Columbia Funds Variable Series Trust II (Form: 485BPOS, Received: 04/29/2011 15:08:34)

Acquisition

Security

United Artists Theatre Circuit, Inc.
1995-A Pass-Through Certificates
9.300% 2015

12-08-95 thru 08-12-96

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933			o

Pre-Effective Amendment			o

Post-Effective Amendment	No. 15	(File No. 333-146374)	þ

		and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment	No. 16	(File No. 811-22127)	þ

COLUMBIA FUNDS VARIABLE SERIES TRUST II
(formerly known as 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)

o immediately upon filing pursuant to paragraph (b)

þ on April 29, 2011 pursuant to paragraph (b)

o 60 days after filing pursuant to paragraph (a)(1)

o on (date) pursuant to paragraph (a)(1)

o 75 days after filing pursuant to paragraph (a)(2)

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

If appropriate, check the following box:

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

Prospectus

Columbia Variable Portfolio Funds

 

Prospectus April 29, 2011

Columbia Variable Portfolio – Balanced Fund (Class 3)

Columbia Variable Portfolio – Cash Management Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Diversified Bond Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Diversified Equity Income Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Dynamic Equity Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Emerging Markets Opportunity Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Global Bond Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Global Inflation Protected Securities Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – High Yield Bond Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Income Opportunities Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – International Opportunity Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Large Cap Growth Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Mid Cap Value Opportunity Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – S&P 500 Index Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Select Large-Cap Value Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Select Smaller-Cap Value Fund (Class 1, Class 2 and Class 3)

Columbia Variable Portfolio – Short Duration U.S. Government Fund (Class 1, Class 2 and Class 3)

Variable Portfolio – Davis New York Venture Fund (Class 1, Class 2 and Class 3)

Variable Portfolio – Goldman Sachs Mid Cap Value Fund (Class 1, Class 2 and Class 3)

Variable Portfolio – Partners Small Cap Value Fund (Class 1, Class 2 and Class 3)

Each of the above-named Funds may offer Class 1, Class 2 and/or Class 3 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 certain other institutional investors authorized by Columbia Management Investment Distributors, Inc. (the distributor). There are 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 or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Not FDIC Insured n May Lose Value n 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, Financial Intermediary Compensation


Columbia VP — Balanced Fund		3p
Columbia VP — Cash Management Fund		7p
Columbia VP — Diversified Bond Fund		10p
Columbia VP — Diversified Equity Income Fund		14p
Columbia VP — Dynamic Equity Fund		17p
Columbia VP — Emerging Markets Opportunity Fund		20p
Columbia VP — Global Bond Fund		24p
Columbia VP — Global Inflation Protected Securities Fund		28p
Columbia VP — High Yield Bond Fund		32p
Columbia VP — Income Opportunities Fund		36p
Columbia VP — International Opportunity Fund		40p
Columbia VP — Large Cap Growth Fund		43p
Columbia VP — Mid Cap Growth Opportunity Fund		46p
Columbia VP — Mid Cap Value Opportunity Fund		49p
Columbia VP — S&P 500 Index Fund		52p
Columbia VP — Select Large-Cap Value Fund		55p
Columbia VP — Select Smaller-Cap Value Fund		58p
Columbia VP — Short Duration U.S. Government Fund		62p
VP — Davis New York Venture Fund		66p
VP — Goldman Sachs Mid Cap Value Fund		69p
VP — Partners Small Cap Value Fund		73p

MORE INFORMATION ABOUT THE FUNDS

Investment Objectives, Principal Investment Strategies of the Fund, Principal Risks of Investing in the Fund, and Management


Columbia VP — Balanced Fund		77p
Columbia VP — Cash Management Fund		80p
Columbia VP — Diversified Bond Fund		81p
Columbia VP — Diversified Equity Income Fund		83p
Columbia VP — Dynamic Equity Fund		85p
Columbia VP — Emerging Markets Opportunity Fund		87p
Columbia VP — Global Bond Fund		89p
Columbia VP — Global Inflation Protected Securities Fund		91p
Columbia VP — High Yield Bond Fund		93p
Columbia VP — Income Opportunities Fund		95p
Columbia VP — International Opportunity Fund		97p
Columbia VP — Large Cap Growth Fund		99p
Columbia VP — Mid Cap Growth Opportunity Fund		101p
Columbia VP — Mid Cap Value Opportunity Fund		103p
Columbia VP — S&P 500 Index Fund		105p
Columbia VP — Select Large-Cap Value Fund		107p
Columbia VP — Select Smaller-Cap Value Fund		109p
Columbia VP — Short Duration U.S. Government Fund		111p
VP — Davis New York Venture Fund		113p
VP — Goldman Sachs Mid Cap Value Fund		115p
VP — Partners Small Cap Value Fund		117p
Descriptions of the Principal Risks of Investing in the Funds		122p
More about Annual Fund Operating Expenses		135p
Other Investment Strategies and Risks		135p
Fund Management and Compensation		137p
Buying and Selling Shares		141p
Description of the Share Classes		141p
Buying, Selling and Transferring Shares		142p
Distributions and Taxes		145p
Additional Services and Compensation		146p
Additional Management Information		147p
Potential Conflicts of Interest		148p
Financial Highlights		149p

2p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

References to “Fund” throughout this prospectus refer to the above-named Columbia VP and VP funds singularly or collectively as the context requires. Each Fund is a series of Columbia Funds Variable Series Trust II (the Trust).

This prospectus may contain information on Funds and share classes not available under your Contract or to your 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 Columbia VP — Balanced Fund

(Prior to May 2, 2011, known as RiverSource VP — Balanced Fund)

INVESTMENT OBJECTIVE

The Fund seeks maximum total investment return through a combination of capital growth and current income.

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, the expenses set forth below would be higher.

Columbia VP — Balanced Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 3
Management fees		0.64%
Distribution and/or service (12b-1) fees		0.13%
Other expenses		0.17%
Total annual fund operating expenses		0.94%
Less: Fee waiver/expense reimbursement ^(b)		(0.12%	)
Total annual (net) fund operating expenses after fee waiver/expense reimbursement ^(b)		0.82%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 (excluding acquired fund fees and expenses, if any) will not exceed 0.82% for Class 3.

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		5 years		10 years
Class 3	$	84	$	288	$	509	$	1,148

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 156% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal circumstances, the Fund invests in a mix of equity and debt securities. Columbia Management Investment Advisers, LLC (the investment manager) allocates the Fund’s assets among equity and debt securities based on the investment manager’s assessment of the relative risks and returns of each asset class. The Fund will invest between 35% and 65% of net assets in each asset class.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 3p

Columbia VP — Balanced Fund

With respect to its debt securities investments, the Fund invests primarily in securities that, at the time of purchase, are rated investment grade or are unrated but determined by the investment manager to be of comparable quality. These securities include debt securities issued by the U.S. Government and its agencies and instrumentalities, debt securities issued by corporations, mortgage- and other asset-backed securities, and other intermediate- to long-term debt securities. The Fund may invest up to 10% of total assets in securities that, at the time of purchase, are rated below investment grade or are unrated but determined by the investment manager to be of comparable quality, which are commonly referred to as “junk bonds.”

The Fund may also invest up to 20% of its net assets in foreign securities. The Fund may invest directly in foreign securities or indirectly through depositary receipts. Depositary receipts are receipts issued by a bank or trust company and evidence ownership of underlying securities issued by foreign companies. Foreign securities include equity and fixed-income securities of foreign issuers.

The Fund may invest in derivatives such as futures (including treasury futures) and forward contracts, including, but not limited to TBA (To Be Announced) mortgage-backed securities. The Fund may enter into derivatives for investment purposes, for risk management (hedging) purposes, and 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:

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

Allocation Risk. The Fund uses an asset allocation strategy in pursuit of its investment objective. There is a risk that the Fund’s allocation among asset classes or investments will cause the Fund’s shares to lose value or cause the Fund to underperform other funds with similar investment objectives, or that the investments themselves will not produce the returns expected.

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.

Derivatives Risk — Forward Contracts. The Fund may enter into forward contracts (or forwards) for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A forward is a contract between two parties to buy or sell an asset at a specified future time at a price agreed today. Forwards are traded in the over-the-counter markets. The Fund may purchase forward contracts, including those on mortgage-backed securities in the “to be announced” (TBA) market. In the TBA market, the seller agrees to deliver the mortgage backed securities for an agreed upon price on an agreed upon date, but makes no guarantee as to which or how many securities are to be delivered. Investments in forward contracts subject the Fund to Counterparty Credit Risk. For a description of the risks associated with mortgage-backed securities, see “Mortgage-Related and Other Asset-Backed Risks” below.

Derivatives Risk — Futures Contracts. The Fund may enter into futures contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.

Risks of Foreign Investing. Investments in foreign securities involve certain risks not associated with investments in U.S. companies. 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 or events occurring in the country, as well as fluctuations in its currency and the risks associated with less developed custody and settlement practices.

High-Yield Securities Risk. The Fund’s investment in below-investment grade fixed-income securities (i.e. high-yield or junk bonds) exposes the Fund to a greater risk of loss of principal and income than a fund that invests solely or primarily in investment grade securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

4p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Balanced Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities 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 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.

Mortgage-Related and Other Asset-Backed Risks. 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.

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 invest the 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.

Reinvestment Risk. Income from the Fund’s debt securities portfolio will decline if and when the Fund invests the proceeds from matured, traded or called securities in securities with market interest rates that are below the current earnings rate of the Fund’s portfolio.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and

•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll-free 800.345.6611.

Class 3 Annual Total Returns

30% 20% 10% 0% -10% -20% -30% -40% -10.59% -12.92% +20.26% +9.59% +3.92% +14.38% +1.74% -29.92% +24.23% +12.53% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +13.48% (quarter ended Sept. 30, 2009).
•	Lowest return for a calendar quarter was -16.31% (quarter ended Dec. 31, 2008).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 5p

Columbia VP — Balanced Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Balanced Fund:

Class 3

+12.53%

+2.66%

+1.97%

S&P 500 Index (reflects no deductions for fees, expenses or taxes)

+15.06%

+2.29%

+1.41%

Russell 1000 ^® Value Index (reflects no deduction for fees, expenses or taxes)

+15.51%

+1.28%

+3.26%

Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)

+6.54%

+5.80%

+5.84%

Lipper Balanced Funds Index (reflects, no deduction for fees)

+11.90%

+3.91%

+3.71%

On April 18, 2011, the S&P 500 Index replaced the Russell 1000 Value Index as the Fund’s primary benchmark. The investment manager made this recommendation to the Fund’s Board of Trustees (the Board) because the new index more closely aligns to the Fund’s investment strategy. Information on both indexes will be included for a one-year transition period. In the future, however, only the S&P 500 Index will be included.

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Guy Pope	Portfolio Manager	2011
Leonard Aplet	Portfolio Manager	2011
Brian Lavin	Portfolio Manager	2011
Ronald Stahl	Portfolio Manager	2011
Gregory Liechty	Portfolio Manager	2011

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 is treated as a partnership for federal income tax purposes, and does not make regular distributions to shareholders.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or salesperson or visit your financial intermediary’s web site for more information.

6p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Summary of Columbia VP — Cash Management Fund

(Prior to May 2, 2011, known as RiverSource VP — Cash Management Fund)

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with maximum current income consistent with liquidity and stability of principal.

FEES AND EXPENSES OF THE FUND

Columbia VP — Cash Management Fund

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.33%			0.33%			0.33%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.17%			0.17%			0.17%
Total annual fund operating expenses		0.50%			0.75%			0.63%
Less: Fee waiver/expense reimbursement ^(a)		(0.05%	)		(0.05%	)		(0.05%	)
Total annual (net) fund operating expenses after fee waiver/expense reimbursement ^(a)		0.45%			0.70%			0.58%


^(a)		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, 2012, 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 (excluding acquired fund fees and expenses, if any) will not exceed 0.455% for Class 1, 0.705% for Class 2 and 0.58% for Class 3.

Example


	1 year		3 years		5 years		10 years
Class 1	$	46	$	155	$	275	$	626
Class 2	$	72	$	235	$	413	$	930
Class 3	$	59	$	197	$	347	$	785

PRINCIPAL INVESTMENT STRATEGIES OF THE 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.

Because the Fund seeks to maintain a constant net asset value of $1.00 per share, capital appreciation is not expected to play a role in the Fund’s return. The Fund’s yield will vary from day-to-day.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Active Management Risk. Due to its active management, the Fund could underperform other money market funds with similar investment objectives.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 7p

Columbia VP — Cash Management Fund

Industry Concentration Risk. Investments that are concentrated in a particular industry will make the Fund’s portfolio value more susceptible to the events or conditions impacting that particular industry. Because the 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.

Interest Rate Risk. A rise in the overall level of interest rates may result in the decline in the prices of fixed-income securities held by the Fund. Falling interest rates may result in a decline in the Fund’s income and yield. The Fund’s yield will vary and there is no guarantee of positive net yield.

Reinvestment Risk. Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same rate it is currently earning.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart.

Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect the expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information, including current 7-day yield, can be obtained by calling toll-free 800.345.6611.

Class 3 Annual Total Returns

7% 6% 5% 4% 3% 2% 1% 0% +3.74% +1.14% +0.51% +0.74% +2.61% +4.49% +4.75% +2.31% +0.16% +0.01% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +1.30% (quarter ended March 31, 2001).


•	Lowest return for a calendar quarter was +0.002% (quarter ended March 31, 2010).

8p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Cash Management Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Cash Management Fund:

Class 3

+0.01%

+2.32%

+2.03%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

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.

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 9p

Summary of Columbia VP — Diversified Bond Fund

(Prior to May 2, 2011, known as RiverSource VP — Diversified Bond Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — Diversified Bond Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.41%		0.41%		0.41%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.16%		0.16%		0.16%
Total annual fund operating expenses		0.57%		0.82%		0.70%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 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		5 years		10 years
Class 1	$	58	$	183	$	319	$	717
Class 2	$	84	$	262	$	456	$	1,018
Class 3	$	72	$	224	$	390	$	874

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 increased 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.

The Fund may invest in derivatives such as credit default swaps. The Fund may enter into derivatives for investment purposes, for risk management (hedging) purposes, and to increase flexibility.

10p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Diversified Bond 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:

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

Derivatives Risk — Credit Default Swaps. The Fund may enter into credit default swaps for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuer’s failure to make timely payments of interest or principal, bankruptcy or restructuring. A credit default swap may be embedded within a structured note or other derivative instrument. Swaps can involve greater risks than direct investment in the underlying securities, because swaps subject the Fund to Counterparty Credit Risk, Pricing Risk (i.e., swaps may be difficult to value) and Liquidity Risk (i.e., may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses). If the Fund is selling credit protection, there is a risk that a credit event will occur and that the Fund will have to pay the counterparty. If the Fund is buying credit protection, there is a risk that no credit event will occur and the Fund will receive no benefit for the premium paid.

High-Yield Securities Risk. The Fund’s investment in below-investment grade fixed-income securities (i.e., high-yield or junk bonds) exposes the Fund to a greater risk of loss of principal and income than a fund that invests solely or primarily in investment grade securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities 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 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.

Risks of Foreign/Emerging Markets Investing. Investments in foreign securities involve certain risks not associated with investments in U.S. companies. 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 or events occurring in the country, as well as fluctuations in its currency and the risks associated with less developed custody and settlement practices.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 11p

Columbia VP — Diversified Bond Fund

Investments in emerging markets present greater risk of loss than a typical foreign security investment. Because of the less developed markets and economies and less mature governments and governmental institutions, the risks of investing in foreign securities may be intensified in the case of investments in issuers organized, domiciled, or doing business in emerging markets.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll-free 800.345.6611.

CLASS 3 ANNUAL TOTAL RETURNS

(BAR CHART)

20% 15% 10% 5% 0% -5% -10% +7.67% +5.53% +4.48% +4.48% +2.12% +4.41% +5.20% -6.32% +14.42% +8.33% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarters was +5.48% (quarter ended Sept. 30, 2009).
•	Lowest return for a calendar quarter was -2.82% (quarter ended Dec. 31, 2008).

12p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Diversified Bond Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Diversified Bond Fund:

Class 3

+8.33%

+4.99%

+4.91%

Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)

+6.54%

+5.80%

+5.84%

Lipper Intermediate Investment-Grade Debt Funds Index (reflects no deduction for taxes)

+8.62%

+5.44%

+5.55%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Alexander D. Powers	Portfolio Manager	2011
Carl W. Pappo	Portfolio Manager	2011
Michael Zazzarino	Portfolio Manager	2011
Brian Lavin	Portfolio Manager	2011

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.

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 13p

Summary of Columbia VP — Diversified Equity Income Fund

(Prior to May 2, 2011, known as RiverSource VP — Diversified Equity Income Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — Diversified Equity Income Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.56%		0.56%		0.56%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.14%		0.14%		0.14%
Total annual fund operating expenses		0.70%		0.95%		0.83%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 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		5 years		10 years
Class 1	$	72	$	224	$	390	$	874
Class 2	$	97	$	303	$	526	$	1,171
Class 3	$	85	$	265	$	461	$	1,029

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE 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 (including the amount of any borrowings for investment purposes) 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.

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

14p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Diversified Equity Income Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

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

Value Securities Risk. Value securities involve the risk that they may never reach what the portfolio managers believe is their full market value either because the market fails to recognize the stock’s intrinsic worth or the portfolio managers 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 following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

60% 40% 20% 0% -20% -40% -60% +2.14% -19.03% +41.16% +18.20% +13.50% +19.75% +8.02% -40.47% +27.46% +16.83% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +22.69% (quarter ended June 30, 2003).
•	Lowest return for a calendar quarter was -23.96% (quarter ended Dec. 31, 2008).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 15p

Columbia VP — Diversified Equity Income Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Diversified Equity Income Fund:

Class 3

+16.83%

+2.78%

+6.03%

Russell 1000 ^® Value Index (reflects no deduction for fees, expenses or taxes)

+15.51%

+1.28%

+3.26%

Lipper Equity Income Funds Index (reflects no deduction for taxes)

+14.04%

+2.15%

+2.86%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Steve Schroll	Portfolio Manager	2003
Laton Spahr	Portfolio Manager	2003
Paul Stocking	Portfolio Manager	2006

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

16p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Summary of Columbia VP — Dynamic Equity Fund

(Prior to May 2, 2011, known as RiverSource VP — Dynamic Equity Fund)

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with capital appreciation.

FEES AND EXPENSES OF THE FUND

Columbia VP — Dynamic Equity Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.66%			0.66%			0.66%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.17%			0.17%			0.17%
Acquired fund fees and expenses		0.01%			0.01%			0.01%
Total annual fund operating expenses		0.84%			1.09%			0.97%
Less: Fee waiver/expense reimbursement ^(b)		(0.10%	)		(0.10%	)		(0.10%	)
Total annual (net) fund operating expenses after fee waiver/expense reimbursement ^(b)		0.74%			0.99%			0.87%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 (excluding acquired fund fees and expenses, if any) will not exceed 0.735% for Class 1, 0.985% for Class 2 and 0.86% for Class 3.

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 includes contractual commitments to waive fees and reimburse expenses expiring as indicated in the preceding table. 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 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		5 years		10 years
Class 1	$	76	$	258	$	457	$	1,032
Class 2	$	101	$	337	$	592	$	1,324
Class 3	$	89	$	299	$	527	$	1,185

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, at least 80% of the Fund’s net assets (including the amount for any borrowings for investment purposes) are invested in equity securities. The Fund can invest in securities of companies of any size, including small and mid-capitalization companies.

The universe of stocks from which the investment manager, Columbia Management Investment Advisers, LLC, selects the Fund’s investments primarily will be those included in the Fund’s benchmark, the S&P 500 Index (the Index). The Fund generally holds fewer stocks than the Index and may hold securities that are not in the Index.

The Fund’s investment strategy may involve frequent trading of portfolio securities. This may cause the Fund to incur higher transaction costs (which may adversely affect the Fund’s performance).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 17p

Columbia VP — Dynamic Equity Fund

The Fund may invest in derivatives such as futures contracts. The Fund may enter into derivatives for investment purposes, for risk management (hedging) purposes and 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:

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

Derivatives Risk — Futures Contracts. The Fund may enter into futures contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

Portfolio Turnover Risk. The portfolio managers may actively and frequently trade securities in the Fund’s portfolio to carry out its investment strategies. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.

Quantitative Model Risk. Securities selected using quantitative methods may perform differently from the market as a whole. There can be no assurance that these methodologies will enable the Fund to achieve its objective.

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 and lack of experienced management, financial resources, product diversification and competitive strengths.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll-free 800.345.6611.

Class 3 Annual Total Returns

40% 20% 0% -20% -40% -60% -18.11% -22.03% +29.22% +5.88% +6.18% +15.28% +2.93% -42.16% +24.13% +17.37% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +17.26% (quarter ended June 30, 2003).
•	Lowest return for a calendar quarter was -24.22% (quarter ended Dec. 31, 2008).

18p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Dynamic Equity Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Dynamic Equity Fund:

Class 3

+17.37%

0.00%

-0.75%

S&P 500 Index (reflects no deduction for fees, expenses or taxes)

+15.06%

+2.29%

+1.41%

Lipper Large-Cap Core Funds Index (reflects no deduction for taxes)

+12.77%

+1.91%

+0.76%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Brian Condon, CFA	Portfolio Manager	2010

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 19p

Summary of Columbia VP — Emerging Markets Opportunity Fund

(Prior to May 2, 2011, known as Threadneedle VP — Emerging Markets Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — Emerging Markets Opportunity Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		1.07%		1.07%		1.07%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.28%		0.28%		0.28%
Total annual fund operating expenses		1.35%		1.60%		1.48%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 does not reflect the fees and expenses that apply to your Contract or Qualified Plan or the 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		5 years		10 years
Class 1	$	137	$	428	$	740	$	1,629
Class 2	$	163	$	505	$	872	$	1,905
Class 3	$	151	$	468	$	809	$	1,774

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund’s assets are primarily invested in equity securities of emerging markets companies. For these purposes, 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 (including the amount of any borrowings for investment purposes) 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. The Fund can invest in securities of companies of any size, including small and mid-capitalization companies.

The Fund will normally have exposure to foreign currencies. The portfolio management team closely monitors the Fund’s exposure to foreign currency.

Columbia Management Investment Advisers, LLC serves as the investment manager to the Fund and is responsible for oversight of the Fund’s subadviser, Threadneedle International Limited (Threadneedle), an indirect wholly-owned subsidiary of Ameriprise Financial, Inc.

The portfolio management team may actively and frequently trade securities in the Fund’s portfolio to carry out its principal strategies.

20p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Emerging Markets Opportunity Fund

PRINCIPAL RISKS OF INVESTING IN THE FUND

This Fund is designed for long-term investors with above-average risk tolerance. 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. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives.

Investments in emerging markets may present greater risk of loss than a typical foreign security investment. Because of the less developed markets and economies and less mature governments and governmental institutions, the risks of investing in foreign securities may be intensified in the case of investments in issuers organized, domiciled or doing business in emerging markets.

Geographic Concentration Risk. The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting companies and countries within the specific geographic region in which the Fund invests. The Fund may be more volatile than a more geographically diversified fund.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities 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.

Sector Risk. Investments that are concentrated in a particular issuer, geographic region or sector will be more susceptible to changes in price. The more a fund diversifies its investments, the more it spreads risk and potentially reduces the risks of loss and volatility.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 21p

Columbia VP — Emerging Markets Opportunity Fund

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

80% 60% 40% 20% 0% -20% -40% -60% -1.38% -5.44% +40.34% +24.15% +33.80% +33.90% +38.11% -53.71% +74.08% +19.76% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +32.32% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -29.11% (quarter ended Sept. 30, 2008).

22p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Emerging Markets Opportunity Fund

Average Annual Total Returns

Since

inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(5/01/00)

Columbia VP — Emerging Markets Opportunity Fund:

Class 3

+19.76%

+12.28%

+14.52%

MSCI Emerging Markets Index (reflects no deduction for fees, expenses or taxes)

+19.20%

+13.11%

+16.23%

Lipper Emerging Markets Funds Index (reflects no deduction for taxes)

+20.14%

+11.25%

+15.17%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Threadneedle International Limited


Portfolio Manager	Title	Managed Fund Since
Vanessa Donegan	Portfolio Manager	Sept. 2010
Rafael Polatinsky, CFA	Portfolio Manager	Sept. 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.

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 23p

Summary of Columbia VP — Global Bond Fund

(Prior to May 2, 2011, known as RiverSource VP — Global Bond Fund)

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with high total return through income and growth of capital.

FEES AND EXPENSES OF THE FUND

Columbia VP — Global Bond Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.55%		0.55%		0.55%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.18%		0.18%		0.18%
Total annual fund operating expenses		0.73%		0.98%		0.86%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 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		5 years		10 years
Class 1	$	75	$	234	$	407	$	910
Class 2	$	100	$	312	$	543	$	1,206
Class 3	$	88	$	275	$	478	$	1,065

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE 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 (including the amount of any borrowings for investment purposes) 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).

Under normal market conditions, the Fund generally will invest at least 40% of its net assets in debt obligations of foreign governments, and companies that (a) maintain their principal place of business or conduct their principal business activities outside the U.S., (b) have their securities traded on non-U.S. exchanges or (c) have been formed under the laws of non-U.S. countries. The investment manager may reduce this 40% minimum investment amount to 30% if it believes that market conditions for these securities 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 had at least 50% of its assets outside the U.S.

The Fund may invest in fixed income securities of any maturity and does not seek to maintain a particular dollar-weighted average maturity.

24p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Global Bond Fund

The investment manager monitors the Fund’s exposure to interest rate and foreign currency fluctuations. The investment manager may use derivatives such as futures, forward foreign currency contracts and Mortgage To-Be Announced (TBAs), in an effort to produce incremental earnings, to hedge existing positions, interest rate fluctuations or currency fluctuations, 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:

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

Derivatives Risk — Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts, which are types of derivative contracts, to buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future for a specific exchange rate on a given date. Currency contracts may fall in value due to foreign currency value fluctuations. The Fund may enter into forward foreign currency contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. The Fund’s investment or hedging strategies may be unable to achieve their objectives.

Derivatives Risk — Futures Contracts. The Fund may enter into futures contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 25p

Columbia VP — Global Bond Fund

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.

Sovereign Debt Risk. 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. Sovereign debt risk is increased for emerging market issuers.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll-free 800.345.6611.

Class 3 Annual Total Returns

20% 15% 10% 5% 0% -5% -10% +1.34% +14.98% +13.01% +10.03% -4.99% +6.73% +7.65% -0.44% +11.38% +6.58% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +8.20% (quarter ended Sept. 30, 2010).


•	Lowest return for a calendar quarter was -4.40% (quarter ended Sept. 30, 2008).

26p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Global Bond Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Global Bond Fund:

Class 3

+6.58%

+6.31%

+6.46%

Barclays Capital Global Aggregate Index (reflects no deduction for fees, expenses or taxes)

+5.54%

+6.66%

+6.74%

Lipper Global Income Funds Index (reflects no deduction for taxes)

+8.01%

+6.24%

+6.44%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Nicholas Pifer	Portfolio Manager	2000

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.

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 27p

Summary of Columbia VP — Global Inflation Protected Securities Fund

(Prior to May 2, 2011, known as RiverSource VP — Global Inflation Protected Securities Fund)

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with total return that exceeds the rate of inflation over the long-term.

FEES AND EXPENSES OF THE FUND

Columbia VP — Global Inflation Protected Securities Fund

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.42%		0.42%		0.42%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.15%		0.15%		0.15%
Total annual fund operating expenses		0.57%		0.82%		0.70%

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 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		5 years		10 years
Class 1	$	58	$	183	$	319	$	717
Class 2	$	84	$	262	$	456	$	1,018
Class 3	$	72	$	224	$	390	$	874

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund is a non-diversified fund that, under normal market conditions, invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in inflation-protected debt securities. These securities include inflation-indexed bonds of varying maturities issued by the U.S. government and non-U.S. governments, their agencies or instrumentalities, and U.S. and non-U.S. corporations. The Fund currently intends to focus on inflation-protected debt securities issued by U.S. or foreign governments. At the time of purchase, 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. Under normal market conditions, the Fund generally will invest at least 40% of its net assets in debt obligations of foreign governments, and companies that (a) maintain their principal place of business or conduct their principal business activities outside the U.S., (b) have their securities traded on non-U.S. exchanges or (c) have been formed under the laws of non-U.S. countries. The investment manager may reduce this 40% minimum investment amount to 30% if it believes that market conditions for these securities 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 had at least 50% of its assets outside the U.S.

The Fund may invest in derivatives such as forward foreign currency contracts. The Fund may enter into derivatives for investment purposes, for risk management (hedging) purposes, and to increase flexibility.

28p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Global Inflation Protected Securities 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:

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

Inflation Protected Securities Risk. Inflation-protected debt securities tend to react to changes in real interest rates (i.e., nominal interest rates minus the expected impact of inflation). In general, the price of such securities falls when real interest rates rise, and rises when real interest rates fall. Interest payments on these securities will vary and may be more volatile than interest paid on ordinary bonds. In periods of deflation, the Fund may have no income at all from such investments. Income earned by a shareholder depends on the amount of principal invested, and that principal will not grow with inflation unless the shareholder reinvests the portion of Fund distributions that comes from inflation adjustments.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 29p

Columbia VP — Global Inflation Protected Securities Fund

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

10% 8% 6% 4% 2% 0% +2.80% +1.19% +7.93% +0.14% +6.84% +4.13% 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +4.13% (quarter ended March 31, 2008).
•	Lowest return for a calendar quarter was -2.39% (quarter ended Sept. 30, 2008).

30p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Global Inflation Protected Securities Fund

Average Annual Total Returns

Since

inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(9/13/04)

Columbia VP — Global Inflation Protected Securities Fund:

Class 3

+4.13%

+4.00%

+4.08%

Barclays Capital World Government Inflation-Linked Bond Index (fully hedged to the U.S. dollar) (reflects no deduction for fees, expenses or taxes)

+5.43%

+4.74%

+5.26%

Barclays Capital U.S. Government Inflation-Linked Bond Index (reflects no deduction for fees, expenses or taxes)

+6.33%

+5.34%

+5.12%

Blended Index (consists of 50% Barclays Capital World Government Inflation-Linked Bond Index, excluding U.S., fully hedged to the U.S. dollar, and 50% Barclays Capital U.S. Government Inflation-Linked Bond Index) (reflects no deduction for fees, expenses or taxes)

+5.64%

+4.85%

+5.28%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Nicholas Pifer, CFA	Portfolio Manager	2005
Vishal Khanduja, CFA	Portfolio Manager	Oct. 2010
Hong Ho, CFA	Portfolio Manager	Oct. 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.

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 31p

Summary of Columbia VP — High Yield Bond Fund

(Prior to May 2, 2011, known as RiverSource VP — High Yield Bond Fund)

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with high current income as its primary objective and, as its secondary objective, capital growth.

FEES AND EXPENSES OF THE FUND

Columbia VP — High Yield Bond Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.58%		0.58%		0.58%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.17%		0.17%		0.17%
Total annual fund operating expenses		0.75%		1.00%		0.88%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 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		5 years		10 years
Class 1	$	77	$	240	$	418	$	934
Class 2	$	102	$	319	$	553	$	1,229
Class 3	$	90	$	281	$	488	$	1,089

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 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 by the investment manager. Up to 25% of the Fund’s net assets may be invested in high yield debt instruments of foreign issuers. The Fund may invest in fixed income securities of any maturity and does not seek to maintain a particular dollar-weighted average maturity.

Corporate debt securities in which the Fund invests are typically unsecured, with a fixed-rate of interest, and are usually issued by companies or similar entities to provide financing for their operations, or other activities. Bank loans (which may commonly be referred to as “floating rate loans”), which are another form of financing, are typically secured, with 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). Secured debt instruments are ordinarily secured by specific collateral or assets of the issuer or borrower such that holders of these instruments will have claims senior to the claims of other parties who hold unsecured instruments.

32p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — High Yield Bond Fund

The Fund may invest in fixed income securities of any maturity and does not seek to maintain a particular dollar-weighted average maturity. Because the Fund emphasizes high-yield investments, analysis of credit risk is more important in selecting investments than either maturity or duration. While maturity and duration are both closely monitored, neither is a primary factor in the decision making process.

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

Counterparty Risk. Counterparty credit risk is the risk that a Fund’s counterparty becomes bankrupt or otherwise fails to perform its obligations, and the Fund may obtain no or only limited recovery of its investments, and any recovery may be delayed.

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 of the security will default or otherwise become unable or unwilling to honor its financial obligations, including as a result of bankruptcy. 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 adverse to the holders of a loan. A default or expected default of a loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it. Unrated loans or securities held by the Fund may present increased credit risk.

High-Yield Securities Risk. The Fund’s investment in below-investment grade loans or other debt securities (i.e., high-yield or junk) exposes the Fund to a greater risk of loss of principal and income than a fund which invests solely or primarily in investment grade loans or other similar rated debt securities. High yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

Highly Leveraged Transactions Risk. The loans and other 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.

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. Floating rate loans may decline in value.

Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. When interest rates rise, 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. 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.

Issuer Risk. An issuer may perform poorly, and therefore the value of its securities 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 to sell the security 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.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 33p

Columbia VP — High Yield Bond Fund

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

60% 40% 20% 0% -20% -40% +4.93% -6.58% +25.17% +11.40% +4.02% +10.81% +1.86% -25.19% +53.86% +13.96% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +25.06% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -19.01% (quarter ended Dec. 31, 2008).

34p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — High Yield Bond Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — High Yield Bond Fund:

Class 3

+13.96%

+8.17%

+7.73%

JP Morgan Global High Yield Index (reflects no deduction for fees, expenses or taxes)

+15.05%

+8.93%

+9.25%

Lipper High Current Yield Bond Funds Index (reflects no deduction for taxes)

+14.91%

+6.58%

+6.67%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Jennifer Ponce de Leon	Portfolio Manager	May 2010
Brian Lavin	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.

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 35p

Summary of Columbia VP — Income Opportunities Fund

(Prior to May 2, 2011, known as RiverSource VP — Income Opportunities Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — Income Opportunities Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.57%			0.57%			0.57%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.15%			0.15%			0.15%
Total annual fund operating expenses		0.72%			0.97%			0.85%
Less: Fee waiver/expense reimbursement ^(b)		(0.02%	)		(0.02%	)		(0.02%	)
Total annual (net) fund operating expenses after fee waiver/expense reimbursement ^(b)		0.70%			0.95%			0.83%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 (excluding acquired fund fees and expenses, if any) will not exceed 0.705% for Class 1, 0.955% for Class 2 and 0.83% for Class 3.

Example


	1 year		3 years		5 years		10 years
Class 1	$	72	$	228	$	399	$	896
Class 2	$	97	$	307	$	535	$	1,192
Class 3	$	85	$	269	$	470	$	1,051

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE 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 if unrated, securities believed by the investment manager to be of comparable 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.

36p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Income Opportunities 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:

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

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 of the security may or will default or otherwise become unable or unwilling to honor its financial obligations, including as a result of bankruptcy. 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 adverse to the holders of a loan. A default or expected default of a loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it. Unrated loans or securities held by the Fund may present increased credit risk.

High-Yield Securities Risk. The Fund’s investment in below-investment grade loans or other debt securities (i.e., high-yield or junk) exposes the Fund to a greater risk of loss of principal and income than a fund which invests solely or primarily in investment grade loans or similar rated debt securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and to repay principal.

Issuer Risk. An issuer may perform poorly, and therefore the value of its securities may decline, which would negatively affect the Fund’s performance.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 37p

Columbia VP — Income Opportunities Fund

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

60% 40% 20% 0% -20% -40% +3.33% +7.98% +2.65% -18.82% +42.41% +13.04% 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +16.68%% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -13.35% (quarter ended Dec. 31, 2008).

38p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Income Opportunities Fund

Average Annual Total Returns

Since

inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(6/01/04)

Columbia VP — Income Opportunities Fund:

Class 3

+13.04%

+7.69%

+7.91%

Merrill Lynch U.S. High Yield Cash Pay BB-B Rated Constrained Index (reflects no deduction for fees, expenses or taxes)

+14.25%

+7.62%

+7.84%

Lipper High Current Yield Bond Funds Index (reflects no deduction for taxes)

+14.91%

+6.58%

+7.04%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Brian Lavin	Portfolio Manager	2004

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.

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 39p

Summary of Columbia VP — International Opportunity Fund

(Prior to May 2, 2011, known as Threadneedle VP — International Opportunity Fund)

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with capital appreciation.

FEES AND EXPENSES OF THE FUND

Columbia VP — International Opportunity Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.79%		0.79%		0.79%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.20%		0.20%		0.20%
Total annual fund operating expenses		0.99%		1.24%		1.12%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 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		5 years		10 years
Class 1	$	101	$	316	$	548	$	1,218
Class 2	$	126	$	394	$	682	$	1,505
Class 3	$	114	$	356	$	618	$	1,368

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 offer strong growth potential. The Fund can invest in securities of companies of any size, including small and mid-capitalization companies. The Fund may invest in developed and in emerging markets. The Fund will normally have exposure to foreign currencies. The portfolio management team closely monitors the Fund’s exposure to foreign currency.

Columbia Management Investment Advisers, LLC serves as the investment manager to the Fund and is responsible for oversight of the subadviser, Threadneedle International Limited, an indirect wholly-owned subsidiary of Ameriprise Financial, Inc.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The Fund is designed for investors with an above-average risk tolerance. 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. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives.

40p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — International Opportunity Fund

Investments in emerging markets may present greater risk of loss than a typical foreign security investment. Because of the less developed markets and economies and less mature governments and governmental institutions, the risks of investing in foreign securities can be intensified in the case of investments in issuers organized, domiciled or doing business in emerging markets.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll-free 800.345.6611.

Class 3 Annual Total Returns

40% 30% 20% 10% 0% -10% -20% -30% -40% -50% -28.69% -18.25% +28.07% +17.41% +13.86% +24.17% +12.68% -40.43% +27.54% +13.89% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +19.41% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -21.14% (quarter ended Sept. 30, 2002).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 41p

Columbia VP — International Opportunity Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — International Opportunity Fund:

Class 3

+13.89%

+3.90%

+1.91%

MSCI EAFE Index (reflects no deduction for fees, expenses or taxes)

+8.21%

+2.94%

+3.94%

Lipper International Large-Cap Core Funds Index (reflects no deduction for taxes)

+8.82%

+2.33%

+3.06%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Threadneedle International Limited


Portfolio Manager	Title	Managed Fund Since
Alex Lyle	Portfolio Manager	2003
Esther Perkins	Deputy Portfolio Manager	2008

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.

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

42p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Summary of Columbia VP — Large Cap Growth Fund

(Prior to May 2, 2011, known as Seligman VP — Growth Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — Large Cap Growth Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.71%			0.71%			0.71%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.18%			0.18%			0.18%
Total annual fund operating expenses		0.89%			1.14%			1.02%
Less: Fee waiver/expense reimbursement ^(b)		(0.13%	)		(0.13%	)		(0.13%	)
Total annual (net) fund operating expenses after fee waiver/expense reimbursement ^(b)		0.76%			1.01%			0.89%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 (excluding acquired fund fees and expenses, if any) will not exceed 0.765% for Class 1, 1.015% for Class 2 and 0.89% for Class 3.

Example


	1 year		3 years		5 years		10 years
Class 1	$	78	$	271	$	481	$	1,088
Class 2	$	103	$	350	$	616	$	1,379
Class 3	$	91	$	312	$	552	$	1,241

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 companies that fall within the range of the Russell 1000 ^® Growth Index (Index). The market capitalization range of the companies included within the Index was $219.6 million to $316.6 billion as of March 31, 2011. The market capitalization range of the companies in the Index is subject to change. In addition to its primary investments in large-capitalization companies, the Fund may invest up to 20% of its net assets in small and mid-capitalization companies. 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. The investment manager may actively and frequently trade securities in the Fund’s portfolio to carry out its principal strategies.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 43p

Columbia VP — Large Cap Growth 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:

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

Risks of Foreign Investing. Investments in foreign securities involve certain risks not associated with investments in U.S. companies. 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 or events occuring in the country, as well as fluctuations in its currency and the risks associated with less developed custody and settlement practices.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

45% 30% 15% 0% -15% -30% -45% -60% -30.95% -26.10% +21.43% +8.43% +8.61% +11.08% +3.07% -44.35% +37.00% +17.16% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +18.16% (quarter ended Dec. 31, 2001).
•	Lowest return for a calendar quarter was -28.79% (quarter ended Sept. 30, 2001).

44p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Large Cap Growth Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Large Cap Growth Fund:

Class 3

+17.16%

+0.45%

-2.88%

Russell 1000 Growth Index (reflects no deduction for fees, expenses or taxes)

+16.71%

+3.75%

+0.02%

Lipper Large-Cap Growth Funds Index (reflects no deduction for taxes)

+15.13%

+2.38%

-1.01%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
John T. Wilson	Portfolio Manager	May 2010
Peter Deininger	Portfolio Manager	May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 45p

Summary of Columbia VP — Mid Cap Growth Opportunity Fund

(Prior to May 2, 2011, known as RiverSource VP — Mid Cap Growth Fund)

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with growth of capital.

FEES AND EXPENSES OF THE FUND

Columbia VP — Mid Cap Growth Opportunity Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.76%		0.76%		0.76%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.16%		0.16%		0.16%
Total annual fund operating expenses		0.92%		1.17%		1.05%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 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		5 years		10 years
Class 1	$	94	$	294	$	510	$	1,136
Class 2	$	119	$	372	$	645	$	1,425
Class 3	$	107	$	334	$	580	$	1,287

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) at the time of purchase in the common stocks of mid-capitalization companies. Columbia Management Investment Advisers, LLC (the investment manager) defines mid-cap companies as those whose market capitalization (number of shares outstanding multiplied by the share price) falls within the market capitalization range of the companies that comprise the Russell Midcap ^® Growth Index (the Index). The market capitalization range of the companies included within the Index was $671 million to $24.9 billion as of March 31, 2011. 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.

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

46p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Mid Cap Growth Opportunity Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities 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 and lack of experienced management, financial resources, product diversification and competitive strengths.

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

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

75% 50% 25% 0% -25% -50% -13.76% +22.57% +9.10% +10.13% -0.07% +13.74% -44.84% +63.39% +26.28% 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +26.91% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -28.83% (quarter ended Dec. 31, 2008).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 47p

Columbia VP — Mid Cap Growth Opportunity Fund

Average Annual Total Returns

Since

inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(5/01/01)

Columbia VP — Mid Cap Growth Opportunity Fund:

Class 3

+26.28%

+5.28%

+5.15%

Russell Midcap Growth Index (reflects no deduction for fees, expenses or taxes)

+26.38%

+4.88%

+4.52%

Lipper Mid-Cap Growth Funds Index (reflects no deduction for taxes)

+25.66%

+6.22%

+4.01%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
John K. Schonberg, CFA	Senior Portfolio Manager	Oct. 2006
Sam Murphy	Portfolio Manager	June 2007
Mike Marzolf	Portfolio Manager	June 2007

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

48p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Summary of Columbia VP — Mid Cap Value Opportunity Fund

(Prior to May 2, 2011, known as RiverSource VP — Mid Cap Value Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — Mid Cap Value Opportunity Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.76%			0.76%			0.76%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.15%			0.15%			0.15%
Total annual fund operating expenses		0.91%			1.16%			1.04%
Less: Fee waiver/expense reimbursement ^(b)		(0.02%	)		(0.02%	)		(0.02%	)
Total annual (net) fund operating expenses after fee waiver/expense reimbursement ^(b)		0.89%			1.14%			1.02%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 (excluding acquired fund fees and expenses, if any) will not exceed 0.895% for Class 1, 1.145% for Class 2 and 1.02% for Class 3.

Example


	1 year		3 years		5 years		10 years
Class 1	$	91	$	288	$	503	$	1,122
Class 2	$	116	$	367	$	637	$	1,412
Class 3	$	104	$	329	$	573	$	1,274

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE 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. These equity securities generally include common stocks. Medium-sized companies are those whose market capitalizations at the time of purchase fall within the market capitalization range of the Russell Midcap ^® Value Index (the Index). The market capitalization range of the companies included within the Index was $208.9 million to $19.4 billion as of March 31, 2011. The market capitalization range of the companies in the Index is subject to change. Up to 20% of the Fund’s net assets may be invested in stocks of smaller or larger companies. 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.

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:

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 49p

Columbia VP — Mid Cap Value Opportunity Fund

Active Management Risk. 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 securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

50% 40% 30% 20% 10% 0% -10% -20% -30% -40% -50% +15.32% +10.35% -45.10% +40.93% +22.51% 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +23.27% (quarter ended Sept. 30, 2009).


•	Lowest return for a calendar quarter was -28.69% (quarter ended Dec. 31, 2008).

50p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Mid Cap Value Opportunity Fund

Average Annual Total Returns

Since

inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(5/02/05)

Columbia VP — Mid Cap Value Opportunity Fund:

Class 3

+22.51%

+3.82%

+6.46%

Russell Midcap Value Index (reflects no deduction for fees, expenses or taxes)

+24.75%

+4.08%

+6.02%

Lipper Mid-Cap Value Funds Index (reflects no deduction for taxes)

+21.64%

+4.19%

+5.99%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Steve Schroll	Portfolio Manager	2005
Laton Spahr	Portfolio Manager	2005
Paul Stocking	Portfolio Manager	2006

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 51p

Summary of Columbia VP — S&P 500 Index Fund

(Prior to May 2, 2011, known as RiverSource VP — S&P 500 Index Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — S&P 500 Index Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.10%			0.10%			0.10%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.24%	^(b)		0.24%	^(b)		0.24%
Total annual fund operating expenses		0.34%			0.59%			0.47%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(b)		Other expenses for Class 1 and Class 2 are based on estimated amounts for the current fiscal year.

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 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		5 years		10 years
Class 1	$	35	$	109	$	191	$	433
Class 2	$	60	$	189	$	330	$	741
Class 3	$	48	$	151	$	264	$	594

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund seeks to provide investment results that correspond to the total return (the combination of appreciation and income) of large-capitalization stocks of U.S. companies. The Fund invests in common stocks included in the Standard & Poor’s 500 Index (S&P 500 or the Index). The S&P 500 is made up primarily of large-capitalization companies that represent a broad spectrum of the U.S. economy. Under normal market conditions, the Fund will invest at least 80% (including the amount of any borrowings for investment purposes) of its net assets in securities that are contained in the S&P 500.

The Fund follows a passive or indexing investment approach in an attempt to mirror the performance of the Index. Keep in mind that the Fund has operating expenses and transaction costs, while the Index does not. This means that, while the Fund may track the Index closely, it is typically unable to match the performance of the Index exactly. While there is no guarantee, the investment manager, Columbia Management Investment Advisers, LLC, expects the correlation between the Fund and the Index to be at least 0.95. A correlation of 1.00 means the return of the Fund can be completely explained by the return of the Index.

52p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — S&P 500 Index 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:

Indexing Risk. The Fund is managed to an index and the Fund’s performance therefore is expected to rise and fall as the performance of the index rises and falls.

Tracking Error Risk. The Fund will not track the index perfectly and the Fund may not outperform the index. The tools that the investment manager uses to replicate the index are not perfect and the Fund’s performance may be impacted by the size of the Fund’s portfolio, the effectiveness of sampling techniques, transaction costs, management fees and expenses, brokerage commissions and fees, the extent and timing of cash flows in and out of the Fund and changes in the index.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and

•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table.

Class 1 and Class 2 are new and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

45% 30% 15% 0% -15% -30% -45% -12.46% -22.42% +27.99% +10.27% +4.40% +15.27% +5.01% -37.10% +26.00% +14.71% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +15.79% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -21.84% (quarter ended Dec. 31, 2008).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 53p

Columbia VP — S&P 500 Index Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — S&P 500 Index Fund:

Class 3

+14.71%

+1.93%

+0.97%

S&P 500 Index (reflects no deduction for fees, expenses or taxes)

+15.06%

+2.29%

+1.41%

Lipper S&P 500 Objective Funds Index (reflects no deduction for taxes)

+14.70%

+2.08%

+1.16%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Alfred F. Alley III, CFA	Portfolio Manager	May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

54p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Summary of Columbia VP — Select Large-Cap Value Fund

(Prior to May 2, 2011, known as Seligman VP — Larger-Cap Value Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — Select Large-Cap Value Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.71%			0.71%			0.71%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.33%			0.33%			0.33%
Total annual fund operating expenses		1.04%			1.29%			1.17%
Less: Fee waiver/expense reimbursement ^(b)		(0.22%	)		(0.22%	)		(0.22%	)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(b)		0.82%			1.07%			0.95%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 0.825% for Class 1, 1.075% for Class 2, and 0.95% for Class 3.

Example


	1 year		3 years		5 years		10 years
Class 1	$	84	$	309	$	554	$	1,256
Class 2	$	109	$	388	$	688	$	1,542
Class 3	$	97	$	350	$	623	$	1,406

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 with a market capitalization greater than $5 billion. The Fund can invest in any economic sector and, at times, it may emphasize one or more particular sectors. In pursuit of the Fund’s objective, the investment manager uses a bottom-up stock selection approach. This means that the investment manager concentrates on individual company fundamentals, rather than on a particular industry.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 55p

Columbia VP — Select Large-Cap Value 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:

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

Focused Portfolio Risk. Because the Fund may hold a limited number of securities, the Fund as a whole is subject to greater risk of loss if any of those securities declines in price.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

30% 15% 0% -15% -30% -45% +4.53% +19.07% -0.46% -39.46% +26.12% +20.52% 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +22.65% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -20.72% (quarter ended Dec. 31, 2008).

56p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Select Large-Cap Value Fund

Average Annual Total Returns

Since

inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(2/04/04)

Columbia VP — Select Large-Cap Value Fund:

Class 3

+20.52%

+1.75%

+3.41%

Russell 1000 Value Index (reflects no deduction for fees, expenses or taxes)

+15.51%

+1.28%

+4.05%

S&P 500 Index (reflects no deduction for fees, expenses or taxes)

+15.06%

+2.29%

+3.69%

Lipper Large-Cap Value Funds Index (reflects no deduction for taxes)

+13.02%

+1.52%

+3.51%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Neil T. Eigen	Portfolio Manager	Nov. 2008
Richard S. Rosen	Portfolio Manager	Nov. 2008

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 57p

Summary of Columbia VP — Select Smaller-Cap Value Fund

(Prior to May 2, 2011, known as Seligman VP — Smaller-Cap Value Fund)

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

Columbia VP — Select Smaller-Cap Value Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.79%			0.79%			0.79%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.21%			0.21%			0.21%
Total annual fund operating expenses		1.00%			1.25%			1.13%
Less: Fee waiver/expense reimbursement ^(b)		(0.05%	)		(0.05%	)		(0.05%	)
Total annual (net) fund operating expenses after fee waiver/expense reimbursement ^(b)		0.95%			1.20%			1.08%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 (excluding acquired fund fees and expenses, if any) will not exceed 0.955% for Class 1, 1.205% for Class 2 and 1.08% for Class 3.

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 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		5 years		10 years
Class 1	$	97	$	314	$	548	$	1,225
Class 2	$	122	$	392	$	682	$	1,512
Class 3	$	110	$	354	$	618	$	1,375

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund’s assets primarily are invested in equity securities. 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 with market capitalizations of up to $2 billion or that fall within the range of the Russell 2000 ^® Index (Index) at the time of investment. The market capitalization range of the companies included within the Index was $7.7 million to $5.7 billion as of March 31, 2011. The market capitalization range of the companies in the Index is subject to change. 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. In pursuit of the Fund’s objective, the investment manager uses a bottom-up stock selection approach. This means that the investment manager concentrates on individual company fundamentals, rather than a particular industry.

58p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Select Smaller-Cap Value 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:

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

Focused Portfolio Risk. Because the Fund may hold a limited number of securities, the Fund as a whole is subject to greater risk of loss if any of those securities declines in price.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

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

Small Company Risk. Investments in small companies often involve greater risks than investments in larger, more established companies, including less predictable earnings and lack of experienced management, financial resources, product diversification and competitive strengths.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 59p

Columbia VP — Select Smaller-Cap Value Fund

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

50% 40% 30% 20% 10% 0% -10% -20% -30% -40% -50% -6.53% -17.06% +47.85% +18.54% +4.83% +11.69% -4.19% -38.59% +39.81% +26.79% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +31.51% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -24.40% (quarter ended Dec. 31, 2008).

60p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Select Smaller-Cap Value Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Select Smaller-Cap Value Fund:

Class 3

+26.79%

+3.10%

+5.19%

Russell 2000 Index (reflects no deduction for fees, expenses or taxes)

+26.85%

+4.47%

+6.33%

Lipper Small-Cap Core Funds Index (reflects no deduction for taxes)

+25.71%

+4.76%

+6.95%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Neil T. Eigen	Portfolio Manager	Dec. 2008
Richard S. Rosen	Portfolio Manager	Dec. 2008

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 61p

Summary of Columbia VP — Short Duration U.S. Government Fund

(Prior to May 2, 2011, known as RiverSource VP — Short Duration U.S. Government Fund)

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income and safety of principal consistent with an investment in U.S. government and government agency securities.

FEES AND EXPENSES OF THE FUND

Columbia VP — Short Duration U.S. Government Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.36%		0.36%		0.36%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.16%		0.16%		0.16%
Total annual fund operating expenses		0.52%		0.77%		0.65%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 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		5 years		10 years
Class 1	$	53	$	167	$	291	$	656
Class 2	$	79	$	246	$	429	$	958
Class 3	$	66	$	208	$	363	$	814

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 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. The Fund may also invest in debt securities that are not issued by the U.S. government, its agencies or instrumentalities, as well as securities that are denominated in currencies other than the U.S. dollar.

62p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Short Duration U.S. Government 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:

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

Derivatives Risk — Futures Contracts. The Fund may enter into futures contracts for risk management (hedging) purposes, and to increase flexibility. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 63p

Columbia VP — Short Duration U.S. Government Fund

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

15% 0% -15% +6.29% +5.83% +1.52% +0.85% +1.58% +3.84% +5.33% -2.64% +5.53% +3.00% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +3.09% (quarter ended Sept. 30, 2001).


•	Lowest return for a calendar quarter was -1.94% (quarter ended Dec. 31, 2008).

64p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Short Duration U.S. Government Fund

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia VP — Short Duration U.S. Government Fund:

Class 3

+3.00%

+2.97%

+3.08%

Barclays Capital U.S. 1-3 Year Government Index (reflects no deduction for fees, expenses or taxes)

+2.40%

+4.32%

+4.07%

Lipper Short U.S. Government Funds Index (reflects no deduction for taxes)

+2.76%

+3.87%

+3.57%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Leonard A. Aplet, CFA	Portfolio Manager	Oct. 2010
Gregory S. Liechty	Portfolio Manager	Oct. 2010
Ronald B. Stahl	Portfolio Manager	Oct. 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.

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

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 65p

Summary of VP — Davis New York Venture Fund

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

VP — Davis New York Venture Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1			Class 2			Class 3
Management fees		0.70%			0.70%			0.70%
Distribution and/or service (12b-1) fees		0.00%			0.25%			0.13%
Other expenses		0.13%			0.13%			0.13%
Total annual fund operating expenses		0.83%			1.08%			0.96%
Less: Fee waiver/expense reimbursement ^(b)		(0.06%	)		(0.06%	)		(0.06%	)
Total annual (net) fund operating expenses after fee waiver/expense reimbursement ^(b)		0.77%			1.02%			0.90%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 (excluding acquired fund fees and expenses, if any) will not exceed 0.775% for Class 1, 1.025% for Class 2 and 0.90% for Class 3.

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 incudes 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		5 years		10 years
Class 1	$	79	$	259	$	455	$	1,024
Class 2	$	104	$	338	$	591	$	1,317
Class 3	$	92	$	300	$	526	$	1,177

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE 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. The Fund may invest in any economic sector and, at times, it may emphasize one or more particular sectors. Columbia Management Investment Advisers, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund’s subadviser, Davis Selected Advisers, L.P., 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:

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

66p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Davis New York Venture Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

Sector Risk. The portfolio managers have historically invested significantly in the financial services sector. The Fund may therefore be more susceptible to the particular risks of the financial services sector than if the Fund were invested in a wider variety of companies in unrelated industries.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

40% 30% 20% 10% 0% -10% -20% -30% -40% -50% +3.84% -38.58% +31.33% +11.52% 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +20.49% (quarter ended June 30, 2009).
•	Lowest return for a calendar quarter was -24.08% (quarter ended Dec. 31, 2008).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 67p

VP — Davis New York Venture Fund

Average Annual Total Returns


			Since
			inception
(for periods ended Dec. 31, 2010)	1 year		(5/01/06)
VP — Davis New York Venture Fund:
Class 3		+11.52%		+0.44%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		+15.06%		+1.35%
Lipper Large-Cap Core Funds Index (reflects no deduction for taxes)		+12.77%		+1.00%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Davis Selected Advisers, L.P.


Portfolio Manager	Title	Managed Fund Since
Christopher C. Davis	Portfolio Manager	2006
Kenneth C. Feinberg	Portfolio Manager	2006

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

68p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Summary of VP — Goldman Sachs Mid Cap Value Fund

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

VP — Goldman Sachs Mid Cap Value Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.78%		0.78%		0.78%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.14%		0.14%		0.14%
Total annual fund operating expenses		0.92%		1.17%		1.05%


^(a)		The expense ratios have been adjusted to reflect current fees.

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 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		5 years		10 years
Class 1	$	94	$	294	$	510	$	1,136
Class 2	$	119	$	372	$	645	$	1,425
Class 3	$	107	$	334	$	580	$	1,287

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, a These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 85% of the average value of its portfolio.

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. For these purposes, the Fund considers mid-cap companies to be those whose market capitalization falls within the range of the Russell Midcap ^® Value Index (the Index). As of March 31, 2011, the capitalization range of the Index was between $208.9 million and $19.4 billion. The market capitalization range and the composition of the Index are subject to change.

Columbia Management Investment Advisers, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund’s subadviser, Goldman Sachs Asset Management, L.P., (GSAM or the Subadviser) which provides day-to-day portfolio management of the Fund.

GSAM

In constructing the Fund’s portfolio, GSAM seeks to identify quality businesses selling at compelling (conservative) valuations through intensive, firsthand fundamental research. GSAM believes that businesses represent compelling value when:


•	Market uncertainty exists.

•	Their economic value is not recognized by the market.

GSAM believes that quality businesses have:


•	Sustainable operating or competitive advantage.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 69p

VP — Goldman Sachs Mid Cap Value Fund


•	Excellent stewardship of capital.

•	Capability to earn above their cost of capital.

•	Strong or improving balance sheets and cash flows.

Among other investment strategies the Fund may invest in initial public offerings.

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. 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 securities may decline, which would negatively affect the Fund’s performance.

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.

70p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Goldman Sachs Mid Cap Value Fund

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

50% 40% 30% 20% 10% 0% -10% -20% -30% -40% -50% +0.50% +15.82% +6.03% -36.58% +36.47% +21.87% 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +19.46% (quarter ended Sept. 30, 2009).
•	Lowest return for a calendar quarter was -25.96% (quarter ended Dec. 31, 2008).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 71p

VP — Goldman Sachs Mid Cap Value Fund

Average Annual Total Returns

Since

inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(2/04/04)

VP — Goldman Sachs Mid Cap Value Fund:

Class 3

+21.87%

+5.30%

+5.79%

Russell Midcap Value Index (reflects no deduction for fees, expenses or taxes)

+24.75%

+4.08%

+7.76%

Lipper Mid-Cap Value Funds Index (reflects no deduction for taxes)

+21.64%

+4.19%

+6.73%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Goldman Sachs Asset Management, L.P.


Portfolio Manager	Title	Managed Fund Since
Sean Gallagher	Portfolio Manager	Feb. 2010
Andrew Braun	Portfolio Manager	Feb. 2010
Dolores Bamford	Portfolio Manager	Feb. 2010

BUYING AND SELLING SHARES

TAX INFORMATION

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

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

72p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Summary of VP — Partners Small Cap Value Fund

INVESTMENT OBJECTIVE

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

FEES AND EXPENSES OF THE FUND

VP — Partners Small Cap Value Fund

Annual Fund Operating Expenses ^(a) (expenses that you pay each year as a percentage of the value of your investment)


	Class 1		Class 2		Class 3
Management fees		0.92%		0.92%		0.92%
Distribution and/or service (12b-1) fees		0.00%		0.25%		0.13%
Other expenses		0.17%		0.17%		0.17%
Acquired fund fees and expenses		0.04%		0.04%		0.04%
Total annual fund operating expenses		1.13%		1.38%		1.26%
Less: Fee waiver/expense reimbursement ^(b)		(0.08%)		(0.08%)		(0.08%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(b)		1.05%		1.30%		1.18%


^(a)		The expense ratios have been adjusted to reflect current fees.


^(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, 2012, 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 1.015% for Class 1, 1.265% for Class 2, and 1.14% for Class 3.

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 the 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		5 years		10 years
Class 1	$	107	$	351	$	615	$	1,372
Class 2	$	132	$	429	$	749	$	1,656
Class 3	$	120	$	392	$	685	$	1,521

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 small capitalization companies. For these purposes, small cap companies are those that have a market capitalization, at the time of investment by the Fund, of up to $2.5 billion or that fall within the range of the Russell 2000 ^® Value Index (Index). The market capitalization range of the companies included within the Index was $7.7 million to $4.9 billion as of March 31, 2011. 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. The Fund may invest in any types of securities, including common stocks and Depository Receipts. The Fund may invest up to 25% of its net assets in foreign investments.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 73p

VP — Partners Small Cap Value Fund

Columbia Management Investment Advisers, LLC (the investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund’s subadvisers, Barrow, Hanley, Mewhinney & Strauss, LLC, Denver Investment Advisors LLC, Donald Smith & Co., Inc., River Road Asset Management, LLC and Turner Investment Partners, Inc. (the Subadvisers), which provide day-to-day management for the Fund. The investment manager, subject to the oversight of the Fund’s Board of Trustees, decides the proportion of the Fund assets to be managed by each Subadviser, and may change these proportions at any time. Each of the Subadvisers acts independently of the others and uses its own methodology for selecting investments. Each of the Subadvisers employs an active investment strategy that focuses on small companies in an attempt to take advantage of what are believed to be undervalued securities.

Although this strategy seeks to identify companies with market capitalizations in the range of the Index, the Fund may hold or buy stock in a company that is not included in the Index.

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

Focused Portfolio Risk. Because the Fund may hold a limited number securities, the Fund as a whole is subject to greater risk of loss if any of those securities declines in price.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

Multi-Adviser Risk. The Fund has multiple subadvisers. Each subadviser makes investment decisions independently from the other subadviser(s). It is possible that the security selection process of one subadviser will not complement that of the other subadviser(s). As a result, the Fund’s exposure 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.

Risks of Foreign Investing. Investments in foreign securities involve certain risks not associated with investments in U.S. companies. 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 or events occurring in the country, as well as fluctuations in currency and the risks associated with less developed custody and settlement practices.

74p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Partners Small Cap Value Fund

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 3 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table. Class 1 and Class 2 do not have one full calendar year of performance and therefore performance information for these classes is not shown.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll free 800.345.6611.

Class 3 Annual Total Returns

60% 40% 20% 0% -20% -40% -60% -12.13% +37.86% +20.01% +5.77% +20.25% -4.90% -31.57% +36.55% +24.43% 2002 2003 2004 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +22.43%% (quarter ended Sept. 30, 2009).

•	Lowest return for a calendar quarter was -23.49% (quarter ended Dec. 31, 2008).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 75p

VP — Partners Small Cap Value Fund

Average Annual Total Returns

Since

inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(8/14/01)

VP — Partners Small Cap Value Fund:

Class 3

+24.43%

+5.86%

+8.71%

Russell 2000 Value Index (reflects no deduction for fees, expenses or taxes)

+24.50%

+3.52%

+7.77%

Lipper Small-Cap Value Funds Index (reflects no deduction for taxes)

+25.74%

+4.66%

+8.73%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadvisers: Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley), Denver Investment Advisors LLC (Denver Investments), Donald Smith & Co., Inc. (Donald Smith), River Road Asset Management, LLC (River Road) and Turner Investment Partners, Inc. (Turner)


Portfolio Manager	Title	Managed Fund Since
Barrow Hanley
James S. McClure	Portfolio Manager	2004
John P. Harloe	Portfolio Manager	2004
Denver Investments
Kris Herrick	Portfolio Manager	2007
Troy Dayton	Portfolio Manager	2007
Mark Adelmann	Portfolio Manager	2007
Derek Anguilm	Portfolio Manager	2007
Liza Z. Ramirez	Portfolio Manager	2007
Donald Smith
Donald G. Smith	Portfolio Manager	2004
Richard L. Greenberg	Portfolio Manager	2004
River Road
James C. Shircliff	Portfolio Manager	2006
R. Andrew Beck	Portfolio Manager	2006
Henry W. Sanders	Portfolio Manager	2006
Turner
David Kovacs	Portfolio Manager	2008

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, that accompanies this prospectus for more information. Participants in Qualified Plans are encouraged to consult with their plan administrator for additional information.

TAX INFORMATION

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

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

76p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

More Information About the Funds

Columbia VP — Balanced Fund

INVESTMENT OBJECTIVE

The Fund seeks maximum total investment return through a combination of capital growth and current income. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

With respect to its equity securities investments, which may include among other types of equity securities, common stocks, preferred stocks and securities convertible into common or preferred stocks, the Fund invests primarily in equity securities of large-capitalization companies. The investment manager evaluates the relative attractiveness of each potential investment in constructing the Fund’s portfolio by considering a wide variety of factors which may include, among other factors, valuation, fundamentals, quantitative analysis and economic and market expectations.

The investment manager may sell a security when the Fund’s asset allocation changes; when the security’s price reaches a target set by the investment manager; if the investment manager believes that there is deterioration in the issuer’s financial circumstances or fundamental prospects, or that other investments are more attractive; or for other reasons.

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


•	Allocation Risk


•	Credit Risk


•	Derivatives Risk – Forward Contracts


•	Derivatives Risk – Futures Contracts


•	Risks of Foreign Investing


•	High-Yield Securities Risk


•	Interest Rate Risk

•	Issuer Risk

•	Liquidity Risk

•	Market Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 77p

Columbia VP — Balanced Fund


•	Mortgage-Related and Other Asset-Backed Risks


•	Prepayment and Extension Risk


•	Reinvestment Risk

PORTFOLIO MANAGEMENT

Portfolio Managers. The Fund is allocated among equity and fixed income asset classes. The portfolio manager responsible for the day-to-day management of the equity portion of the Fund is:

Guy W. Pope, CFA, Portfolio Manager


•	Managed the Fund since 2011.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia Management Group or its predecessors in 1993.


•	Began investment career in 1993.


•	BA, Colorado College; MBA — Northwestern University.

The portfolio managers responsible for the day-to-day management of the fixed-income portion of the Fund are:

Leonard A. Aplet, CFA, Portfolio Manager


•	Managed the Fund since 2011.


•	Managing Director and head of short duration fixed-income for the investment manager.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia Management Group or its predecessors in 1987.


•	Began investment career in 1978.


•	BS, Oregon State; MBA — Finance, University of California at Berkeley.

Gregory S. Liechty, Portfolio Manager


•	Managed the Fund since 2011.


•	Director and Senior Fixed-Income Portfolio Manager for the investment manager.


•	MBS/ABS sector leader for the investment manager’s short duration strategy and member of the structured assets portfolio management team.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia Management Group or its predecessors in 2005.


•	Began investment career in 1995.


•	BA and MBA, University of North Florida.

Ronald B. Stahl, CFA, Portfolio Manager


•	Managed the Fund since 2011.


•	Corporate sector leader for the investment manager’s short duration strategy and member of the investment grade corporate portfolio management team.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia Management Group or its predecessors in 1998.


•	Began investment career in 1998.


•	BS, Oregon State University; MBA, Portland State University.

Brian Lavin, CFA, Portfolio Manager


•	Managed the Fund since 2011.


•	Sector Manager on the high yield fixed income sector team.


•	Joined the investment manager in 1994 as a high yield analyst.


•	Began investment career in 1986.


•	MBA, University of Wisconsin — Milwaukee.

78p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Balanced Fund

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.”

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 79p

Columbia VP — Cash Management Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with maximum current income consistent with liquidity and stability of principal. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund restricts its investments to instruments that meet certain maturity and quality standards required by the U.S. Securities and Exchange Commission (SEC) for money market funds. For example, the Fund:


•	Invests substantially in securities rated in the highest short-term rating category, or deemed of comparable quality by the investment manager (Columbia Management Investment Advisers, LLC). However, the Fund is permitted to invest up to 3% of its total assets in securities rated in the second highest short-term rating category, or deemed to be of comparable quality by the investment manager.


•	Limits its U.S. dollar-weighted average portfolio maturity to sixty days or less and U.S. dollar-weighted average life to 120 days or less.


•	Buys obligations with remaining maturities of 397 days or less.

•	Buys only obligations that are denominated in U.S. dollars and present minimal credit risk.

In pursuit of the Fund’s objective, the investment manager chooses investments by:


•	Considering opportunities and risks given current interest rates and anticipated interest rates.

•	Purchasing securities based on the timing of cash flows in and out of the Fund.

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


•	The issuer’s credit rating declines or the investment manager expects a decline (the Fund, in certain cases, may continue to own securities that are down-graded until the investment manager believes it is advantageous to sell).

•	Political, economic, or other events could affect the issuer’s performance.

•	The investment manager identifies a more attractive opportunity.

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

PRINCIPAL RISKS OF INVESTING IN THE FUND

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by 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

•	Industry Concentration Risk

•	Interest Rate Risk

•	Reinvestment Risk

80p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Diversified Bond Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income while attempting to conserve the value of the investment for the longest period of time. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s 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 borrowing 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 increased 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. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

In pursuit of the Fund’s objective Columbia Management Investment Advisers, LLC (the investment manager) chooses investments by:


•	Evaluating the portfolio’s total exposure to sectors, industries, issuers and securities relative to the Index.

•	Analyzing factors such as credit quality, interest rate outlook and price in seeking to select the most attractive securities within each sector.

•	Investing in lower-quality (junk) bonds and foreign investments as attractive opportunities arise.

•

Targeting an average portfolio duration within two years of the duration of the Index which, as of March 31, 2011, was 4.6 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 five-year duration means a bond is expected to decrease in value by 5% if interest rates rise 1% and increase in value by 5% if interest rates fall 1%.

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


•	Identification of more attractive investments based on relative value.

•	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.

The Fund may invest in derivatives such as credit default swaps. The Fund may enter into derivatives for investment purposes, for risk management (hedging) purposes, and to increase flexibility.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Credit Risk


•	Derivatives Risk – Credit Default Swaps


•	High-Yield Securities Risk

•	Interest Rate Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 81p

Columbia VP — Diversified Bond Fund


•	Issuer Risk

•	Liquidity Risk


•	Market Risk


•	Mortgage-Related and Other Asset-Backed Risks


•	Prepayment and Extension Risk


•	Risks of Foreign/Emerging Markets Investing

PORTFOLIO MANAGEMENT

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

Alexander D. Powers, Portfolio Manager


•	Managed the Fund since 2011.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia Management Group or its predecessors in 1993.


•	Began investment career in 1979.


•	BA, Boston College, MBA, New York University’s Stern Graduate School of Business Administration.

Carl W. Pappo, CFA, Portfolio Manager


•	Managed the Fund since 2011.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia Management Group or its predecessors in 1996.


•	Began investment career in 1991.


•	BS, Babson College.

Michael Zazzarino, Portfolio Manager


•	Managed the Fund since 2011.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia Management Group or its predecessors in 2005.


•	Began investment career in 1988.


•	BS, Lafayette College, MBA, Columbia University.

Brian Lavin, CFA, Portfolio Manager


•	Managed the Fund since 2011.


•	Sector Manager on the high yield fixed income sector team.


•	Joined the investment manager in 1994 as a high yield analyst.


•	Began investment career in 1986.


•	MBA, University of Wisconsin — Milwaukee.

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.”

82p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Diversified Equity Income Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income and, as a secondary objective, steady growth of capital. Because any investment involves risk, there is no assurance these objectives can be achieved. Only shareholders can change the Fund’s objectives.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

In pursuit of the Fund’s objectives, Columbia Management Investment Advisers, LLC (the investment manager) chooses equity investments by seeking to:


•	Select companies that are undervalued based on a variety of measures, including but not limited to price-to-earnings ratios, price-to book ratios, price-to-free cash flow, current and projected dividends, sum-of-the parts or breakup value and historic relative price valuations.

•	Identify companies with moderate growth potential based on:


	•	effective management, as demonstrated by overall performance;

	•	financial strength; and

	•	underappreciated potential for improvement in industry and thematic trends.

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


•	The security is overvalued relative to alternative investments.

•	The security has reached the investment manager’s price objective.

•	The company has met the investment manager’s earnings and/or growth expectations.

•	The security exhibits unacceptable correlation characteristics with other portfolio holdings.

•	The company or the security continues to meet the other standards described above.

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

•	Market Risk

•	Sector Risk


•	Value Securities Risk

PORTFOLIO MANAGEMENT

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

Steve Schroll, Portfolio Manager


•	Managed the Fund since 2003.


•	Joined the investment manager in 1998 as a Senior Security Analyst.


•	Senior Equity Analyst, Piper Jaffray, 1988 to 1998; Equity Analyst, First Asset Management, 1985 to 1988; Equity Analyst, Dain Rauscher, 1981 to 1985.

•	Began investment career in 1981.

•	MBA, University of Minnesota.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 83p

Columbia VP — Diversified Equity Income Fund

Laton Spahr, CFA, Portfolio Manager


•	Managed the Fund since 2003.


•	Joined the investment manager in 2001 as a Security Analyst.


•	Sector Analyst, Holland Capital Management, 2000 to 2001; Statistical Research Intern, Friess Associates, 1998 to 1999.

•	Began investment career in 1998.

•	MS, University of Wisconsin, Applied Security Analysis Program.

Paul Stocking, Portfolio Manager


•	Managed the Fund since 2006.


•	Joined the investment manager in 1995 as a Senior Equity Analyst.


•	Vice President, JP Morgan Securities, 1987 to 1995; Investment Banking.

•	Began investment career in 1987.

•	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.”

84p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Dynamic Equity Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with capital appreciation. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s 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 equity securities. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy. The Fund can invest in securities of companies of any size, including small and mid-capitalization companies.


•	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 a security, the investment manager considers, among other factors, whether:


•	The investment manager believes the security is overvalued relative to other potential investments;


•	The company continues to meet the investment manager’s performance expectations; or


•	The security is removed from the Index.

The Fund’s investment strategy may involve frequent trading of portfolio securities. This may cause the Fund to incur higher transaction costs (which may adversely affect the Fund’s performance).

The Fund may invest in derivatives such as futures contracts. The Fund may enter into derivatives for investment purposes, for risk management (hedging) purposes and to increase flexibility.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Derivatives Risk – Futures Contracts


•	Issuer Risk

•	Market Risk


•	Portfolio Turnover Risk


•	Quantitative Model Risk


•	Small and Mid-Sized Company Risk

PORTFOLIO MANAGEMENT

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

Brian Condon, CFA, Portfolio Manager


•	Managed the Fund since May 2010.


•	Joined the investment manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 1999.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 85p

Columbia VP — Dynamic Equity Fund


•	Began investment career in 1993.


•	BA from Bryant University and MS in finance from Bentley 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.”

86p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Emerging Markets Opportunity Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Columbia Management Investment Advisers, LLC, investment manager, serves as the investment manager to the Fund and is responsible for oversight of the Fund’s Subadviser, Threadneedle International Limited (Threadneedle), an indirect wholly-owned subsidiary of Ameriprise Financial, Inc.

Threadneedle chooses investments by:


•	Deploying an integrated approach to equity research that incorporates regional analyses, a global sector strategy, and stock specific perspectives.

•	Conducting detailed research on companies in a consistent strategic and macroeconomic framework.

•	Looking for catalysts of change and identifying the factors driving markets, which will vary over economic and market cycles.

•	Implementing rigorous risk control processes that seek to ensure that the risk and return characteristics of the Fund’s portfolio are consistent with established portfolio management parameters.

The Subadviser constructs the portfolio by selecting what it considers to be the best stocks in each industry sector, based on return on invested capital analysis, growth and valuation. The Fund’s sector exposure generally reflects the global macroeconomic environment, the outlook for each sector and the relative valuation of the stocks among the sectors.

This analysis allows the portfolio management team to identify those stocks which it believes are most likely to produce high returns on capital in the future and which it expects should consequently deliver the best returns for investors.

A number of factors may prompt the portfolio management team to sell securities. A sale may result from a change in the composition of the Fund’s benchmark or a change in sector strategy. A sale may also be prompted by factors specific to a stock, such as valuation or company fundamentals.

The portfolio management team may actively and frequently trade securities in the Fund’s portfolio to carry out its principal strategies.

The Fund will normally have exposure to foreign currencies. The portfolio management team closely monitors the Fund’s exposure to foreign currency.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The Fund is designed for long-term investors with above-average risk tolerance.

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Risks of Foreign Emerging Markets Investing


•	Geographic Concentration Risk

•	Issuer Risk

•	Market Risk

•	Portfolio Turnover Risk

•	Sector Risk

•	Small and Mid-Sized Company Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 87p

Columbia VP — Emerging Markets Opportunity Fund

PORTFOLIO MANAGEMENT

Subadviser: Columbia Management Investment Advisers, LLC contracts with and compensates Threadneedle to manage the investment of the Fund’s assets. Columbia Management (Columbia Management) monitors the compliance of Threadneedle with the investment objectives and related policies of the Fund, reviews the performance of Threadneedle, and reports periodically to the Board. Threadneedle manages the Fund’s assets based upon its experience managing funds with investment goals and strategies substantially similar to those of the Fund. Threadneedle, located at 60 St. Mary Axe, London EC3A 8JQ, England, is an affiliate of Columbia Management and an indirect wholly-owned subsidiary of Ameriprise Financial, Inc.

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

Vanessa Donegan, Portfolio Manager


•	Managed the Fund since Sept. 2010.


•	Head of Asia and Global Emerging Markets Equities.


•	Joined Threadneedle in 1994 as Executive Director.


•	Began investment career in 1981.


•	BA, Oxford University.

Rafael Polatinsky, CFA, Portfolio Manager


•	Managed the Fund since Sept. 2010.


•	Joined Threadneedle in 2007 as Investment Analyst/Fund Manager.


•	Began investment career in 2004 as Investment Adviser with WestLB.


•	Bachelor of Accounting and Bachelor of Commerce, University of Witwatersrand, Johannesburg.

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.”

88p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Global Bond Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with high total return through income and growth of capital. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

In pursuit of the Fund’s objective, Columbia Management Investment Advisers, LLC (the investment manager) chooses investments by:


•	Considering opportunities and risks by credit rating and currency.


•	Identifying investment-grade U.S. and foreign bonds.


•	Identifying below investment-grade U.S. and foreign bonds.


•	Identifying bonds that can take advantage of currency movements and interest rate differences among nations.

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


•	The security is overvalued.


•	The security continues to meet the standards described above.

The investment manager monitors the Fund’s exposure to interest rate and foreign currency fluctuations.

The investment manager may use derivatives such as futures, forward foreign currency contracts and Mortgage To-Be-Announced (TBAs) in an effort to produce incremental earnings, to hedge existing positions, interest rate fluctuations or currency fluctuations, 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 – Forward Foreign Currency Contracts


•	Derivatives Risk – Futures Contracts


•	Risks of Foreign/Emerging Markets Investing


•	Geographic Concentration Risk

•	High-Yield Securities Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 89p

Columbia VP — Global Bond Fund


•	Interest Rate Risk


•	Issuer Risk


•	Liquidity Risk

•	Market Risk

•	Non-Diversification Risk

•	Prepayment and Extension Risk

•	Sector Risk


•	Sovereign Debt Risk

PORTFOLIO MANAGEMENT

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

Nicholas Pifer, CFA, Portfolio Manager


•	Managed the Fund since 2000.


•	Sector Leader of the Global Rates and Currency Sector Team.


•	Joined the investment manager in 2000.


•	Fixed Income Portfolio Manager, Investment Advisers, Inc., 1997 to 2000.

•	Began investment career in 1990.

•	MA, Johns Hopkins University School of Advanced International Studies.

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.”

90p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Global Inflation Protected Securities Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with total return that exceeds the rate of inflation over the long-term. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund is a non-diversified fund that, under normal market conditions, invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in inflation-protected debt securities. These securities include inflation-indexed bonds of varying maturities issued by the U.S. government and non-U.S. governments, their agencies or instrumentalities, and U.S. and non-U.S. corporations. The Fund currently intends to focus on inflation-protected debt securities issued by U.S. or foreign governments. At the time of purchase, the Fund invests only in securities rated investment grade, or, if unrated, deemed to be of comparable quality by Columbia Management Investment Advisers, LLC, 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. Up to 20% of the Fund’s net assets may be invested in non-inflation protected debt obligations issued by U.S. and foreign governments, their agencies and instrumentalities, as well as U.S. and foreign corporate debt obligations, mortgage and asset-backed securities and money market instruments. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

In pursuit of the Fund’s objective, the investment manager makes purchase and sale decisions using proprietary interest rate models and seasoned professional judgment.


•	Fund assets will be allocated among different countries and different market sectors (including different government or corporate issuers) and different maturities based on views of the relative value for each sector or maturity.

•	Duration and yield curve decisions will be based on quantitative analysis of forward looking interest rate determinants including inflation, real rates, risk premiums and relative supply/demand.


•	The Fund will target an average portfolio duration within a range of plus or minus 30% of the duration of a blended index comprised of 50% of the Barclays Capital World Government Inflation-Linked Bond Index (excluding U.S., fully hedged to the U.S. dollar) and 50% of the Barclays Capital U.S. Government Inflation-Linked Bond Index which was 8.48 years as of March 31, 2011.

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 5-year duration means a bond is expected to decrease in value by 5% if interest rates rise 1% and increase in value by 5% if interest rates fall 1%. There is no limitation on the maturities of the instruments the Fund will invest in.

The investment manager may hedge any portion of the non-U.S. dollar denominated securities in the Fund to the U.S. dollar.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Credit Risk


•	Derivatives Risk – Forward Foreign Currency Contracts

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 91p

Columbia VP — Global Inflation Protected Securities Fund


•	Risks of Foreign Investing


•	Inflation Protected Securities Risk

•	Interest Rate Risk


• Issuer Risk


•	Market Risk

•	Non-Diversification Risk

•	Prepayment and Extension Risk


•	Sovereign Debt Risk

PORTFOLIO MANAGEMENT

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

Nicholas Pifer, CFA, Portfolio Manager


•	Managed the Fund since 2005.


•	Sector Leader of the Global Rates and Currency Sector Team.


•	Joined the investment manager in 2000.


•	Fixed Income Portfolio Manager, Investment Advisers, Inc., 1997 to 2000.

•	Began investment career in 1990.

•	MA, Johns Hopkins University School of Advanced International Studies.

Vishal Khanduja, CFA, Portfolio Manager


•	Managed the Fund since Oct. 2010.


•	Sector Manager of the Global Rates and Currency Sector Team.


•	Joined the investment manager in 2008.


•	Began investment career in 2005.


•	BS — Electrical Engineering, VJTI Mumbai — India; MBA, University of Iowa.

Hong Ho, CFA, Portfolio Manager


•	Managed the Fund since Oct. 2010.


•	Sector Manager of the Global Rates and Currency Sector Team.


•	Joined the investment manager in 1995.


•	Began investment career in 1995.


•	BA, Carleton 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.”

92p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — High Yield Bond Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with high current income as its primary objective and, as its secondary objective, capital growth. Because any investment involves risk, there is no assurance these objectives can be achieved. Only shareholders can change the Fund’s objectives.

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 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 by the investment manager. Up to 25% of the Fund’s net assets may be invested in high yield debt instruments of foreign issuers. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

The Fund may invest in fixed income securities of any maturity and does not seek to maintain a particular dollar-weighted average maturity. A bond is issued with a specific maturity date, which is the date when the issuer must pay back the bond’s principal (face value). Bond maturities range from less than 1 year to more than 30 years. Typically, the longer a bond’s maturity, the more price risk the Fund, and a bond fund investor, faces as interest rates rise, but the Fund could receive a higher yield in return for that longer maturity and higher interest rate risk. Because the Fund emphasizes high-yield investments, analysis of credit risk is more important in selecting investments than either maturity or duration. While maturity and duration are both closely monitored, neither is a primary factor in the decision making process.

In pursuit of the Fund’s objectives, Columbia Management Investment Advisers, LLC (the investment manager) chooses investments using:


•	Rigorous, in-house credit research using a proprietary risk and relative value rating system with the goal of generating strong risk-adjusted returns.


•	A process focused on identifying issuers with improving credit quality characterized by several factors including:


	•	stable and strengthening cash flows,


	•	the ability to de-leverage through free cash flow,


	•	asset valuations supporting debt,


	•	strong management,


	•	strong and sustainable market positioning, and


	•	access to capital.


•	A top down assessment of broad economic and market conditions to determine quality and industry weightings.

Additionally, for bank loans, the investment manager’s process includes 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 sell an investment, considerations by the investment manager include but are not limited to:


•	Deterioration in the issuer’s results relative to analyst expectations,


•	Inability of the issuer to de-leverage,


•	Reduced asset coverage for the issuer,


•	Deterioration in the issuer’s competitive position,


•	Reduced access to capital for the issuer,


•	Changes in the issuer’s management,

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 93p

Columbia VP — High Yield Bond Fund


•	The investment manager’s price target for the security has been achieved, and


•	The investment manager’s assessment of the security’s relative upside value is limited.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Counterparty Risk


•	Credit Risk

•	High-Yield Securities Risk

•	Highly Leveraged Transactions Risk

•	Impairment of Collateral Risk


•	Interest Rate Risk


•	Issuer Risk


•	Liquidity Risk

•	Market Risk

•	Prepayment and Extension Risk


•	Risks of Foreign Investing

PORTFOLIO MANAGEMENT

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

Jennifer Ponce de Leon, Portfolio Manager


•	Managed the Fund since May 2010.


•	Sector Leader of the high yield fixed income sector team since 2003.


•	Joined the investment manager in 1997.


•	Began investment career in 1989.


•	MBA, DePaul University.

Brian Lavin, CFA, Portfolio Manager


•	Managed the Fund since May 2010.


•	Sector Manager on the high yield fixed income sector team.


•	Joined the investment manager in 1994 as a high yield analyst.


•	Began investment career in 1986.


•	MBA, University of Wisconsin — Milwaukee.

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.”

94p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Income Opportunities Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high total return through current income and capital appreciation. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE 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 in the investment manager’s opinion to be of comparable quality. If a security falls below a B rating after investment by the Fund, the Fund may continue to hold the security. Up to 25% of the Fund’s net assets may be in foreign investments.

In pursuit of the Fund’s objectives, Columbia Management Investment Advisers, LLC (the investment manager) chooses investments using:


•	Rigorous, in-house credit research using a proprietary risk and relative value rating system with the goal of generating strong risk-adjusted returns.


•	A process focused on identifying issuers with improving credit quality characterized by several factors including:


	•	stable and strengthening cash flows,


	•	the ability to de-leverage through free cash flow,


	•	asset valuations supporting debt,


	•	strong management,


	•	strong and sustainable market positioning, and


	•	access to capital.


•	A top down assessment of broad economic and market conditions to determine quality and industry weightings.

In evaluating whether to sell an investment, considerations by the investment manager include but are not limited to:


•	Deterioration in the issuer’s results relative to analyst expectations,


•	Inability of the issuer to de-leverage,


•	Reduced asset coverage for the issuer,


•	Deterioration in the issuer’s competitive position,


•	Reduced access to capital for the issuer,


•	Changes in the issuer’s management,


•	The investment manager’s price target for the security has been achieved, and


•	The investment manager’s assessment of the security’s relative upside value is limited.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 95p

Columbia VP — Income Opportunities Fund

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Counterparty Risk


•	Credit Risk

•	Highly Leveraged Transactions Risk


•	High-Yield Securities Risk


•	Impairment of Collateral Risk


•	Interest Rate Risk


• Issuer Risk


•	Liquidity Risk

•	Market Risk

•	Prepayment and Extension Risk


•	Risks of Foreign Investing

PORTFOLIO MANAGEMENT

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

Brian Lavin, CFA, Portfolio Manager


•	Managed the Fund since 2004.

•	Sector Manager on high yield fixed income sector team.


•	Joined the investment manager in 1994 as a high yield analyst.


•	Began investment career in 1986.

•	MBA, University of Wisconsin — Milwaukee.

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.”

96p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — International Opportunity Fund

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Columbia Management Investment Advisers, LLC (the investment manager) serves as the investment manager to the Fund and is responsible for oversight of the Fund’s subadviser, Threadneedle International Limited (Threadneedle), an indirect wholly-owned subsidiary of Ameriprise Financial, Inc.

Threadneedle chooses investments by:


•	Deploying an integrated approach to equity research that incorporates regional analyses, an international sector strategy, and stock specific perspectives.

•	Conducting detailed research on companies in a consistent strategic and macroeconomic framework.

•	Looking for catalysts of change and identifying the factors driving markets, which will vary over economic and market cycles.

•	Implementing rigorous risk control processes that seek to ensure that the risk and return characteristics of the Fund’s portfolio are consistent with established portfolio management parameters.

Threadneedle determines the allocation of the Fund’s assets among various regions at a monthly meeting on asset allocation and regional strategy. The allocation is reviewed weekly at a meeting at which all of Threadneedle’s regional teams who cover foreign securities are represented.

Using its extensive research, the Fund’s portfolio management team constructs the Fund’s portfolio using the portfolio management team’s ideas and highest convictions.

Stocks are selected by:


•	Evaluating the opportunities and risks within regions and sectors;

•	Assessing valuations; and

•	Evaluating one or more of the following: balance sheets and cash flows, the demand for a company’s products or services, its competitive position, or its management.

The Fund will normally have exposure to foreign currencies. The portfolio management team closely monitors the Fund’s exposure to foreign currency.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The Fund is designed for investors with an above-average risk tolerance.

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Risks of Foreign/Emerging Markets Investing


•	Geographic Concentration Risk

•	Issuer Risk

•	Market Risk

•	Small and Mid-Sized Company Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 97p

Columbia VP — International Opportunity Fund

PORTFOLIO MANAGEMENT

Subadviser: Columbia Management Investment Advisers, LLC (Columbia Management) contracts with and compensates Threadneedle to manage the investment of the Fund’s assets. Columbia Management monitors the compliance of Threadneedle with the investment objectives and related policies of the Fund, reviews the performance of Threadneedle, and reports periodically to the Board. Threadneedle manages the Fund’s assets based upon its experience managing funds with investment goals and strategies substantially similar to those of the Fund. Threadneedle, located at 60 St. Mary Axe, London EC3A 8JQ, England, is an affiliate of Columbia Management, and an indirect wholly-owned subsidiary of Ameriprise Financial, Inc.

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

Alex Lyle, Portfolio Manager


•	Head of managed funds.

•	Managed the Fund since 2003.

•	Joined Threadneedle in 1994, where he managed the U.K. equity investments for some large insurance clients and has run a wide range of portfolios.

•	Began investment career in 1980.

•	MA, Oxford University.

Esther Perkins, CFA, Deputy Portfolio Manager


•	Head of EAFE Equities.

•	Deputy managed the Fund since 2008.

•	Joined Threadneedle in 2008 as a fund manager.

•	Began investment career in 1998 as an equity trader at Goldman Sachs International, 1998-2003. From 2004-2008, she was an Investment Director at Standard Life Investments, managing global portfolios.

•	BA, Oxford University; MA, University of Pennsylvania; MBA, Wharton Business School.

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.”

98p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — 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 companies that fall within the range of the Russell 1000 ^® Growth Index (Index). The market capitalization range of the companies included within the Index was $219.6 million to $316.6 billion as of March 31, 2011. The market capitalization range of the companies in the Index is subject to change. In addition to its primary investments in large-capitalization companies, the Fund may invest up to 20% of its net assets in small and mid-capitalization companies. Columbia Management Investment Advisers, 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. The investment manager may actively and frequently trade securities in the Fund’s portfolio to carry out its principal strategy. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

In selecting individual securities for investment, the investment manager looks to identify large companies that it believes display certain characteristics, including but not limited to, one or more of the following:


•	Strong or improving company fundamentals;

•	Strong management;

•	Market earnings expectations are at or below the investment manager’s estimates;

•	Potential for improvement in overall operations (a catalyst for growth in revenues and/or earnings);

•	Low valuations relative to projected earnings growth rates (i.e., low price/earnings ratio); and/or

•	Potential for above-average growth.

The Fund will generally sell a stock when the investment manager believes that:


•	The company fundamentals have deteriorated;

•	The company’s catalyst for growth is already reflected in the stock’s price (i.e., the stock is fully valued); or

•	The investment manager’s price target has been met.

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

•	Market Risk

•	Portfolio Turnover Risk

•	Small and Mid-Sized Company Risk

PORTFOLIO MANAGEMENT

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

John T. Wilson, CFA, Portfolio Manager


•	Managed the Fund since May 2010.


•	Joined the investment manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since July 2005. Prior to July 2005, Mr. Wilson was a managing director and head of the Large Cap Core Team of State Street Research and Management from May 1996 to July 2005.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 99p

Columbia VP — Large Cap Growth Fund

Peter Deininger, Portfolio Manager


•	Managed the Fund since May 2010.


•	Joined the investment manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since October 2002.

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.”

100p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Mid Cap Growth Opportunity Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with growth of capital. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s 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) at the time of purchase in the common stocks of mid-capitalization companies. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy. Columbia Management Investment Advisers, LLC (the investment manager) defines mid-cap companies as those whose market capitalization (number of shares outstanding multiplied by the share price) falls within the market capitalization range of the companies that comprise the Russell Midcap ^® Growth Index (the Index). The market capitalization range of the companies included within the Index was $671 million to $24.9 billion as of March 31, 2011. 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 investment manager may select investments for either their short-, medium or long-term prospects.

In pursuit of the Fund’s objective, the investment manager chooses equity investments by, among other things:


•	Analyzing a company’s:


	•	management’s track record;

	•	financial strength;

	•	growth potential (on average, a company’s expected ability to generate future earnings growth of at least 15% per year); and

	•	competitive market position.


•	Identifying sectors with growth potential and weighting purchases in those sectors more heavily.

•	Considering market trends and identifying opportunities within multiple industries that offer a desirable risk/reward trade-off for shareholders.

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


•	The security is overvalued relative to alternative investments.

•	The company has met the investment manager’s earnings and/or growth expectations.

•	Political, economic, or other events could affect the company’s performance.

•	The company or the security continues to meet the other standards described above.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Issuer Risk

•	Market Risk

•	Mid-Sized Company Risk


•	Sector Risk

PORTFOLIO MANAGEMENT

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

John K. Schonberg, CFA, Senior Portfolio Manager


•	Managed the Fund since Oct. 2006.

•	Equity Team Leader.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 101p

Columbia VP — Mid Cap Growth Opportunity Fund


•	Joined the investment manager in 1997.


•	Began investment career in 1988.

•	BS, University of Nebraska.

Sam Murphy, Associate Portfolio Manager


•	Managed the Fund since June 2007.


•	Employed by the investment manager from 1999-2002; returned to the investment manager in 2006 as a Senior Research Analyst.


•	Began investment career in 1989.

•	MBA, University of Pennsylvania, Wharton School of Business.

Mike Marzolf, Associate Portfolio Manager


•	Managed the Fund since June 2007.


•	Joined the investment manager in 2007 as an Associate Portfolio Manager.


•	Began investment career in 1998.

•	BS, University of St. Thomas.

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.”

102p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Mid Cap Value Opportunity Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term growth of capital. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

In pursuit of the Fund’s objective, Columbia Management Investment Advisers, LLC (the investment manager), chooses equity investments by seeking to:


•	Select companies that are undervalued based on a variety of measures, including but not limited to price-to-earnings ratios, price-to-book ratios, price-to-free cash flow, current and projected dividends, sum-of-the parts or breakup value and historic relative price valuations.

•	Identify companies with growth potential based on:


	•	effective management, as demonstrated by overall performance;

	•	financial strength; and

	•	underappreciated potential for improvement in industry and thematic trends.

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


•	The security is overvalued relative to alternative investments.

•	The security has reached the investment manager’s price objective.

•	The company has met the investment manager’s earnings and/or growth expectations.

•	The security exhibits unacceptable correlation characteristics with other portfolio holdings.

•	The company or the security continues to meet the other standards described above.

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

•	Market Risk


•	Small and Mid-Sized Company Risk


•	Sector Risk

•	Value Securities Risk

PORTFOLIO MANAGEMENT

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

Steve Schroll, Portfolio Manager


•	Managed the Fund since 2005.


•	Joined the investment manager in 1998 as a Senior Security Analyst.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 103p

Columbia VP — Mid Cap Value Opportunity Fund


•	Senior Equity Analyst, Piper Jaffray, 1988 to 1998; Equity Analyst, First Asset Management, 1985 to 1988; Equity Analyst, Dain Rauscher, 1981 to 1985.

•	Began investment career in 1981.

•	MBA, University of Minnesota.

Laton Spahr, CFA, Portfolio Manager


•	Managed the Fund since 2005.


•	Joined the investment manager in 2001 as a Security Analyst.


•	Sector Analyst, Holland Capital Management, 2000 to 2001; Statistical Research Intern, Friess Associates, 1998 to 1999.

•	Began investment career in 1998.

•	MS, University of Wisconsin, Applied Security Analysis Program.

Paul Stocking, Portfolio Manager


•	Managed the Fund since 2006.


•	Joined the investment manager in 1995 as a Senior Equity Analyst.


•	Vice President, JP Morgan Securities, 1987 to 1995; Investment Banking.

•	Began investment career in 1987.

•	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.”

104p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — S&P 500 Index Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital appreciation. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund seeks to provide investment results that correspond to the total return (the combination of appreciation and income) of large-capitalization stocks of U.S. companies. The Fund invests in common stocks included in the Standard & Poor’s 500 Index (S&P 500 or the Index). The S&P 500 is made up primarily of large-capitalization companies that represent a broad spectrum of the U.S. economy. 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 securities that are contained in the S&P 500. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

The investment manager will monitor the performance of the Fund against the Index and will adjust the Fund’s holdings, as necessary, to minimize tracking error. In the event a correlation of 0.95 or better is not achieved, the Fund’s Board of Trustees (Board) will consider alternative arrangements.

The Fund may change its target Index for a different index if the current Index is discontinued or if the Fund’s Board believes a different index would better enable the Fund to match the performance of the market segment represented by the current Index. The substitute index will measure the same general segment of the market as the current Index.

Although index funds, by their nature, tend to be tax-efficient investments, the Fund generally is managed without regard to tax efficiency.

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


•	The security continues to be included in the S&P 500.


•	Corporate actions have affected the company’s security (such as corporate reorganizations, mergers or acquisitions).


•	A company’s market weighting otherwise changes with respect to the S&P 500.


•	Timing of cash flows in and out of the Fund requires the investment manager to sell a security.

For more information on investment strategies and the S&P 500, please refer to the SAI. “Standard & Poor’s ^® ”, “S&P”, “S&P 500 ^® ” and “Standard & Poor’s 500 ^® ” are trademarks of The McGraw-Hill Companies, Inc. These trademarks have been licensed for use by affiliates of Ameriprise Financial, Inc. The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor’s or any of its subsidiaries or affiliates (the “Licensors”) and the Licensors make no representation regarding the advisability of investing in the Fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Indexing Risk

•	Market Risk

•	Tracking Error Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 105p

Columbia VP — S&P 500 Index Fund

PORTFOLIO MANAGEMENT

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

Alfred F. Alley III, CFA, Portfolio Manager


•	Managed the Fund since May 2010.


•	Joined the investment manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since June 2005. Prior to June 2005, Mr. Alley was a managing partner at Tandem Trading, LLC from October 2001 to June 2005.

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.”

106p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Select Large-Cap Value 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 equity securities of companies with a market capitalization greater than $5 billion. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy. The Fund can invest in any economic sector and, at times, it may emphasize one or more particular sectors. In pursuit of the Fund’s objective, the investment manager, Columbia Management Investment Advisers, LLC, uses a bottom-up stock selection approach. This means that the investment manager concentrates on individual company fundamentals, rather than on a particular industry.

In selecting investments, the investment manager seeks to identify value companies that it believes display certain characteristics, including but not limited to, one or more of the following:


•	a low price-to-earnings and/or low price-to-book ratio;

•	positive change in senior management;

•	positive corporate restructuring;

•	temporary setback in price due to factors that no longer exist;

•	a positive shift in the company’s business cycle; and/or

•	a catalyst for increase in the rate of the company’s earnings growth.

The Fund generally holds a small number of securities because the investment manager believes doing so allows it to adhere to its disciplined value investment approach. The investment manager maintains close contact with the management of each company in which the Fund invests or the third-party analysts covering such companies, and closely monitors Fund’s holdings, remaining sensitive to overvaluation and deteriorating fundamentals.

In deciding whether to sell a security, the investment manager considers whether:


•	the security has become fully valued;

•	the security’s fundamentals have deteriorated; or

•	ongoing evaluation reveals that there are more attractive investment opportunities available.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Focused Portfolio Risk


•	Issuer Risk


•	Market Risk

•	Sector Risk

•	Value Securities Risk

PORTFOLIO MANAGEMENT

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

Neil T. Eigen, Portfolio Manager


•	Managed the Fund since Nov. 2008.


•	Prior to the investment manager’s acquisition of J. & W. Seligman & Co. Incorporated (Seligman) in Nov. 2008, Mr. Eigen was head of the Seligman Value Team since he joined Seligman in 1997. Mr. Eigen was also a Director and Managing Director of Seligman and Director of Seligman Advisors, Inc. and Seligman Services, Inc.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 107p

Columbia VP — Select Large-Cap Value Fund


•	Prior to joining Seligman, Mr. Eigen was a Senior Managing Director of Bear, Stearns & Co., serving as Chief Investment Officer and Director of Equities of Bear, Stearns Asset Management. Prior to that, he was Executive Vice President and Senior Equity Manager at Integrated Resources Asset Management. Mr. Eigen also spent six years at The Irving Trust Company as a Senior Portfolio Manager and Chairman of the Equity Selection Committee.

•	BS, New York University.

Richard S. Rosen, Portfolio Manager


•	Managed the Fund since Nov. 2008.


•	Prior to the investment manager’s acquisition of Seligman in Nov. 2008, Mr. Rosen was a Managing Director of Seligman.


•	Prior to joining Seligman in 1997, Mr. Rosen was a Senior Portfolio Manager at Bear Stearns Asset Management (BSAM), and a Managing Director at Bear, Stearns & Co. Inc.

•	MBA, New York University.

Mr. Eigen and Mr. Rosen each have decision making authority with respect to the investments of the Fund, although, Mr. Eigen typically makes the final decision with respect to investments made by the Fund.

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.”

108p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Select Smaller-Cap Value Fund

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund’s assets primarily are invested in equity securities. 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 with market capitalizations of up to $2 billion or that fall within the range of the Russell 2000 ^® Index (Index) at the time of investment. The market capitalization range of the companies included within the Index was $7.7 million to $5.7 billion as of March 31, 2011. The market capitalization range of the companies in the Index is subject to change. 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. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

In pursuit of the Fund’s objective, Columbia Management Investment Advisers, LLC (the investment manager) uses a bottom-up stock selection approach. This means that the investment manager concentrates on individual company fundamentals, rather than on a particular industry.

In selecting investments, the investment manager seeks to identify value companies that it believes display certain characteristics, including but not limited to, one or more of the following:


•	a low price-to-earnings and/or low price-to-book ratio;

•	positive change in senior management;

•	positive corporate restructuring;

•	temporary setback in price due to factors that no longer exist;

•	positive shift in the company’s business cycle; and/or

•	a catalyst for increase in the rate of the company’s earnings growth.

The Fund generally holds a small number of securities because the investment manager believes doing so allows it to adhere to its disciplined value investment approach. The investment manager maintains close contact with the management of each company in which the Fund invests or the third-party analysts covering such companies, and closely monitors Fund holdings, remaining sensitive to overvaluation and deteriorating fundamentals.

In deciding whether to sell a security, the investment manager considers whether:


•	it has become fully valued,

•	its fundamentals have deteriorated, or

•	ongoing evaluation reveals that there are more attractive investment opportunities available.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Focused Portfolio Risk

•	Risks of Foreign Investing

•	Issuer Risk

•	Market Risk

•	Sector Risk

•	Small Company Risk

•	Value Securities Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 109p

Columbia VP — Select Smaller-Cap Value Fund

PORTFOLIO MANAGEMENT

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

Neil T. Eigen, Portfolio Manager


•	Managed the Fund since Dec. 2008.


•	Prior to the investment manager’s acquisition of J. & W. Seligman & Co. Incorporated (Seligman) in Nov. 2008, Mr. Eigen was head of the Seligman Value Team since he joined Seligman in 1997. Mr. Eigen was also a Director and Managing Director of Seligman and Director of Seligman Advisors, Inc. and Seligman Services, Inc.


•	Prior to joining Seligman, Mr. Eigen was a Senior Managing Director of Bear, Stearns & Co., serving as Chief Investment Officer and Director of Equities of Bear, Stearns Asset Management. Prior to that, he was Executive Vice President and Senior Equity Manager at Integrated Resources Asset Management. Mr. Eigen also spent six years at The Irving Trust Company as a Senior Portfolio Manager and Chairman of the Equity Selection Committee.

•	BS, New York University.

Richard S. Rosen, Portfolio Manager


•	Managed the Fund since Dec. 2008.


•	Prior to the investment manager’s acquisition of Seligman in Nov. 2008, Mr. Rosen was a Managing Director of Seligman.


•	Prior to joining Seligman in 1997, Mr. Rosen was a Senior Portfolio Manager at Bear Stearns Asset Management (BSAM), and a Managing Director at Bear, Stearns & Co. Inc.

•	MBA, New York 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.”

110p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Short Duration U.S. Government Fund

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income and safety of principal consistent with an investment in U.S. government and government agency securities. Because any investment involves risk, there is no assurance these objectives can be achieved. Only shareholders can change the Fund’s objectives.

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 debt securities issued or guaranteed as to principal and interest by the U.S. government, or its agencies or instrumentalities. Shareholders will be given at least 60 days’ written notice of any change in the 80% policy. 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. The Fund may also invest in debt securities that are not issued by the U.S. government, its agencies or instrumentalities, as well as securities denominated in currencies other than the U.S. dollar.

In pursuit of the Fund’s objectives, Columbia Management Investment Advisers, LLC (the investment manager) chooses investments by:


•	Reviewing credit characteristics and the interest rate outlook.

•	Identifying and buying securities that are high quality or have similar qualities, in the investment manager’s opinion, even though they are not rated or have been given a lower rating by a rating agency.

Under normal market conditions, the Fund will seek to maintain an average portfolio duration of one to three 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, whether:


•	The security is overvalued relative to alternative investments.

•	The investment manager wishes to lock-in profits.


•	Changes are anticipated in the interest rate or economic outlook.


•	A more attractive opportunity exists.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Credit Risk


•	Derivatives Risk – Forward Contracts


•	Derivatives Risk – Futures Contracts


•	Interest Rate Risk

•	Market Risk

•	Prepayment and Extension Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 111p

Columbia VP — Short Duration U.S. Government Fund

PORTFOLIO MANAGEMENT

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

Leonard A. Aplet, CFA, Portfolio Manager


•	Managed the Fund since Oct. 2010.


•	Managing Director and head of short duration fixed-income for the investment manager.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia

Management Group or its predecessors in 1987.


•	Began investment career in 1978.


•	BS, Oregon State; MBA — Finance, University of California at Berkeley.

Gregory S. Liechty, Portfolio Manager


•	Managed the Fund since Oct. 2010.


•	Director and Senior Fixed-Income Portfolio Manager for the investment manager.


•	MBS/ABS sector leader for the investment manager’s short duration strategy and member of the structured assets portfolio management team.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia

Management Group or its predecessors in 2005.


•	Began investment career in 1995.


•	BA and MBA, University of North Florida.

Ronald B. Stahl, CFA, Portfolio Manager


•	Managed the Fund since Oct. 2010.


•	Corporate sector leader for the investment manager’s short duration strategy and member of the investment grade corporate portfolio management team.


•	Joined the investment manager in May 2010 when it acquired Columbia Management Group. Joined Columbia Management Group or its predecessors in 1998.


•	Began investment career in 1998.


•	BS, Oregon State University; MBA, Portland 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.”

112p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Davis New York Venture Fund

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE 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. The Fund may invest in any economic sector and, at times, it may emphasize one or more particular sectors. Columbia Management Investment Advisers, LLC (investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund’s subadviser, Davis Selected Advisers, L.P. (Davis or the Subadviser), which provides day-to-day portfolio management of the Fund.

Over the years, Davis has developed a list of characteristics that the portfolio managers believe help companies to create shareholder value over the long term and manage risk. While few companies possess all of these characteristics at any given time, Davis searches for companies that demonstrate, in its view, a majority or an appropriate mix of these characteristics:


•	Proven track record

•	Significant alignment of interests in business

•	Intelligent application of capital

•	Strong balance sheet

•	Low cost structure

•	High returns on capital

•	Non-obsolescent products/services

•	Dominant or growing market share

•	Global presence and brand names

After determining which companies the Subadviser wishes to own, it then turns its analysis to determining the intrinsic value of those companies’ common stock. The Subadviser seeks to identify common stocks which can be purchased at attractive valuations relative to their intrinsic value. The Subadviser’s goal is to invest in companies for the long term. It considers selling a stock if it believes the stock’s market price exceeds its estimate of intrinsic value, or if the ratio of the risks and rewards of continuing to own the company is no longer attractive.

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

•	Market Risk

•	Sector Risk


•	Value Securities Risk

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 113p

VP — Davis New York Venture Fund

PORTFOLIO MANAGEMENT

Columbia Management Investment Advisers, LLC (Columbia Management) selects, contracts with and compensates the Subadviser to manage the investment of the Fund’s assets. Columbia Management monitors the compliance of the Subadviser with the investment objective and related policies of the Fund, reviews the performance of the Subadviser, and reports periodically to the Board.

Subadviser: Davis, which has served as Subadviser to the Fund since April 2006, is located at 2949 East Elvira Road, Suite 101, Tucson, Arizona. Davis, subject to the approval of Columbia Management, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management.

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


•	Christopher C. Davis, Co-Portfolio Manager. Mr. Davis has been a portfolio manager for the Davis New York Venture Fund since October 1995. Mr. Davis has worked as a research analyst and portfolio manager for Davis since 1989.

•	Kenneth C. Feinberg, Co-Portfolio Manager. Mr. Feinberg has been a portfolio manager for the Davis New York Venture Fund since May 1998. Mr. Feinberg has worked as a research analyst for Davis since 1994.

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.”

114p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Goldman Sachs Mid Cap Value 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. For these purposes, the Fund considers mid-cap companies to be those whose market capitalization falls within the range of the Russell Midcap ^® Value Index (the Index). As of March 31, 2011, the capitalization range of the Index was between $208 million and $19.4 billion. The market capitalization range and the composition of the Index are subject to change. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

GSAM


•	Market uncertainty exists.

•	Their economic value is not recognized by the market.

GSAM believes that quality businesses have:


•	Sustainable operating or competitive advantage.

•	Excellent stewardship of capital.

•	Capability to earn above their cost of capital.

•	Strong or improving balance sheets and cash flows.

Among other investment strategies the Fund may invest in initial public offerings.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Issuer Risk

•	Market Risk

•	Mid-Sized Company Risk


•	Initial Public Offering (IPO) Risk


•	Value Securities Risk

PORTFOLIO MANAGEMENT

Columbia Management Investment Advisers, LLC (Columbia Management) selects, contracts with and compensates the Subadviser to manage the investments of the Fund’s assets. Columbia Management monitors the compliance of the Subadviser with the investment objective and related policies of the Fund, reviews the performance of the Subadviser, and reports periodically to the Board.

Subadviser: GSAM, which has served as subadviser to the Fund since February 2010, is located at 200 West Street, New York, New York 10282. GSAM, subject to the supervision of Columbia Management, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management. The portfolio managers responsible for the day-to-day management of the Fund are:

Sean Gallagher, Managing Director, US Value Equity Co-CIO, Portfolio Manager


•	Managed the Fund since Feb. 2010.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 115p

VP — Goldman Sachs Mid Cap Value Fund


•	Mr. Gallagher oversees the portfolio management and investment research efforts for the firm’s US value equity accounts. Mr. Gallagher has been a member of the US Value Equity team since 2000. He currently has research responsibilities for telecommunications, media, cable and health care. Prior to joining Goldman Sachs, he spent six years as a research analyst at Merrill Lynch Asset Management.

•	Joined GSAM in 2000.

•	Began investment career in 1993.

•	BS, Drexel University; MBA, Stern School of Business at New York University.

Andrew Braun, Managing Director, US Value Equity Co-CIO, Portfolio Manager


•	Managed the Fund since Feb. 2010.

•	Mr. Braun oversees the portfolio management and investment research efforts for the firm’s US value equity accounts. Mr. Braun has been a member of the US Value Equity team since 1997. He currently has research responsibility for banks, specialty finance and broker dealers. He has also covered insurance, basic materials, environmental services and transportation stocks throughout his tenure at Goldman Sachs. Prior to joining the firm, Mr. Braun worked in the corporate finance department at Dillon Read.

•	Joined GSAM in 1993.

•	Began investment career in 1991.

•	BA, Harvard University; MBA, Stern School of Business at New York University.

Dolores Bamford, CFA, Managing Director, Portfolio Manager


•	Managed the Fund since Feb. 2010.

•	Ms. Bamford has broad research responsibilities across the value portfolios and oversees the portfolio construction and investment research for the firm’s mid cap value accounts. Prior to her arrival at Goldman Sachs, Ms. Bamford was a portfolio manager at Putnam Investments for Value products since 1992.

•	Joined GSAM in 2002.

•	Began investment career in 1989.

•	BA, Wellesley College; MS, MIT Sloan 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.”

116p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Partners Small Cap Value 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 small capitalization companies. For these purposes, small cap companies are those that have a market capitalization, at the time of investment by the Fund, of up to $2.5 billion or that fall within the range of the Russell 2000 ^® Value Index (Index). The market capitalization range of the companies included within the Index was $7.7 million to $4.9 billion as of March 31, 2011. 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. The Fund may invest in any type of securities including common stocks and Depository Receipts. The Fund may invest up to 25% of its net assets in foreign investments. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

Columbia Management Investment Advisers, LLC (the investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund’s subadvisers, Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley), Denver Investment Advisors LLC (Denver Investments), Donald Smith & Co., Inc. (Donald Smith), River Road Asset Management, LLC (River Road) and Turner Investment Partners, Inc. (Turner) (collectively, the Subadvisers), which provide day-to-day management for the Fund. The investment manager, subject to the oversight of the Fund’s Board of Trustees, decides the proportion of the Fund assets to be managed by each subadviser, and may change these proportions at any time. Each of the Subadvisers acts independently of the others and uses its own methodology for selecting investments. Each of the Subadvisers employs an active investment strategy that focuses on small companies in an attempt to take advantage of what are believed to be undervalued securities.

Although this strategy seeks to identify companies with market capitalizations in the range of the Index, the Fund may hold or buy stock in a company that is not included in the Index.

Barrow Hanley

Barrow Hanley uses a value-added proprietary research process to select small capitalization, low-expectation stocks of companies in which the value of the underlying business is believed to be significantly greater than the market price. This difference in the valuation is referred to as a “value gap.” The value gap is typically indicated by below average P/E ratios (on normalized earnings), above average free cash flow yields, as well as better than market levels of internal growth and return on capital.

Barrow Hanley screens the universe of roughly 1,500 companies that possess characteristics desired by Barrow Hanley. The result is a “Prospect List” of approximately 150 companies on which the Barrow Hanley small cap team undertakes fundamental analysis. Firsthand fundamental research is the foundation of Barrow Hanley’s qualitative analysis. The assumptions and forecasts developed by Barrow Hanley are installed in two real-time models used to ensure consistency and discipline in the investment process — the Cash Flow Yield Model and the Relative Return Model. Stocks that appear undervalued on both models are candidates for purchase. New investment candidates are evaluated against existing holdings and those holdings with the smallest remaining value gap are considered for sale. Barrow Hanley will construct its portion of the Fund’s portfolio from the bottom up, one security at a time. Portfolio holdings will average approximately 35-45 stocks with an average weighting of 3% to 5%.

Denver Investments

Denver Investments’ investment strategy is based on three factors: 1) positive free cash flow and an attractive valuation relative to free cash flow; 2) effective use by management of free cash flow; and 3) a dividend-paying emphasis. Free cash flow is the cash available for the company to create value for shareholders after all cash expenses, taxes and maintenance capital investments are made. The style employs a quantitative model to identify opportunities in the investment universe; however, the process emphasizes independent fundamental research and modeling to analyze securities.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 117p

VP — Partners Small Cap Value Fund

The initial universe consists of dividend-paying public companies within the market capitalization range of the Russell 2000 Value Index. Denver Investments screens this universe with a proprietary, sector-based multi-factor model. The screen aims to identify stocks that are not only inexpensive, but also have fundamentals (revenues, margins, and asset turnover) that are showing early signs of improvement. The most attractively ranked stocks are candidates for fundamental analysis. Denver Investments uses independent fundamental research to identify companies where it believes the early fundamental improvement in free cash flow is sustainable and not yet recognized by the market. The proprietary fundamental model uses three separate approaches to establish intrinsic value: 1) discounted free cash flow analysis; 2) returns-based peer analysis; and 3) cash flow returns and reinvestment opportunities. The greatest weight is placed on the free cash flow valuation. In general, stocks with more potential upside based on the estimated intrinsic value are given higher weight.

There are four reasons Denver Investments will sell a stock:


•	Estimate of intrinsic value is reached;

•	Changes in fundamentals violate original investment thesis;

•	More attractive investment ideas are developed; and/or

•	Stock appreciates out of our market-cap parameters.

Donald Smith

Donald Smith employs a strict bottom-up approach that seeks to invest in stocks of out-of-favor companies selling below tangible book value. Donald Smith looks for companies in the bottom decile of price-to-tangible book value ratios and with a positive outlook for earnings potential over the next 2-4 years. Donald Smith screens about 10,000 companies from various databases. Those companies that meet the criteria are added to the proprietary Watch List, which contains a list of 300 names of low price/tangible book value stocks. From this Watch List, Donald Smith chooses the most attractive 30-50 names after completing its in-depth research.

Donald Smith will generally sell a stock when it appreciates rapidly, if a better idea is found, or if fundamentals deteriorate.

River Road

River Road selects stocks one at a time based on that stock’s individual, fundamental merits. River Road’s security analysis is conducted in-house using dynamic and systematic research and focuses on identifying the most attractive companies that best meet River Road’s five critical stock characteristics. The first characteristic is that a security be priced at a discount to the assessed absolute value. The second characteristic is an attractive business model. River Road seeks to invest in companies with sustainable, predictable, and understandable business models. The third characteristic is shareholder-oriented management. River Road seeks capable, honest management teams with proven experience and a willingness to assume a material stake in their business. Thus, River Road looks for management ownership, stock buybacks, and value enhancing actions. The fourth characteristic is financial strength. River Road seeks companies with an attractive balance sheet and free cash flow. The fifth characteristic River Road looks for is companies with limited Wall Street analyst coverage that are undiscovered, under-followed, or misunderstood.

There are three general circumstances in which River Road will sell a security:


•	Position size exceeds risk management guidelines (position its price target or becomes too large in the portfolio);

•	Declining fundamentals (a stock will be sold if its fundamentals turn negative, and/or gives reason to believe it will not achieve River Road’s expectations within an acceptable level of risk); and

•	Unacceptable losses accumulate.

Turner

Turner believes that consistent out-performance relative to stated benchmark over a full market cycle may be best achieved by identifying the characteristics that are consistently predictive of future price out-performance, by sector, and by investing in companies that exhibit these predictive characteristics. Turner’s investment process involves the use of four steps to evaluate stocks for investment or continued ownership.


•	Turner uses a proprietary quantitative model to evaluate factors and identify those that have been predictive of future price performance during the previous three years by economic sector.

•	Turner then ranks all companies in the universe relative to one another based on the predictive characteristics by sector.

•	Next, a diversified portfolio of the best ranked companies is constructed by utilizing proprietary portfolio optimization and diversification tools.

•	The portfolio is rebalanced regularly using program trades that minimize “implementation shortfall” at a minimum cost.

118p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Partners Small Cap Value Fund

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Focused Portfolio Risk

•	Issuer Risk

•	Market Risk


•	Multi-Adviser Risk


•	Risks of Foreign Investing

•	Small Company Risk

•	Quantitative Model Risk

•	Value Securities Risk

PORTFOLIO MANAGEMENT

Subadvisers:

Barrow Hanley, which has served as Subadviser to the Fund since March 2004, is located at 2200 Ross Avenue, 31st Floor, Dallas, Texas. Barrow Hanley, subject to the supervision of Columbia Management Investment Advisers, LLC (Columbia Management), 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 Columbia Management. Barrow Hanley is an independently-operated subsidiary of Old Mutual Asset Management (US) group of companies.

Denver Investments, which has served as Subadviser to the Fund since July 2007, is located at 1225 17th Street, 26th Floor, Denver, Colorado. Denver Investments, subject to the supervision of Columbia Management, 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 Columbia Management. The research analysts on the Small-Cap Value team listed below are responsible for the day-to-day management of the portion of the Fund allocated to Denver Investments. These individuals are further supported by dedicated research analysts who all may recommend purchase and sell decisions for the Fund. Every new investment is presented to the Small-Cap Value team, which reviews investment ideas to determine whether that potential investment is attractive and compatible with the Fund’s investment objective. The Small-Cap Value Team typically seeks to reach consensus on all investment decisions.

Donald Smith, which has served as Subadviser to the Fund since March 2004, is located at 152 West 57th Street, 22nd Floor, New York, New York. Donald Smith, subject to the supervision of Columbia Management, 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 Columbia Management. Donald Smith only has one line of business and thus is able to devote all of its time to managing client assets. This allows portfolio managers to conduct focused, detailed fundamental analysis of companies they invest in.

River Road, which has served as Subadviser to the Fund since April 2006, is located at 462 South Fourth Street, Suite 1600, Louisville, Kentucky. River Road, subject to the supervision of Columbia Management, 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 Columbia Management.

Turner, which has served as Subadviser to the Fund since June 2008, is located at 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania. Turner, subject to the supervision of Columbia Management, 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 Columbia Management.

Portfolio Managers. The portfolio managers responsible for the day-to-day portfolio management of the portion of the Fund managed by Barrow Hanley are:


•	James S. McClure, CFA and Portfolio Manager. Mr. McClure joined Barrow Hanley in 1995 where he established the small cap strategy. Mr. McClure serves as co-portfolio manager of Barrow Hanley’s Small Cap Value Equity strategy and has 39 years of experience managing small cap portfolios. Mr. McClure has a BA and an MBA from the University of Texas.

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VP — Partners Small Cap Value Fund


•	John P. Harloe, CFA and Portfolio Manager. Mr. Harloe joined Barrow Hanley in 1995 where he established the small cap strategy. Mr. Harloe serves as co-portfolio manager of Barrow Hanley’s Small Cap Value Equity strategy and has 35 years of experience managing small cap portfolios. Mr. Harloe has a BA and MBA from the University of South Carolina.

Portfolio Managers. The portfolio managers responsible for the day-to-day portfolio management of the portion of the Fund managed by Denver Investments are:

•

Kris Herrick, CFA, Partner, Director of Value Research, Portfolio Manager. Mr. Herrick joined Denver Investments’ Value team in 2000. His investment career began in 1997. Prior to joining Denver Investments, Mr. Herrick worked as an analyst with Jurika and Voyles. He earned both a B.A. and a B.S. from the University of Northern Colorado. Mr. Herrick holds the Chartered Financial Analyst designation and is a member of the CFA Society of Colorado.

•

Troy Dayton, CFA, Partner, Portfolio Manager, Analyst. Mr. Dayton joined Denver Investment as a Research Analyst with the Value team in 2002. His investment career began in 1996. Prior to joining the firm, he was an Equity Research Analyst with Jurika and Voyles, as well as an Analyst at Dresdner RCM Global Investors. He also worked as a Trading Support Officer for Citibank’s Global Asset Management Department in London, England. Mr. Dayton earned his B.S. degree from Colorado State University. Mr. Dayton holds the Chartered Financial Analyst designation and is a member of the CFA Institute and the CFA Society of Colorado.

•

Mark Adelmann, CFA, C.P.A., Partner, Portfolio Manager, Analyst. Mr. Adelmann joined the Value team in 1995. His professional career began in 1979. Prior to joining Denver Investments, Mr. Adelmann worked with Deloitte & Touche for 14 years in auditing and financial reporting. He received his B.S. from Oral Roberts University and is a Certified Public Accountant. Mr. Adelmann holds the Chartered Financial Analyst designation and is a member of the CFA Institute and the CFA Society of Colorado.

•

Derek Anguilm, CFA, Partner, Portfolio Manager, Analyst. Mr. Anguilm joined Denver Investments in 2000. His investment career began in 1999. Prior to joining Denver Investments, he was a research assistant at EVEREN Securities. Mr. Anguilm earned a B.S. in Finance at Metropolitan State College of Denver. Mr. Anguilm holds the Chartered Financial Analyst designation and is a member of the CFA Institute and the CFA Society of Colorado.

•

Lisa Z. Ramirez, CFA, Partner, Portfolio Manager, Analyst. Ms. Ramirez started with Denver Investments as a Portfolio Administrator in 1993. She then became an analyst on the Mid-Cap Growth team in 1997 and joined the Value team in 2005. She received a BS from the University of Colorado at Denver and MBA from Regis University. Ms. Ramirez holds the Chartered Financial Analyst designation and is a member of the CFA Institute and the CFA Society of Colorado.

Portfolio Managers. The portfolio managers responsible for the day-to-day portfolio management of the portion of the Fund managed by Donald Smith are:


•	Donald G. Smith, Chief Investment Officer. Mr. Smith has been with Donald Smith since 1980. He began his career as an analyst with Capital Research Company. He later became Director, Vice President and Portfolio Manager of Capital Guardian Trust Company. In 1980, Mr. Smith accepted the responsibility of Chief Investment Officer of Home Insurance Company and President of Home Portfolio Advisors, Inc., which he bought in 1983 and changed the name to Donald Smith & Co., Inc. Mr. Smith received a BS in finance and accounting from the University of Illinois, an MBA from Harvard University and a JD from UCLA Law School.

•	Richard L. Greenberg, CFA, Senior Portfolio Manager and Director of Research. Mr. Greenberg has been with Donald Smith since 1981. Mr. Greenberg began his investment career at Home Insurance Company as an industry analyst, focusing primarily on the metals, banking and housing sectors. Mr. Greenberg graduated Phi Beta Kappa from SUNY (Binghamton) with a BA in psychology and received his MBA from Wharton Business School.

Portfolio Managers. The portfolio managers responsible for the day-to-day portfolio management of the portion of the Fund managed by River Road are:

•

James C. Shircliff, CFA, Chief Executive Officer, Chief Investment Officer. Mr. Shircliff serves as lead portfolio manager for River Road’s Small Cap Value, Small-Mid Cap Value, and Dividend All-Cap Portfolios. Prior to co-founding River Road, Mr. Shircliff served as EVP, Portfolio Manager and Director of Research for SMC Capital, Inc. Mr. Shircliff has more than 38 years of investment management experience. He started his career in 1973 as a research analyst for First Kentucky Trust, where he later served as Director of Research. In 1983, he joined Oppenheimer Management Company as a special situations analyst and, later, Portfolio Manager for Oppenheimer’s Target Fund. In 1986, Mr. Shircliff joined Southeastern Asset Management (Longleaf Funds) as Partner, Portfolio Manager and Director of Research. In 1997, he joined SMC Capital, Inc. where he launched River Road’s Small Cap Value and Dividend All-Cap Value Portfolios. Mr. Shircliff earned the Chartered Financial Analyst designation (CFA) in 1978 and received his BS in finance from the University of Louisville.


•	R. Andrew Beck, President, Senior Portfolio Manager. Mr. Beck serves as President of River Road, where he is responsible for managing the firm’s day-to-day operations. Mr. Beck serves as portfolio co-manager for River Road’s Small Cap Value

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VP — Partners Small Cap Value Fund


	and Small-Mid Cap Value Portfolios. Prior to co-founding River Road, Mr. Beck served as senior research analyst and later, SVP and Portfolio Manager for SMC Capital, Inc. Mr. Beck received his BS in finance from the University of Louisville and his MBA from the F.W. Olin School at Babson College.

•

Henry W. Sanders, CFA, Senior Portfolio Manager. Mr. Sanders serves as Senior Portfolio Manager for River Road. In this role, Mr. Sanders is responsible for Co-Managing the firm’s Small Cap Value, Small-Mid Cap Value and Dividend All-Cap Value Portfolios. Mr. Sanders has 22 years of investment management experience. Prior to co-founding River Road Asset Management, Mr. Sanders served as Senior Vice President and Portfolio Manager for Commonwealth SMC. Mr. Sanders has also formerly served as President of Bridges Capital Management, Vice President of PRIMCO Capital Management, and adjunct Professor Finance and Economics at Bellarmine University. Mr. Sanders earned the Chartered Financial Analyst designation (CFA) in 1992. He received his B.A. in Business Administration from Bellarmine University and MBA from Boston College.

Portfolio Managers. The portfolio manager responsible for the day-to-day portfolio management of the portion of the Fund managed by Turner is:

•

David Kovacs, CFA, Chief Investment Officer — Quantitative Strategies and Lead Manager — Quantitative Strategies. David Kovacs is the chief investment officer of quantitative strategies at Turner Investment Partners. Mr. Kovacs developed the quantitative research model that is currently used by the firm. He has worked at Turner since 1998 and has 21 years of investment experience. Prior to joining Turner Investment Partners, Mr. Kovacs was Director of Quantitative Research at Pilgrim Baxter & Associates. He also served as a senior financial analyst at The West Company. He began his career as a research analyst at Allied Signal, Inc. Mr. Kovacs received his MBA from the University of Notre Dame with a dual major in finance and accounting, which is also where he received his dual major bachelor’s degree in mathematics and computer science. He is a member of CFA Institute and CFA Society of Philadelphia.

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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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. The following table provides a description of the principal risks of investing in the Funds. For a listing of each of the risks applicable to a Fund, please see the section “More information about the Funds” and then each Fund’s “Principal Risks of Investing in the Fund.”


Risk Type/Fund(s)		Description
Active Management Risk

All Funds except Columbia VP – Cash Management Fund and Columbia VP – S&P 500 Index Fund		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 objective. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives.

Active Management Risk

Columbia VP – Cash Management Fund		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 objective. Due to its active management, the Fund could underperform other money market funds with similar investment objectives.

Allocation Risk

Columbia VP – Balanced Fund		The Fund uses an asset allocation strategy in pursuit of its investment objective. There is a risk that the Fund’s allocation among asset classes or investments will cause the Fund’s shares to lose value or cause the Fund to underperform other funds with similar investment objectives, or that the investments themselves will not produce the returns expected.

Counterparty Risk

Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund		The risk that a counterparty to a financial instrument entered into by the Fund or held by special purpose or structured vehicle held by the Fund becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, including making payments to the Fund. The Fund may obtain no or only limited recovery in a bankruptcy or other organizational proceedings, and any recovery may be significantly delayed. 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.

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Risk Type/Fund(s)		Description
Credit Risk

Columbia VP – Balanced Fund Columbia VP – Cash Management Fund Columbia VP – Diversified Bond Fund Columbia VP – Global Bond Fund Columbia VP – Global Inflation Protected Securities Fund Columbia VP – Short Duration U.S. Government Fund		Credit risk is the risk that the issuer of a fixed-income security, or the counterparty to a contract, may or will default or otherwise become unable or unwilling to honor a financial obligation, such as making payments. If the Fund purchases unrated securities, or if the rating of a security is reduced after purchase, the Fund will depend on analysis of credit risk more heavily than usual.

Credit Risk

Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund		Credit risk is the risk that the borrower of a loan or the issuer of another debt security may or will default or otherwise become unable or unwilling to honor a financial obligation, such as making payments to the Fund. 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 credit rating of the borrower or the issuer or other news affects the market’s perception of the credit risk of the borrower or the issuer. If the issuer of a loan declares bankruptcy 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 analysis of credit risk more heavily than usual. Non-investment grade loans or securities (commonly called “high-yield” or “junk”) 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 loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it.

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Risk Type/Fund(s)		Description
Derivatives Risk — Forward Foreign Currency Contracts

Columbia VP – Global Bond Fund Columbia VP – Global Inflation Protected Securities Fund		The Fund may enter into forward foreign currency contracts, which are types of derivative contracts, whereby the Fund may buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future for a specific exchange rate on a given date. These contracts, however, may fall in value due to foreign market downswings or foreign currency value fluctuations. The Fund may enter into forward foreign currency contracts for risk management (hedging) or investment purposes. The inability of the Fund to precisely match forward contract amounts and the value of securities involved may reduce the effectiveness of the Fund’s hedging strategy. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase in the value of the currency. When entering into forward foreign currency contracts for investment purposes, unanticipated changes in the currency markets could result in reduced performance for the Fund. The Fund may designate cash or securities in an amount equal to the value of the Fund’s forward foreign currency contracts which may limit the Fund’s investment flexibility. If the value of the designated securities declines, additional cash or securities will be so designated. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been movement in forward contract prices. When the Fund converts its foreign currencies into U.S. dollars it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market.

Derivatives Risk — Futures Contracts

Columbia VP – Balanced Fund Columbia VP – Dynamic Equity Fund Columbia VP – Global Bond Fund Columbia VP – Short Duration U.S. Government Fund		The Fund may enter into futures contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. 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. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. The Fund’s investment or hedging strategies may be unable to achieve their objectives.

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Risk Type/Fund(s)		Description
Derivatives Risk — Credit Default Swaps

Columbia VP – Diversified Bond Fund		The Fund may enter into credit default swaps for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuer’s failure to make timely payments of interest or principal, bankruptcy or restructuring. A credit default swap may be embedded within a structured note or other derivative instrument. Swaps can involve greater risks than direct investment in the underlying securities, because swaps subject the Fund to Counterparty Credit Risk, Pricing Risk (i.e., swaps may be difficult to value) and Liquidity Risk (i.e., may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses). If the Fund is selling credit protection, there is a risk that a credit event will occur and that the Fund will have to pay the counterparty. If the Fund is buying credit protection, there is a risk that no credit event will occur and the Fund will receive no benefit for the premium paid.

Derivatives Risk — Forward Contracts

Columbia VP – Balanced Fund Columbia VP – Short Duration U.S. Government Fund		The Fund may enter into forward contracts (or forwards) for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A forward is a contract between two parties to buy or sell an asset at a specified future time at a price agreed today. Forwards are traded in the over-the-counter markets. The Fund may purchase forward contracts, including those on mortgage-backed securities in the “to be announced” (TBA) market. In the TBA market, the seller agrees to deliver the mortgage backed securities for an agreed upon price on an agreed upon date, but makes no guarantee as to which or how many securities are to be delivered. Investments in forward contracts subject the Fund to Counterparty Credit Risk.

Focused Portfolio Risk

Columbia VP – Select Large-Cap Value Fund Columbia VP – Select Smaller-Cap Value Fund VP – Partners Small Cap Value Fund		The Fund, because it may invest in a limited number of companies, 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 Fund’s net asset value. To the extent the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities declines in price.

Geographic Concentration Risk

Columbia VP – Emerging Markets Opportunity Fund Columbia VP – Global Bond Fund Columbia VP – International Opportunity Fund		The Fund may be particularly susceptible to economic, political, regulatory or other events or conditions affecting companies and countries within the specific geographic region in which the Fund invests. 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.

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Risk Type/Fund(s)		Description
Highly Leveraged Transactions Risk

Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund		The loans or other securities in which the Fund invests substantially consist of transactions involving refinancings, recapitalizations, mergers and acquisitions and other financings for general corporate purposes. The 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 Fund’s portfolio managers upon their credit analysis to be a suitable investment for 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.

High-Yield Securities Risk

Columbia VP – Balanced Fund Columbia VP – Diversified Bond Fund Columbia VP – Global Bond Fund		Non-investment grade fixed-income 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 fixed-income securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

High-Yield Securities Risk

Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund		Non-investment grade loans or other debt 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 other debt securities may experience greater price fluctuations and are subject to a greater risk of loss than investment grade loans or securities. A default or expected default of a loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

Impairment of Collateral Risk

Columbia VP – High Yield Bond Columbia VP – Income Opportunities Fund		The value of collateral, if any, securing a 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.

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Risk Type/Fund(s)		Description
Indexing Risk

Columbia VP – S&P 500 Index Fund		The Fund is managed to an index and the Fund’s performance therefore is expected to rise and fall as the performance of the index rises and falls.

Industry Concentration Risk

Columbia VP – Cash Management Fund		Investments that are concentrated in a particular issuer will make the Fund’s portfolio value more susceptible to the events or conditions impacting that particular industry. Because the 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

Columbia VP – Global Inflation Protected Securities Fund		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 from such investments. Income earned by a shareholder depends on the amount of principal invested, and that principal will not grow with inflation unless the shareholder reinvests the portion of Fund distributions that comes from inflation adjustments.

Initial Public Offering (IPO) Risk

VP – Goldman Sachs Mid Cap Value Fund		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

Columbia VP – Balanced Fund Columbia VP – Diversified Bond Fund Columbia VP – Global Bond Fund Columbia VP – Global Inflation Protected Securities Fund Columbia VP – Short Duration U.S. Government Fund		Interest rate risk is the risk of losses attributable to changes in interest rates. Interest rate risk is generally associated with fixed-income securities: when interest rates rise, the prices generally fall. In general, the longer the maturity or duration of a fixed-income security, 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.

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Risk Type/Fund(s)		Description
Interest Rate Risk

Columbia VP – Cash Management Fund		A rise in the overall level of interest rates may result in the decline in the prices of fixed-income securities held by the Fund. The Fund’s yield will vary; it is not fixed for a specific period like the yield on a bank certificate of deposit. Falling interest rates may result in a decline in the Fund’s income and yield (since the Fund must then invest in lower-yielding fixed-income securities). Under certain circumstances, the yield decline could cause the Fund’s net yield to be negative (such as when Fund expenses exceed income levels).

Interest Rate Risk

Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund		Interest rate risk is the risk of losses attributable to changes in interest rates. Interest rate risk is generally associated with fixed income securities: when interest rates rise, the prices generally fall. In general, the longer the maturity or duration of a fixed income security, 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. 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.

Issuer Risk

Columbia VP – Balanced Fund Columbia VP – Diversified Bond Fund Columbia VP – Diversified Equity Income Fund Columbia VP – Dynamic Equity Fund Columbia VP – Emerging Markets Opportunity Fund Columbia VP – Global Bond Fund Columbia VP – Global Inflation Protected Securities Fund Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund Columbia VP – International Opportunity Fund Columbia VP – Large Cap Growth Fund Columbia VP – Mid Cap Growth Opportunity Fund Columbia VP – Mid Cap Value Opportunity Fund Columbia VP – Select Large-Cap Value Fund Columbia VP – Select Smaller-Cap Value Fund VP – Davis New York Venture Fund VP – Goldman Sachs Mid Cap Value Fund VP – Partners Small Cap Value Fund		An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance. 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 events, conditions or factors.

Liquidity Risk

Columbia VP – Balanced Fund Columbia VP – Diversified Bond Fund Columbia VP – Global Bond Fund		Liquidity risk is the risk associated with a lack of marketability of securities which may make it difficult 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.

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Risk Type/Fund(s)		Description
Liquidity Risk

Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund		Liquidity risk is the risk associated with a lack of marketability of securities which may make it difficult 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. 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. 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.

Market Risk

Columbia VP – Balanced Fund Columbia VP – Diversified Bond Fund Columbia VP – Diversified Equity Income Fund Columbia VP – Dynamic Equity Fund Columbia VP – Emerging Markets Opportunity Fund Columbia VP – Global Bond Fund Columbia VP – Global Inflation Protected Securities Fund Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund Columbia VP – International Opportunity Fund Columbia VP – Large Cap Growth Fund Columbia VP – Mid Cap Growth Opportunity Fund Columbia VP – Mid Cap Value Opportunity Fund Columbia VP – S&P 500 Index Fund Columbia VP – Select Large-Cap Value Fund Columbia VP – Select Smaller-Cap Value Fund Columbia VP – Short Duration U.S. Government Fund VP – Davis New York Venture Fund VP – Goldman Sachs Mid Cap Value Fund VP – Partners Small Cap Value Fund		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.

Mid-Sized Company Risk

Columbia VP – Mid Cap Growth Opportunity Fund VP – Goldman Sachs Mid Cap Value Fund		Investments in mid-sized companies often involve greater risks 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. Securities of mid-sized companies may trade on the over-the-counter market or on regional securities exchanges and the frequency and volume of their trading is substantially less than is typical of larger companies.

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Risk Type/Fund(s)		Description
Mortgage-Related and Other Asset Backed Risks

Columbia VP – Balanced Fund Columbia VP – Diversified Bond Fund		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.

Multi-Adviser Risk-long

VP – Partners Small Cap Value Fund		The Fund has multiple subadvisers. Each subadviser makes investment decisions independently from the other subadviser(s). It is possible that the security selection process of one subadviser will not complement or may even contradict that of the other subadviser(s), including makings off-setting trades that have no net effect to the Fund, but which may increase Fund expenses. As a result, the Fund’s exposure 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.

Non-Diversification Risk

Columbia VP – Global Bond Fund Columbia VP – Global Inflation Protected Securities Fund		The Fund is non-diversified. 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 then a fund that invests more broadly.

Portfolio Turnover Risk

Columbia VP – Dynamic Equity Fund Columbia VP – Emerging Markets Opportunity Fund Columbia VP – Large Cap Growth Fund		The portfolio managers may actively and frequently trade securities in the Fund’s portfolio to carry out its investment strategies. A high portfolio turnover rate increases transaction costs, which may increase the Fund’s expenses.

Prepayment and Extension Risk

Columbia VP – Balanced Fund Columbia VP – Diversified Bond Fund Columbia VP – Global Bond Fund Columbia VP – Global Inflation Protected Securities Fund Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund Columbia VP – Short Duration U.S. Government Fund		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 spreads, the portfolio managers may not be able to invest the proceeds 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.

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Risk Type/Fund(s)		Description
Quantitative Model Risk

Columbia VP – Dynamic Equity Fund VP – Partners Small Cap Value Fund		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.

Reinvestment Risk

Columbia VP – Cash Management Fund		Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same rate it currently is earning.

Reinvestment Risk

Columbia VP – Balanced Fund		Income from the Fund’s debt securities portfolio will decline if and when the Fund invests the proceeds from matured, traded or called securities in securities with market interest rates that are below the current earnings rate of the Fund’s portfolio.

Risks of Foreign Investing

Columbia VP – Balanced Fund Columbia VP – Diversified Equity Income Fund Columbia VP – Global Inflation Protected Securities Fund Columbia VP – High Yield Bond Fund Columbia VP – Income Opportunities Fund Columbia VP – Large Cap Growth Fund Columbia VP – Mid Cap Value Opportunity Fund Columbia VP – Select Smaller-Cap Value Fund VP – Davis New York Venture Fund VP – Partners Small Cap Value Fund		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 risks associated with political, economic, social and other conditions or events occurring in 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 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 risks associated with the process of clearing and settling of trades. Holding securities with local agents and depositories also has risks. 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, which are less reliable than the U.S. 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.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 131p


Risk Type/Fund(s)		Description
Risks of Foreign/Emerging Markets Investing

Columbia VP – Diversified Bond Fund Columbia VP – Emerging Markets Opportunity Fund Columbia VP – Global Bond Fund Columbia VP – International Opportunity Fund		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 risks associated with the political, social, economic, and other conditions or events occuring in 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 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 risks associated with the process of clearing and settling of trades. Holding securities with local agents and depositories also has risks. 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, which are less reliable than the U.S. 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.

132p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS


Risk Type/Fund(s)		Description
Sector Risk

VP – Davis New York Venture Fund		The Subadviser has historically invested significantly in the financial services sector. The Fund may therefore be more susceptible to the particular risks of the financial services sector than if the Fund were invested in a wider variety of companies in unrelated industries. Components of financial services sector risk include (1) the risk that financial services companies may suffer a setback if regulators change the rules under which they operate; (2) the risk that unstable interest rates, and/or rising interest rates, may have a disproportionate effect on companies in the financial services sector; (3) the risk that financial services companies whose securities the Fund purchases may themselves have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that industry; (4) the risk that the financial services sector has become increasingly competitive; and (5) the risk that financial services companies may have exposure to investments or agreements that, under certain circumstances, may lead to losses, for example subprime loans.

Sector Risk

Columbia VP – Diversified Equity Income Fund Columbia VP – Mid Cap Growth Opportunity Fund Columbia VP – Mid Cap Value Opportunity Fund Columbia VP – Select Large-Cap Value Fund Columbia VP – Select Smaller-Cap Value Fund		If a fund emphasizes one or more economic sectors or industries, it may be more susceptible to the financial, market or economic conditions or events affecting the particular issuers, sectors or industries in which it invests than funds that do not so emphasize. The more a fund diversifies its investments, the more it spreads risk and potentially reduces the risks of loss and volatility.

Sector Risk

Columbia VP – Emerging Markets Opportunity Fund Columbia VP – Global Bond Fund		Investments that are concentrated in a particular issuer, geographic region, industry or sector will be more susceptible to the financial, market or economic conditions or events affecting the particular issuer, geographic region, industry or sector. The more a fund diversifies its investments, the more it spreads risk and potentially reduces the risks of loss and volatility.

Small and Mid-Sized Company Risk

Columbia VP – Dynamic Equity Fund Columbia VP – Emerging Markets Opportunity Fund Columbia VP – International Opportunity Fund Columbia VP – Large Cap Growth Fund Columbia VP – Mid Cap Value Opportunity Fund		Investments in small and medium sized 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. Securities of small and medium companies may trade on the over-the-counter market or on regional securities exchanges and the frequency and volume of their trading may be substantially less and may be more volatile than is typical of larger companies.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 133p


Risk Type/Fund(s)		Description
Small Company Risk

Columbia VP – Select Smaller-Cap Value Fund VP – Partners Small Cap Value Fund		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. Securities of small capitalization companies may trade on the over-the-counter market or on regional securities exchanges and the frequency and volume of their trading may be substantially less and may be more volatile than is typical of larger companies.

Sovereign Debt Risk

Columbia VP – Global Bond Fund Columbia VP – Global Inflation Protected Securities Fund		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. 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. The largest risks associated with sovereign debt include Credit Risk and Risks of Foreign/Emerging Markets Investing.

Tracking Error Risk

Columbia VP – S&P 500 Index Fund		The Fund will not track the index perfectly because differences between the index and the Fund’s portfolio can cause differences in performance. The investment manager purchases securities and other instruments in an attempt to replicate the performance of the index. However, the tools that the investment manager uses to replicate the index are not perfect and the Fund’s performance is affected by factors such as the size of the Fund’s portfolio, the effectiveness of sampling techniques, transaction costs, management fees and expenses, brokerage commissions and fees, the extent and timing of cash flows in and out of the Fund and changes in the index.

Value Securities Risk

Columbia VP – Diversified Equity Income Fund Columbia VP – Mid Cap Value Opportunity Fund Columbia VP – Select Large-Cap Value Fund Columbia VP – Select Smaller-Cap Value Fund VP – Davis New York Venture Fund VP – Goldman Sachs Mid Cap Value Fund VP – Partners Small Cap Value Fund		Value securities involve the risk that they may never reach what the portfolio managers believe is their full market value either because the market fails to recognize the stock’s intrinsic worth or the portfolio managers 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).

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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 Fund’s Summary of the Fund.

Calculation of Annual Fund Operating Expenses. Annual fund operating expenses for Class 1, Class 2 (except Columbia VP – S&P 500 Index Fund) and Class 3 are based on expenses incurred during the Fund’s most recently completed fiscal year. For Columbia VP – S&P 500 Index Fund, Class 1 and Class 2 annual fund operating expenses are based on estimated expenses for the Fund’s current fiscal year. Annual fund operating expenses are expressed as a percentage (expense ratio) of the Fund’s average net assets during the fiscal period. The expense ratios are adjusted to reflect current fee arrangements, but are not adjusted to reflect the Fund’s average net assets as of a different period or a different point in time, as the Fund’s asset levels will fluctuate. In general, the Fund’s expense ratios 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 (other than acquired fund fees and expenses*, if any) until April 30, 2012, 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		Class 3
VP — Global Bond Fund		0.835%		1.085%		0.96%
VP — S&P 500 Index Fund		0.405%		0.655%		0.53%
VP — Goldman Sachs Mid Cap Value Fund		1.035%		1.285%		1.16%


*		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.

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 investment 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 a loss. 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 as part of their principal investment strategy may use such instruments to produce incremental earnings, to hedge existing positions, to increase or reduce market or credit exposure, or to increase flexibility. 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 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.

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.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 135p

Liquidity risk is the risk that the derivative instrument may be difficult to sell or terminate, which may cause the Fund to be in a position to do something the portfolio managers 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. 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’ Statement of Additional Information (SAI) and their annual and semiannual reports.

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’’ for more information.

Lending of Portfolio Securities. The Fund may lend portfolio securities to approved broker-dealers, banks or other institutional borrowers of securities to generate additional income. Securities lending typically 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. In the Fund’s securities lending program, the counterparty risk related to borrowers not providing additional collateral or returning loaned securities in a timely manner is borne by the securities lending agent, which has indemnified the Fund against these risks. However, the Fund may lose money from lending securities (or the amounts earned from securities lending may be limited) if, for example, the value or return of its investments of the cash collateral declines below the amount owed to a borrower. For more information on lending of portfolio securities and the risks involved, see the Fund’s SAI and its annual and semiannual reports.

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 are set forth in the SAI. The brokerage commissions do 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 do 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.

Although brokerage commissions and implied commissions are not reflected in the “Annual Fund Operating Expenses” table under “Fees and Expenses of the Fund”, 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 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. The Funds’ historical portfolio turnover rates, which measure how frequently a Fund buys and sells investments, are shown in the “Financial Highlights.”

Change in Subadviser(s). From time to time, the investment manager may add or change unaffiliated subadvisers. See “Fund Management and Compensation, Investment Manager.” The date the current Subadviser(s) began serving the Fund is set forth under “Portfolio Management”. When applicable, performance of the Fund prior to the date the current Subadviser(s) began serving was achieved by different subadviser(s). Similarly, the portfolio turnover rate shown in the “Financial Highlights” applies to the subadviser(s) serving during the relevant time-period. A change in subadviser(s) may result in increased portfolio turnover, as noted under “Portfolio Turnover.”

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.

136p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Additional information regarding securities transactions can be found in the SAI.

FUND MANAGEMENT AND COMPENSATION

Investment Manager

Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), formerly known as RiverSource Investments, LLC, 225 Franklin Street, Boston, MA 02110, is the investment manager to the Columbia, RiverSource, Seligman and Threadneedle funds (the Fund Family) and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). In addition to managing investments for the Fund Family, Columbia Management manages investments for itself and its affiliates. For institutional clients, Columbia Management 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, Columbia Management seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information.

Funds managed by Columbia Management have received an order from the Securities and Exchange Commission that permits Columbia Management, 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.

Columbia Management 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, Columbia Management does not consider any other relationship it or its affiliates may have with a subadviser, and Columbia Management discloses to the Board the nature of any material relationships it has with a subadviser or its affiliates.

Each Fund pays Columbia Management a fee for managing its assets. Under the Investment Management Services Agreement (IMS Agreement) the fee rate based on each Fund’s average daily net assets is as follows:


Fund		Management fee for the fiscal year ended Dec. 31, 2010
Columbia VP – Balanced Fund*		0.54% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.05% for the most recent fiscal year.

Columbia VP – Cash Management Fund		0.33%

Columbia VP – Diversified Bond Fund		0.44%

Columbia VP – Diversified Equity Income Fund*		0.63% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.06% for the most recent fiscal year.

Columbia VP – Dynamic Equity Fund*		0.66% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.06% for the most recent fiscal year.

Columbia VP – Emerging Markets Opportunity Fund*		1.06% including an adjustment under the terms of a performance incentive arrangement that decreased the management fee by 0.01% for the most recent fiscal year.

Columbia VP – Global Bond Fund		0.66%

Columbia VP – Global Inflation Protected Securities Fund		0.42%

Columbia VP – High Yield Bond Fund		0.59%

Columbia VP – Income Opportunities Fund		0.60%

Columbia VP – International Opportunity Fund*		0.81% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.02% for the most recent fiscal year.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 137p


Fund		Management fee for the fiscal year ended Dec. 31, 2010
Columbia VP – Large Cap Growth Fund*		0.63% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.03% for the most recent fiscal year.

Columbia VP – Mid Cap Growth Opportunity Fund*		0.70% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.002% for the most recent fiscal year.

Columbia VP – Mid Cap Value Opportunity Fund*		0.71% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.01% for the most recent fiscal year.

Columbia VP – S&P 500 Index Fund		0.22%

Columbia VP – Select Large-Cap Value Fund*		0.66% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.06% for the most recent fiscal year.

Columbia VP – Select Smaller-Cap Value Fund*		0.87% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.08% for the most recent fiscal year.

Columbia VP – Short Duration U.S. Government Fund		0.48%

VP – Davis New York Venture Fund*		0.74% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.04% for the most recent fiscal year.

VP – Goldman Sachs Mid Cap Value Fund*		0.79% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.01% for the most recent fiscal year.

VP – Partners Small Cap Value Fund*		0.94% including an adjustment under the terms of a performance incentive arrangement that increased the management fee by 0.02% for the most recent fiscal year.


^*		The performance incentive adjustment to the investment management services fee for the Fund was computed by comparing the Fund’s performance to the performance of an index of comparable funds published by Lipper, Inc. For Columbia VP – Diversified Equity Income Fund, Columbia VP – Dynamic Equity Fund, Columbia VP – Emerging Markets Opportunity Fund, Columbia VP – International Opportunity Fund, Columbia VP – Large Cap Growth Fund, Columbia VP – Mid Cap Growth Opportunity Fund, Columbia VP – Mid Cap Value Opportunity Fund, Columbia VP – Select Large-Cap Value Fund, Columbia VP – Select Smaller-Cap Value Fund, VP – Davis New York Venture Fund, VP – Goldman Sachs Mid Cap Value Fund and VP – Partners Small Cap Value Fund the maximum adjustment (increase or decrease) was 0.12% of the Fund’s average net assets on an annual basis and for Columbia VP – Balanced Fund the maximum adjustment (increase or decrease) was 0.08% of the Fund’s average net assets on an annual basis. The corresponding Lipper Index against which the Fund’s performance was measured for purposes of the performance incentive adjustment is shown in the table below.


Fund		Lipper Index
Columbia VP – Balanced Fund		Lipper Balanced Funds Index

Columbia VP – Diversified Equity Income Fund		Lipper Equity Income Funds Index

Columbia VP – Dynamic Equity Fund		Lipper Large-Cap Core Funds Index

Columbia VP – Emerging Markets Opportunity Fund		Lipper Emerging Markets Funds Index

Columbia VP – International Opportunity Fund		Lipper International Large-Cap Core Funds Index

Columbia VP – Large Cap Growth Fund		Lipper Large-Cap Growth Funds Index

Columbia VP – Mid Cap Growth Opportunity Fund		Lipper Mid-Cap Growth Funds Index

Columbia VP – Mid Cap Value Opportunity Fund		Lipper Mid-Cap Value Funds Index

138p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS


Fund		Lipper Index
Columbia VP – Select Large-Cap Value Fund		Lipper Large-Cap Value Funds Index

Columbia VP – Select Smaller-Cap Value Fund		Lipper Small-Cap Core Funds Index

VP – Davis New York Venture Fund		Lipper Large-Cap Core Funds Index

VP – Goldman Sachs Mid Cap Value Fund		Lipper Mid-Cap Value Funds Index

VP – Partners Small Cap Value Fund		Lipper Small-Cap Value Funds Index

Under the IMS Agreement, each Fund also pays taxes, brokerage commissions and nonadvisory expenses.

A new investment management services agreement (new IMS Agreement) with Columbia Management was approved by the Fund’s Board in September 2010 and by Fund shareholders at a Joint Special Meeting of Shareholders held on February 15, 2011 in connection with various initiatives to achieve consistent investment management service and fee structures across all funds in the Fund Family. For certain Funds the new IMS Agreement includes changes to the investment advisory fee rates payable to Columbia Management and/or the elimination of the performance incentive adjustment (PIA). The table below outlines the applicable Funds with fee structure changes and the timing of such changes:


	New IMS Fee Schedule
	(as a % of average
Fund	daily net assets)	PIA Eliminated	Date of change
Columbia VP – Balanced Fund	declines from 0.660% to 0.490% as net assets increase	X	April 30, 2011

Columbia VP – Diversified Bond Fund	declines from 0.430% to 0.300% as net assets increase	N/A	April 30, 2011

Columbia VP – Diversified Equity Income Fund	declines from 0.660% to 0.490% as net assets increase	X	April 30, 2011

Columbia VP – Dynamic Equity Fund	declines from 0.710% to 0.540% as net assets increase	X	April 30, 2011

Columbia VP – Emerging Markets Opportunity Fund	N/A	X	April 30, 2011

Columbia VP – Global Bond Fund	declines from 0.570% to 0.470% as net assets increase*	N/A	April 30, 2011

Columbia VP – High Yield Bond Fund	declines from 0.590% to 0.360% as net assets increase*	N/A	April 30, 2011

Columbia VP – Income Opportunities Fund	declines from 0.590% to 0.360% as net assets increase*	N/A	April 30, 2011

Columbia VP – International Opportunity Fund	declines from 0.800% to 0.570% as net assets increase*	X	April 30, 2011

Columbia VP – Large Cap Growth Fund	declines from 0.710% to 0.540% as net assets increase	X	April 30, 2011

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 139p


	New IMS Fee Schedule
	(as a % of average
Fund	daily net assets)	PIA Eliminated	Date of change
Columbia VP – Mid Cap Growth Opportunity Fund	declines from 0.760% to 0.620% as net assets increase	X	April 1, 2011

Columbia VP – Mid Cap Value Opportunity Fund	declines from 0.760% to 0.620% as net assets increase	X	April 30, 2011

Columbia VP – S&P 500 Index Fund	0.10%*	N/A	April 30, 2011

Columbia VP – Select Large-Cap Value Fund	declines from 0.710% to 0.540% as net assets increase	X	March 1, 2011

Columbia VP – Select Smaller-Cap Value Fund	declines from 0.790% to 0.700% as net assets increase	X	March 1, 2011

Columbia VP – Short Duration U.S. Government Fund	declines from 0.360% to 0.240% as net assets increase*	N/A	April 30, 2011

VP – Davis New York Venture Fund	N/A	X	April 1, 2011

VP – Goldman Sachs Mid Cap Value Fund	N/A	X	April 30, 2011

VP – Partners Small Cap Value Fund	N/A	X	April 30, 2011


^*		The new IMS Fee Schedule for the Fund reflects a decrease to the investment advisory fee rates payable by the Fund.

A discussion regarding the basis for the Board approving the new IMS Agreement is available in the Funds’ annual shareholder report for the year ended Dec. 31, 2010.

140p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Buying and Selling Shares

DESCRIPTION OF THE SHARE CLASSES

Share Class Features

Each Fund offers the classes of shares set forth on the cover of this prospectus. Each share class has its own cost structure and other features. The following summarizes the primary features of the Class 1, Class 2 and Class 3 shares.


	Class 1 Shares	Class 2 Shares	Class 3 Shares
Eligible Investors	Shares of the Funds are available only to separate accounts of participating insurance companies as underlying investments for variable annuity contracts and/or variable life insurance policies (collectively, Contracts) or qualified pension and retirement plans (Qualified Plans) or other eligible investors authorized by the distributor.
Investment Limits	none	none	none
Conversion Features	none	none	none
Front-End Sales Charges	none	none	none
Contingent Deferred Sales Charges (CDSCs)	none	none	none
Maximum Distribution and/or Service Fees	none	0.25%	0.125%

FUNDamentals ^TM

Selling and/or Servicing Agents

The terms “selling agent” and “servicing agent” may refer to the insurance company that issued your contract, qualified pension and retirement plan sponsors or the financial intermediary that employs your financial advisor. Selling and/or servicing agents include, among others, brokerage firms, banks, investment advisors, third party administrators and other financial intermediaries, including Ameriprise Financial and its affiliates.

Distribution and/or Service Fees

Pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act), the Board has approved, and each Fund has adopted, distribution and/or shareholder servicing plans which set the distribution and/or service fees that are periodically deducted from the Fund’s assets for Class 2 and Class 3 shares. These fees are calculated daily, may vary by share class and are intended to compensate the distributor and/or selling and/or servicing agents for selling shares of the Fund and/or providing services to investors. Because the fees are paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time.

The Funds will pay these fees to the distributor and/or to eligible selling and/or servicing agents for as long as the distribution and/or shareholder servicing plans continue. The Funds may reduce or discontinue payments at any time.

Selling and/or Servicing Agent Compensation

The distributor and the investment manager make payments, from their own resources, to selling and/or servicing agents, including to affiliated and unaffiliated insurance companies (each an intermediary), for marketing/sales support services relating to the funds in the Fund Family (the Funds). The amount and computation of such payments varies by Fund, although such payments are generally based upon one or more of the following factors: average net assets of the Funds sold by the distributor attributable to that intermediary, gross sales of the Funds distributed by the distributor attributable to that intermediary, or a negotiated lump sum payment. While the financial arrangements may vary for each intermediary, the support payments to any one intermediary are generally between 0.05% and 0.50% on an annual basis for payments based on average net assets of the Fund attributable to the intermediary, and between 0.05% and 0.25% on an annual basis for an intermediary receiving a payment based on gross sales of the Funds attributable to the intermediary. The distributor and the investment manager may make payments in larger amounts or on a basis other than those described above when dealing with certain intermediaries, including certain affiliates of Bank of America Corporation. Such increased payments may enable such selling and/or servicing agents to offset credits that they may provide to customers. Employees of Ameriprise Financial and its affiliates, including employees of affiliated broker-dealers and insurance companies, may be separately incented to include shares of the Funds in Contracts offered by affiliated insurance companies, as employee compensation and business unit operating goals at all levels are generally 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 the distributor and the investment manager, and the products they offer, including the Funds.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 141p

Amounts paid by the distributor and the investment manager and their affiliates are paid out of the distributor’s and the investment manager’s own resources and do not increase the amount paid by you or the Fund. You can find further details in the SAI about the payments made by the distributor and the investment manager and their affiliates, as well as a list of the selling and/or servicing agents, including Ameriprise Financial affiliates, to which the distributor and the investment manager have agreed to make marketing/sales support payments. Your selling and/or servicing agent may charge you fees and commissions in addition to those described herein. You should consult with your selling and/or servicing agent and review carefully any disclosure your selling and/or servicing agent provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a selling and/or servicing agent may have a conflict of interest or financial incentive with respect to its recommendations regarding the Fund or any Contract that includes the Fund.

BUYING, SELLING AND TRANSFERRING SHARES

Share Price Determination

The price you pay or receive when you buy, sell or transfer shares is the Fund’s next determined net asset value (or NAV) per share for a given share class. The Fund calculates the net asset value per share for each class of shares of the Fund at the end of each business day. The value of the Fund’s shares is based on the total market value of all of the securities and other assets that it holds as of a specified time.

FUNDamentals ^TM

NAV Calculation

Each of the Fund’s share classes calculates its NAV as follows:


NAV =		(Value of assets of the share class) — (Liabilities of the share class)
		Number of outstanding shares of the class

FUNDamentals ^TM

Business Days

A business day is any day that the New York Stock Exchange (NYSE) is open. A business day ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE closes early, the business day ends as of the time the NYSE closes. On holidays and other days when the NYSE is closed, the Fund’s net asset value is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund’s assets may still be affected on such days to the extent that the Fund holds foreign securities that trade on days that foreign securities markets are open.

Equity securities are valued primarily on the basis of market quotations reported on stock exchanges and other securities markets around the world. If an equity security is listed on a national exchange, the security is valued at the closing price or, if the closing price is not readily available, the mean of the closing bid and asked prices. Certain equity securities, debt securities and other assets are valued differently. For instance, bank loans trading in the secondary market are valued primarily on the basis of indicative bids, fixed-income investments maturing in 60 days or less are valued primarily using the amortized cost method and those maturing in excess of 60 days are valued at the readily available market price, if available. Investments in other open-end funds are valued at their NAVs. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored pursuant to a policy approved by the Fund’s Board. For money market funds, the Fund’s investments are valued at amortized cost, which approximates market value.

If a market price isn’t readily available or is deemed not to reflect market value, the Fund will determine the price of the security held by the Fund based on a determination of the security’s fair value pursuant to a policy approved by the Fund’s Board. In addition, the Fund may use fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Fund’s share price is calculated. Foreign exchanges typically close before the time at which Fund share prices are calculated, and may be closed altogether on some days when the Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earning announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or foreign market fluctuations. The Fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security’s market price is readily available and reflective of market value and, if not, the fair value of the security.

142p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

To the extent the Fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, or tax-exempt, foreign or other securities that may trade infrequently, fair valuation may be used more frequently than for other funds. Fair valuation may have the effect of reducing stale pricing arbitrage opportunities presented by the pricing of Fund shares. However, when the Fund uses fair valuation to price securities, it may value those securities higher or lower than another fund would have priced the security. Also, the use of fair valuation may cause the Fund’s performance to diverge to a greater degree from the performance of various benchmarks used to compare the Fund’s performance because benchmarks generally do not use fair valuation techniques. Because of the judgment involved in fair valuation decisions, there can be no assurance that the value ascribed to a particular security is accurate. The Fund has retained one or more independent fair valuation pricing services to assist in the fair valuation process for foreign securities.

Shareholder Information

Each share class has its own unique fees and other features. The Funds encourage you to consult with a financial advisor who can help you with your investment decisions and for more information about the share classes offered by a Fund.

Shares of a Fund are generally available for purchase only by participating insurance companies in connection with variable annuity contracts and variable life insurance policies and qualified pension and retirement plan sponsors.

Shares of a Fund may not be purchased or sold directly by individual Contract owners or participants in a Qualified Plan. When you sell your shares through your Contract or Qualified Plan, the Fund is effectively buying them back. This is called a redemption. The right of redemption may be suspended or payment postponed whenever permitted by applicable laws and regulations. Depending on the context, references to “you” or “your” herein refer either to the holder of a Contract or a participant in a Qualified Plan who may select Fund shares to fund his or her investment in the Contract or Qualified Plan or to the participating insurance company as the holder of Fund shares through one or more separate accounts or the Qualified Plan.

Order Processing

Orders to buy and sell shares of the Fund that are placed by your participating insurance company or Qualified Plan sponsor are processed on business days. Orders received in good form by Columbia Management Investment Services Corp. (the Transfer Agent) or a selling and/or servicing agent, including your participating insurance company or Qualified Plan sponsor, before the end of a business day will receive that day’s net asset value per share. Orders received after the end of a business day will receive the next business day’s net asset value per share. The market value of the Fund’s investments may change between the time you submit your order and the time the Fund next calculates its net asset value per share. The business day that applies to an order is also called a trade date.

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 separate accounts at participating insurance companies or Qualified Plans 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 a 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 may be more or less than the amount you invested.

Please refer to your Contract prospectus or Qualified Plan disclosure documents, as applicable, for more information about transfers as well as surrenders and withdrawals.

Cash Flows

The timing and magnitude of cash inflows from investors buying Fund shares could prevent the Fund from always being fully invested. Conversely, the timing and magnitude of cash outflows to investors selling Fund shares could require untimely dispositions of portfolio securities or large ready reserves of uninvested cash to meet shareholder redemptions. Either situation could adversely impact the Fund’s performance.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 143p

Information Sharing Agreements

As required by Rule 22c-2 under the 1940 Act, the Funds or certain of their service providers will enter into information sharing agreements with selling and/or servicing agents, including participating life insurance companies and financial intermediaries that sponsor or offer retirement plans through which shares of the Funds are made available for purchase. Pursuant to Rule 22c-2, selling and/or servicing agents are required, upon request, to: (i) provide shareholder account and transaction information and (ii) execute instructions from the Fund to restrict or prohibit further purchases of Fund shares by shareholders who have been identified by the Fund as having engaged in transactions that violate the Fund’s excessive trading policies and procedures. See Buying, Selling and Transferring Shares — Excessive Trading Practices Policy of Non-Money Market Funds for more information.

Excessive Trading Practices Policy of Non-Money Market Funds

Right to Reject or Restrict Share Transaction Orders — The Fund is intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should transact in Fund shares primarily for investment purposes. The Board has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures). The Fund discourages and does not accommodate excessive trading.

The Fund reserves the right to reject, without any prior notice, any buy or transfer order for any reason, and will not be liable for any loss resulting from rejected orders. For example, the Fund may in its discretion restrict or reject a buy or transfer order even if the transaction is not subject to the specific transfer limitation described below if the Fund or its agents determine that accepting the order could interfere with efficient management of the Fund’s portfolio or is otherwise contrary to the Fund’s best interests. The Excessive Trading Policies and Procedures apply equally to buy or transfer transactions communicated directly to the Transfer Agent and to those received by selling and/or servicing agents.

For these purposes, a “round trip” is a purchase or transfer into the Fund followed by a sale or transfer out of the Fund, or a sale or transfer out of the Fund followed by a purchase or transfer into the Fund. A “material” round trip is one that is deemed by the Fund to be material in terms of its amount or its potential detrimental impact on the Fund. Independent of this limit, the Fund may, in its discretion, reject future buy orders by any person, group or account that appears to have engaged in any type of excessive trading activity.

These limits generally do not apply to automated transactions or transactions by registered investment companies that invest in the Fund using a “fund-of-funds” structure. These limits do not apply to payroll deduction contributions by retirement plan participants, transactions initiated by a retirement plan sponsor or certain other retirement plan transactions consisting of rollover transactions, loan repayments and disbursements, and required minimum distribution redemptions. They may be modified or rescinded for accounts held by certain retirement plans to conform to plan limits, for considerations relating to the Employee Retirement Income Security Act of 1974 or regulations of the Department of Labor, and for certain asset allocation or wrap programs. Accounts known to be under common ownership or control generally will be counted together, but accounts maintained or managed by a common intermediary generally will not be considered to be under common ownership or control. The Fund retains the right to modify these restrictions at any time without prior notice to shareholders.

Limitations on the Ability to Detect and Prevent Excessive Trading Practices — The Fund takes various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, the Fund receives buy, sell and transfer orders through selling and/or servicing agents, and cannot always know of or reasonably detect excessive trading that may be facilitated by selling and/or servicing agents or by the use of the omnibus account arrangements they offer. Omnibus account arrangements are common forms of holding shares of mutual funds, particularly among certain selling and/or servicing agents such as broker/dealers, retirement plans and variable insurance products. These arrangements often permit selling and/or servicing agents to aggregate their clients’ transactions and accounts, and in these circumstances, the identity of the shareholders is often not known to the Fund.

Some selling and/or servicing agents apply their own restrictions or policies to underlying investor accounts, which may be more or less restrictive than those described here. This may impact the Fund’s ability to curtail excessive trading, even where it is identified. For these and other reasons, it is possible that excessive trading may occur despite the Fund’s efforts to detect and prevent it.

Although these restrictions and policies involve judgments that are inherently subjective and may involve some selectivity in their application, the Fund seeks to act in a manner that it believes is consistent with the best interests of shareholders in making any such judgments.

144p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Risks of Excessive Trading — Excessive trading creates certain risks to the Fund’s long-term shareholders and may create the following adverse effects:


•	negative impact on the Fund’s performance;


•	potential dilution of the value of the Fund’s shares;


•	interference with the efficient management of the Fund’s portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold;


•	losses on the sale of investments resulting from the need to sell securities at less favorable prices;


•	increased taxable gains to the Fund’s remaining shareholders resulting from the need to sell securities to meet sell orders; and


•	increased brokerage and administrative costs.

To the extent that the Fund invests significantly in foreign securities traded on markets that close before the Fund’s valuation time, it may be particularly susceptible to dilution as a result of excessive trading. Because events may occur after the close of foreign markets and before the Fund’s valuation time that influence the value of foreign securities, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of foreign securities as of the Fund’s valuation time. This is often referred to as price arbitrage. The Fund has adopted procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what the Fund believes to be the fair value of those securities as of its valuation time. To the extent the adjustments don’t work fully, investors engaging in price arbitrage may cause dilution in the value of the Fund’s shares held by other shareholders.

Similarly, to the extent that the Fund invests significantly in thinly traded high-yield bonds (junk bonds) or equity securities of small-capitalization companies, because these securities are often traded infrequently, investors may seek to trade Fund shares in an effort to benefit from their understanding of the value of these securities. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Fund’s portfolio to a greater degree than would be the case for mutual funds that invest in highly liquid securities, in part because the Fund may have difficulty selling those portfolio securities at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also cause dilution in the value of Fund shares held by other shareholders.

Excessive Trading Practices Policy of Money Market Funds

The money market funds are designed to offer investors a liquid cash option that they may buy and sell as often as they wish. Accordingly, the Board has not adopted policies and procedures designed to discourage excessive or short-term trading of money market fund shares. However, since frequent purchases and sales of money market fund shares could in certain instances harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs (such as spreads paid to dealers who trade money market instruments with the money market funds) and disrupting portfolio management strategies, each of the money market funds reserves the right, but has no obligation, to reject any purchase or exchange transaction at any time. Except as expressly described in this prospectus (such as minimum purchase amounts), the money market funds have no limits on buy or exchange transactions. In addition, each of the money market funds reserve the right to impose or modify restrictions on purchases, exchanges or trading of the fund shares at any time.

Distributions and Taxes

REINVESTMENTS

All distributions by the Funds are automatically reinvested in additional Fund shares. The reinvestment price is the next calculated NAV after the distribution is paid.

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: Columbia VP – Cash Management Fund, Columbia VP – Diversified Bond Fund, Columbia VP – Emerging Markets Opportunity Fund, Columbia VP – Global Bond Fund, Columbia VP – Global Inflation Protected Securities Fund, Columbia VP – High Yield Bond Fund, Columbia VP – Income Opportunities Fund, Columbia VP – International Opportunity Fund, and Columbia VP – Short Duration U.S. Government Fund.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 145p

Each of the following Funds is treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders: Columbia VP – Balanced Fund, Columbia VP – Diversified Equity Income Fund, Columbia VP – Dynamic Equity Fund, Columbia VP – Mid Cap Growth Opportunity Fund, Columbia VP – Mid Cap Value Opportunity Fund, Columbia VP – S&P 500 Index Fund, Columbia VP – Large Cap Growth Fund, Columbia VP – Select Large-Cap Value Fund, Columbia VP – Select Smaller-Cap Value Fund, VP – Davis New York Venture Fund, VP – Goldman Sachs Mid Cap Value Fund and VP – Partners Small Cap Value Fund.

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.

Additional Services and Compensation

In addition to acting as the Fund’s investment manager, Columbia Management Investment Advisers, LLC (Columbia Management) and its affiliates also receive compensation for providing other services to the Funds.

Administration Services. Columbia Management, 225 Franklin Street, Boston, MA 02110, provides or compensates others to provide administrative services to the Funds. These services include administrative, accounting, treasury, and other services. Fees paid by the Funds for these services are included under “Other expenses” in the expense table of the Fund.

Transfer Agency Services. Columbia Management Investment Services Corp. (formerly known as RiverSource Service Corporation), 225 Franklin Street, Boston, MA 02110, provides or compensates others to provide transfer agency services to the Funds. The Funds pay the Transfer Agent a fee as set forth in the SAI, and reimburses the Transfer Agent for its out-of-pocket expenses incurred while providing these transfer agency services to the Funds. Fees paid by a Fund for these services are included under “Other expenses” in the expense table of the Fund. The Transfer Agent pays 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.

146p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Additional Management Information

Affiliated Products. Columbia Management serves as investment manager to all funds in the Fund Family, including those that are structured to provide asset-allocation services to shareholders of those funds (funds of funds) by investing in shares of other funds in the Fund Family, including the Funds (collectively referred to as underlying funds), and to discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in underlying funds. These affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of the underlying funds, and Columbia Management seeks to balance potential conflicts between the affiliated products and the underlying funds in which they invest. The affiliated products’ investment in the underlying funds may also have the effect of creating economies of scale (including lower expense ratios) because the affiliated products may own substantial portions of the shares of underlying funds and, comparatively, a redemption of underlying fund shares by one or more affiliated products could cause the expense ratio of an underlying fund to increase as its fixed costs would be spread over a smaller asset base. Because of these large positions of the affiliated products, the underlying funds may experience relatively large purchases or redemptions. Although Columbia Management may seek to minimize the impact of these transactions, for example, by structuring them over a reasonable period of time or through other measures, underlying funds may experience increased expenses as they buy and sell securities to manage these transactions. When Columbia Management structures transactions over a reasonable period of time in order to manage the potential impact of the buy and sell decisions for the affiliated products, these affiliated products, including funds of funds, may pay more or less for shares of the underlying funds than if the transactions were executed in one transaction. In addition, substantial redemptions by the affiliated products within a short period of time could require the underlying 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 underlying fund to realize a loss. Substantial redemptions may also adversely affect the ability of the investment manager to implement the underlying fund’s investment strategy. Columbia Management also has an economic conflict of interest in determining the allocation of the affiliated products’ assets among the underlying funds as it earns different fees from the underlying funds. Columbia Management monitors expense levels of the Funds and is committed to offering funds that are competitively priced. Columbia Management reports to the Board of each fund of funds on the steps it has taken to manage any potential conflicts. See the SAI for information on the percent of the Fund owned by affiliated products.

Cash Reserves. A Fund may invest its daily cash balance in a money market fund selected by Columbia Management, including, but not limited to Columbia Short-Term Cash Fund (Short-Term Cash Fund), a money market fund established for the exclusive use of funds in the Fund Family and other institutional clients of Columbia Management. While Short-Term Cash Fund does not pay an advisory fee to Columbia Management, it does incur other expenses. A Fund will invest in Short-Term Cash Fund or any other money market fund selected by Columbia Management 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 a Fund. 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 Fund is 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 Fund’s 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.

The website references in this prospectus are intended to be inactive textual references and information contained in or otherwise accessible through the referenced websites does not form a part of this prospectus.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 147p

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 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.

148p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Financial Highlights

The financial highlights tables are intended to help you understand each Fund’s financial performance. Certain information reflects financial results for a single Fund share. For the periods ended 2009 and after, per share net investment income (loss) amounts of the Funds, except Columbia VP – Cash Management Fund, are calculated based on average shares outstanding during the period. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in each Fund (assuming reinvestment of all dividends and distributions, if any). Total returns do not reflect payment of the expenses that apply to the variable accounts or contract charges, if any, and are not annualized for periods of less than one year. Inclusion of these charges would reduce total return for all periods shown. The information for the fiscal years ended on or after Dec. 31, 2007 has been derived from the financial statements audited by the Funds’ Independent Registered Public Accounting Firm Ernst & Young LLP, whose report, along with the Fund’s financial statements and financial highlights, is included in the annual report which, if not included with this prospectus, is available upon request. The information for the periods ended on or before Dec. 31, 2006 was audited by a different Independent Registered Public Accounting Firm.

Columbia VP — Balanced Fund


														Year ended
Class 3 ^(a)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(b)			2006
Net asset value, beginning of period		$12.29		$9.89		$15.09			$15.61			$15.44			$15.18

Income from investment operations:
Net investment income (loss)		.27		.29		.46			.43			.13			.41
Net gains (losses) (both realized and unrealized)		1.27		2.11		(4.72	)		(.16	)		1.04			.72

Total from investment operations		1.54		2.40		(4.26	)		.27			1.17			1.13

Less distributions:
Dividends from net investment income		—		—		(.03	)		(.45	)		(.10	)		(.41	)
Distributions from realized gains		—		—		(.91	)		(.34	)		(.90	)		(.46	)

Total distributions		—		—		(.94	)		(.79	)		(1.00	)		(.87	)

Net asset value, end of period		$13.83		$12.29		$9.89			$15.09			$15.61			$15.44

Total return		12.53%		24.23%		(29.92%	)		1.74%			7.73%			7.76%

Ratios to average net assets ^(c)
Total expenses		.83%		.73%		.71%			.80%			.84%	^(d)		.77%

Net investment income (loss)		2.15%		2.75%		3.27%			2.65%			2.43%	^(d)		2.63%

Supplemental data
Net assets, end of period (in millions)		$960		$1,016		$921			$1,731			$2,071			$2,046

Portfolio turnover rate ^(e)		156%		208%		131%			118%			38%			130%


^(a)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(b)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(c)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(d)		Annualized.


^(e)		Includes mortgage dollar rolls. If mortgage dollar roll transactions were excluded, the portfolio turnover would have been 96%, 164% and 82% for the years ended Dec. 31, 2010, 2009 and 2008, respectively.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 149p

Columbia VP — Cash Management Fund


	Year ended ^(a)
Class 1	Dec. 31,
Per share data	2010
Net asset value, beginning of period		$1.00

Income from investment operations:
Net investment income (loss)		.00	^(b)
Net gains (losses) (both realized and unrealized)		.00	^(b)
Increase from payments by affiliate		.00	^(b)

Total from investment operations		.00	^(b)

Less distributions:
Dividends from net investment income		(.00	) ^(b)

Net asset value, end of period		$1.00

Total return		.01%	^(c)

Ratios to average net assets
Gross expenses prior to expense waiver/reimbursement		.51%	^(d)

Net expenses after expense waiver/reimbursement ^(e)		.23%	^(d)

Net investment income (loss)		.01%	^(d)

Supplemental data
Net assets, end of period (in millions)		$213


	Year ended ^(a)
Class 2	Dec. 31,
Per share data	2010
Net asset value, beginning of period		$1.00

Income from investment operations:
Net investment income (loss)		.00	^(b)
Net gains (losses) (both realized and unrealized)		.00	^(b)
Increase from payments by affiliate		.00	^(b)

Total from investment operations		.00	^(b)

Less distributions:
Dividends from net investment income		(.00	) ^(b)

Net asset value, end of period		$1.00

Total return		.02%

Ratios to average net assets
Gross expenses prior to expense waiver/reimbursement		.76%	^(d)

Net expenses after expense waiver/reimbursement ^(e)		.23%	^(d)

Net investment income (loss)		.00%	^(d),(f)

Supplemental data
Net assets, end of period (in millions)		$4

See accompanying Notes to Financial Highlights.

150p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Cash Management Fund (continued)


																Year ended
Class 3 ^(g)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(h)			2006
Net asset value, beginning of period		$1.00			$1.00			$1.00			$1.00			$1.00			$1.00

Income from investment operations:
Net investment income (loss)		.00	^(b)		.00	^(b)		.02			.05			.02			.04
Net gains (losses) (both realized and unrealized)		.00	^(b)		.00	^(b)		.00	^(b)		—			—			—
Increase from payments by affiliate		.00	^(b)		.00	^(b)		.00	^(b)		—			—			—

Total from investment operations		.00	^(b)		.00	^(b)		.02			.05			.02			.04

Less distributions:
Dividends from net investment income		(.00	) ^(b)		(.00	) ^(b)		(.02	)		(.05	)		(.02	)		(.04	)

Proceeds from regulatory settlement		—			(.00	) ^(b)		—			—			—			—

Net asset value, end of period		$1.00			$1.00			$1.00			$1.00			$1.00			$1.00

Total return		.01%	^(c)		.16%	⁽ⁱ⁾		2.31%	^(j)		4.75%			1.54%			4.01%

Ratios to average net assets
Gross expenses prior to expense waiver/reimbursement		.62%			.64%			.62%			.60%			.60%	^(d)		.67%

Net expenses after expense waiver/reimbursement ^(e)		.22%			.47%			.62%			.60%			.60%	^(d)		.67%

Net investment income (loss)		.01%			.07%			2.27%			4.72%			4.66%	^(d)		4.01%

Supplemental data
Net assets, end of period (in millions)		$622			$959			$1,673			$1,338			$1,055			$999

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Rounds to less than $0.01 per share.


^(c)		During the year ended Dec. 31, 2010, the Fund received payments by an affiliate. Had the Fund not received these payments, the total return would have been lower by 0.04% for Class 1 and 0.28% for Class 3.


^(d)		Annualized.


^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses, excluding expenses related to the Fund’s participation in the U.S. Department of Treasury’s Temporary Guarantee Program for Money Market Funds for the years ended Dec. 31, 2009 and 2008, respectively.


^(f)		Rounds to less than 0.01%.


^(g)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(h)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


⁽ⁱ⁾		During the year ended Dec. 31, 2009, the Fund received payments by an affiliate. Had the Fund not received these payments, the total return would have been lower by 0.09% for Class 3.


^(j)		During the year ended Dec. 31, 2008, the Fund received a reimbursement from an affiliate. Had the Fund not received this reimbursement, the total return would have been lower by 0.57% for Class 3.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 151p

Columbia VP — Diversified Bond Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.14

Income from investment operations:
Net investment income (loss)		.28
Net gains (losses) (both realized and unrealized)		.23

Total from investment operations		.51

Less distributions:
Dividends from net investment income		(.65	)

Net asset value, end of period		$11.00

Total return		4.73%

Ratios to average net assets ^(b)
Total expenses		.61%	^(c)

Net investment income (loss)		3.94%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2,224

Portfolio turnover rate ^(d)		382%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.14

Income from investment operations:
Net investment income (loss)		.25
Net gains (losses) (both realized and unrealized)		.24

Total from investment operations		.49

Less distributions:
Dividends from net investment income		(.64	)

Net asset value, end of period		$10.99

Total return		4.60%

Ratios to average net assets ^(b)
Total expenses		.85%	^(c)

Net investment income (loss)		3.44%	^(c)

Supplemental data
Net assets, end of period (in millions)		$3

Portfolio turnover rate ^(d)		382%

See accompanying Notes to Financial Highlights.

152p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Diversified Bond Fund (continued)


																Year ended
Class 3 ^(e)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$10.76			$9.80			$10.50			$10.47			$10.39			$10.66

Income from investment operations:
Net investment income (loss)		.40			.43			.50			.50			.16			.43
Net gains (losses) (both realized and unrealized)		.48			.95			(1.15	)		.03			.08			(.27	)

Total from investment operations		.88			1.38			(.65	)		.53			.24			.16

Less distributions:
Dividends from net investment income		(.64	)		(.42	)		(.05	)		(.49	)		(.16	)		(.43	)
Tax return of capital		—			—			—			(.01	)		—			—

Total distributions		(.64	)		(.42	)		(.05	)		(.50	)		(.16	)		(.43	)

Net asset value, end of period		$11.00			$10.76			$9.80			$10.50			$10.47			$10.39

Total return		8.33%			14.42%			(6.32%	)		5.20%			2.32%			1.58%

Ratios to average net assets ^(b)
Total expenses		.71%			.71%			.72%			.74%			.74%	^(c)		.80%

Net investment income (loss)		3.62%			4.12%			4.77%			4.79%			4.57%	^(c)		4.15%

Supplemental data
Net assets, end of period (in millions)		$1,712			$5,577			$4,480			$4,353			$2,745			$2,325

Portfolio turnover rate ^(d)		382%			434%			231%			289%			109%			292%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Includes mortgage dollar rolls. If mortgage dollar roll transactions were excluded, the portfolio turnover would have been 256%, 308% and 120% for the years ended Dec. 31, 2010, 2009 and 2008, respectively.


^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 153p

Columbia VP — Diversified Equity Income Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$12.05

Income from investment operations:
Net investment income (loss)		.13
Net gains (losses) (both realized and unrealized)		1.01

Total from investment operations		1.14

Net asset value, end of period		$13.19

Total return		9.46%

Ratios to average net assets ^(b)
Total expenses		.78%	^(c)

Net investment income (loss)		1.68%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,555

Portfolio turnover rate		26%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$12.05

Income from investment operations:
Net investment income (loss)		.11
Net gains (losses) (both realized and unrealized)		.99

Total from investment operations		1.10

Net asset value, end of period		$13.15

Total return		9.13%

Ratios to average net assets ^(b)
Total expenses		1.03%	^(c)

Net investment income (loss)		1.37%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		26%

See accompanying Notes to Financial Highlights.

154p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Diversified Equity Income Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$11.27		$8.84		$16.24			$15.48			$15.09			$13.83

Income from investment operations:
Net investment income (loss)		.17		.20		.23			.24			.07			.23
Net gains (losses) (both realized and unrealized)		1.73		2.23		(6.35	)		.98			1.33			1.80

Total from investment operations		1.90		2.43		(6.12	)		1.22			1.40			2.03

Less distributions:
Dividends from net investment income		—		—		(.01	)		(.25	)		(.05	)		(.22	)
Distributions from realized gains		—		—		(1.27	)		(.21	)		(.96	)		(.55	)

Total distributions		—		—		(1.28	)		(.46	)		(1.01	)		(.77	)

Net asset value, end of period		$13.17		$11.27		$8.84			$16.24			$15.48			$15.09

Total return		16.83%		27.46%		(40.47%	)		8.02%			9.37%			15.19%

Ratios to average net assets ^(b)
Total expenses		.90%		.76%		.86%			.86%			.91%	^(c)		.91%

Net investment income (loss)		1.42%		2.14%		2.03%			1.47%			1.39%	^(c)		1.61%

Supplemental data
Net assets, end of period (in millions)		$1,573		$3,857		$2,765			$4,079			$3,446			$2,877

Portfolio turnover rate		26%		49%		41%			29%			5%			27%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 155p

Columbia VP — Dynamic Equity Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$18.00

Income from investment operations:
Net investment income (loss)		.20
Net gains (losses) (both realized and unrealized)		1.14

Total from investment operations		1.34

Net asset value, end of period		$19.34

Total return		7.45%

Ratios to average net assets ^(b)
Total expenses		.84%	^(c)

Net investment income (loss)		1.77%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		87%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$18.00

Income from investment operations:
Net investment income (loss)		.17
Net gains (losses) (both realized and unrealized)		1.15

Total from investment operations		1.32

Net asset value, end of period		$19.32

Total return		7.33%

Ratios to average net assets ^(b)
Total expenses		1.11%	^(c)

Net investment income (loss)		1.46%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		87%

See accompanying Notes to Financial Highlights.

156p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Dynamic Equity Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$16.46		$13.26		$25.27			$25.04			$22.91			$21.48

Income from investment operations:
Net investment income (loss)		.23		.26		.38			.35			.09			.29
Net gains (losses) (both realized and unrealized)		2.63		2.94		(10.22	)		.39			2.10			1.43

Total from investment operations		2.86		3.20		(9.84	)		.74			2.19			1.72

Less distributions:
Dividends from net investment income		—		—		(.04	)		(.34	)		(.06	)		(.29	)
Distributions from realized gains		—		—		(2.13	)		(.17	)		—			—

Total distributions		—		—		(2.17	)		(.51	)		(.06	)		(.29	)

Net asset value, end of period		$19.32		$16.46		$13.26			$25.27			$25.04			$22.91

Total return		17.37%		24.13%		(42.16%	)		2.93%			9.59%			8.02%

Ratios to average net assets ^(b)
Total expenses		.94%		.71%		.72%			.86%			.83%	^(c)		.82%

Net investment income (loss)		1.36%		1.87%		1.77%			1.29%			1.16%	^(c)		1.30%

Supplemental data
Net assets, end of period (in millions)		$1,373		$1,393		$1,349			$3,023			$3,737			$3,733

Portfolio turnover rate		87%		70%		109%			66%			21%			85%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 157p

Columbia VP — Emerging Markets Opportunity Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$15.68

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		2.33

Total from investment operations		2.40

Less distributions:
Dividends from net investment income		(.13	)

Net asset value, end of period		$17.95

Total return		15.48%

Ratios to average net assets ^(b)
Total expenses		1.37%	^(c)

Net investment income (loss)		.71%	^(c)

Supplemental data
Net assets, end of period (in millions)		$490

Portfolio turnover rate		86%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$15.68

Income from investment operations:
Net investment income (loss)		(.04	)
Net gains (losses) (both realized and unrealized)		2.41

Total from investment operations		2.37

Less distributions:
Dividends from net investment income		(.13	)

Net asset value, end of period		$17.92

Total return		15.24%

Ratios to average net assets ^(b)
Total expenses		1.56%	^(c)

Net investment income (loss)		(.33%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$2

Portfolio turnover rate		86%

See accompanying Notes to Financial Highlights.

158p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Emerging Markets Opportunity Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$15.20			$8.76			$22.49			$17.35			$16.32			$13.14

Income from investment operations:
Net investment income (loss)		.11			.06			.16			.14			(.02	)		.09
Net gains (losses) (both realized and unrealized)		2.85			6.42			(10.66	)		6.11			3.21			3.85

Total from investment operations		2.96			6.48			(10.50	)		6.25			3.19			3.94

Less distributions:
Dividends from net investment income		(.22	)		(.04	)		(.12	)		(.11	)		—			(.06	)
Distributions from realized gains		—			—			(3.11	)		(1.00	)		(2.16	)		(.70	)

Total distributions		(.22	)		(.04	)		(3.23	)		(1.11	)		(2.16	)		(.76	)

Proceeds from regulatory settlement		—			.00	^(f)		—			—			—			—

Net asset value, end of period		$17.94			$15.20			$8.76			$22.49			$17.35			$16.32

Total return		19.76%			74.08%			(53.71%	)		38.11%			20.17%			30.97%

Ratios to average net assets ^(b)
Total expenses		1.45%			1.42%			1.61%			1.50%			1.51%	^(c)		1.54%

Net investment income (loss)		.73%			.52%			1.06%			.73%			(.36%	) ^(c)		.68%

Supplemental data
Net assets, end of period (in millions)		$557			$912			$713			$962			$548			$427

Portfolio turnover rate		86%			145%	^(g)		140%			124%			46%			146%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(f)		Rounds to less than $0.01 per share.


^(g)		The aggregate cost of securities purchased for purposes of portfolio turnover excludes $41,979,743 for securities received at value on Feb. 13, 2009 in exchange for Fund shares issued.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 159p

Columbia VP — Global Bond Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.41

Income from investment operations:
Net investment income (loss)		.25
Net gains (losses) (both realized and unrealized)		.50

Total from investment operations		.75

Less distributions:
Dividends from net investment income		(.46	)

Net asset value, end of period		$11.70

Total return		6.72%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.85%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.85%	^(c)

Net investment income (loss)		3.35%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,087

Portfolio turnover rate		66%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.41

Income from investment operations:
Net investment income (loss)		.22
Net gains (losses) (both realized and unrealized)		.51

Total from investment operations		.73

Less distributions:
Dividends from net investment income		(.45	)

Net asset value, end of period		$11.69

Total return		6.54%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.11%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		1.10%	^(c)

Net investment income (loss)		2.90%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2

Portfolio turnover rate		66%

See accompanying Notes to Financial Highlights.

160p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Global Bond Fund (continued)


																Year ended
Class 3 ^(e)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$11.50			$10.50			$11.32			$10.90			$10.79			$11.02

Income from investment operations:
Net investment income (loss)		.45			.31			.42			.38			.12			.30
Net gains (losses) (both realized and unrealized)		.29			.88			(.46	)		.44			.11			(.17	)

Total from investment operations		.74			1.19			(.04	)		.82			.23			.13

Less distributions:
Dividends from net investment income		(.54	)		(.19	)		(.77	)		(.40	)		(.12	)		(.31	)
Distributions from realized gains		—			—			(.01	)		—			—			(.05	)

Total distributions		(.54	)		(.19	)		(.78	)		(.40	)		(.12	)		(.36	)

Net asset value, end of period		$11.70			$11.50			$10.50			$11.32			$10.90			$10.79

Total return		6.58%			11.38%			(.44%	)		7.65%			2.15%			1.27%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.95%			.97%			.97%			1.00%			1.00%	^(c)		1.06%

Net expenses after expense waiver/reimbursement ^(d)		.95%			.96%			.97%			1.00%			1.00%	^(c)		1.06%

Net investment income (loss)		3.87%			2.78%			3.56%			3.45%			3.22%	^(c)		2.85%

Supplemental data
Net assets, end of period (in millions)		$520			$1,676			$1,439			$1,328			$782			$692

Portfolio turnover rate		66%			77%			62%			69%			20%			65%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expenses ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).


^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 161p

Columbia VP — Global Inflation Protected Securities Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.61

Income from investment operations:
Net investment income (loss)		.21
Net gains (losses) (both realized and unrealized)		(.02	)

Total from investment operations		.19

Less distributions:
Dividends from net investment income		(.24	)
Distributions from realized gains		(.02	)

Total distributions		(.26	)

Net asset value, end of period		$9.54

Total return		2.06%

Ratios to average net assets ^(b)
Total expenses		.58%	^(c)

Net investment income (loss)		3.34%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2,209

Portfolio turnover rate		66%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.61

Income from investment operations:
Net investment income (loss)		.39
Net gains (losses) (both realized and unrealized)		(.22	)

Total from investment operations		.17

Less distributions:
Dividends from net investment income		(.24	)
Distributions from realized gains		(.02	)

Total distributions		(.26	)

Net asset value, end of period		$9.52

Total return		1.80%

Ratios to average net assets ^(b)
Total expenses		.81%	^(c)

Net investment income (loss)		6.34%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		66%

See accompanying Notes to Financial Highlights.

162p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Global Inflation Protected Securities Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$9.40			$10.06			$10.28			$9.76			$10.04			$10.19

Income from investment operations:
Net investment income (loss)		.19			.13			.43			.52			.06			.47
Net gains (losses) (both realized and unrealized)		.20			.50			(.40	)		.24			(.10	)		(.26	)

Total from investment operations		.39			.63			.03			.76			(.04	)		.21

Less distributions:
Dividends from net investment income		(.23	)		(1.29	)		(.25	)		(.24	)		(.24	)		(.34	)
Distributions from realized gains		(.02	)		(.00	) ^(f)		—			—			—			(.02	)

Total distributions		(.25	)		(1.29	)		(.25	)		(.24	)		(.24	)		(.36	)

Net asset value, end of period		$9.54			$9.40			$10.06			$10.28			$9.76			$10.04

Total return		4.13%			6.84%			.14%			7.93%			(.49%	)		2.18%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.70%	^(c)		.71%			.73%			.74%			.72%	^(c)		.77%

Net expenses after expense waiver/reimbursement ^(g)		.70%	^(c)		.71%			.72%			.72%			.72%	^(c)		.72%

Net investment income (loss)		1.96%	^(c)		1.41%			3.95%			4.50%			1.09%	^(c)		4.23%

Supplemental data
Net assets, end of period (in millions)		$331			$2,348			$983			$820			$582			$403

Portfolio turnover rate		66%			135%			54%			80%			—%			75%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was as unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(f)		Rounds to less than $0.01 per share.


^(g)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 163p

Columbia VP — High Yield Bond Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$7.09

Income from investment operations:
Net investment income (loss)		.34
Net gains (losses) (both realized and unrealized)		.16

Total from investment operations		.50

Less distributions:
Dividends from net investment income		(.65	)

Net asset value, end of period		$6.94

Total return		7.98%

Ratios to average net assets ^(b)
Total expenses		.75%	^(c)

Net investment income (loss)		7.70%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		88%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$7.09

Income from investment operations:
Net investment income (loss)		.30
Net gains (losses) (both realized and unrealized)		.18

Total from investment operations		.48

Less distributions:
Dividends from net investment income		(.64	)

Net asset value, end of period		$6.93

Total return		7.79%

Ratios to average net assets ^(b)
Total expenses		1.05%	^(c)

Net investment income (loss)		6.83%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2

Portfolio turnover rate		88%

See accompanying Notes to Financial Highlights.

164p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — High Yield Bond Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$6.71			$4.84			$6.48			$6.85			$6.68			$6.76

Income from investment operations:
Net investment income (loss)		.52			.55			.66			.50			.16			.47
Net gains (losses) (both realized and unrealized)		.34			1.94			(2.28	)		(.37	)		.19			(.09	)

Total from investment operations		.86			2.49			(1.62	)		.13			.35			.38

Less distributions:
Dividends from net investment income		(.64	)		(.62	)		(.02	)		(.50	)		(.18	)		(.46	)

Net asset value, end of period		$6.93			$6.71			$4.84			$6.48			$6.85			$6.68

Total return		13.96%			53.86%			(25.19%	)		1.86%			5.43%			5.76%

Ratios to average net assets ^(b)
Total expenses		.88%			.86%			.89%			.87%			.88%	^(c)		.87%

Net investment income (loss)		7.65%			9.43%			8.84%			7.38%			7.35%	^(c)		7.02%

Supplemental data
Net assets, end of period (in millions)		$678			$727			$522			$1,032			$1,216			$1,192

Portfolio turnover rate		88%			102%			58%			84%			29%			106%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 165p

Columbia VP — Income Opportunities Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.25

Income from investment operations:
Net investment income (loss)		.51
Net gains (losses) (both realized and unrealized)		.23

Total from investment operations		.74

Less distributions:
Dividends from net investment income		(1.30	)

Net asset value, end of period		$10.69

Total return		7.68%

Ratios to average net assets ^(b)
Total expenses		.78%	^(c)

Net investment income (loss)		7.47%	^(c)

Supplemental data
Net assets, end of period (in millions)		$842

Portfolio turnover rate		77%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.25

Income from investment operations:
Net investment income (loss)		.47
Net gains (losses) (both realized and unrealized)		.24

Total from investment operations		.71

Less distributions:
Dividends from net investment income		(1.29	)

Net asset value, end of period		$10.67

Total return		7.44%

Ratios to average net assets ^(b)
Total expenses		1.01%	^(c)

Net investment income (loss)		6.87%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		77%

See accompanying Notes to Financial Highlights.

166p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Income Opportunities Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$10.71			$7.99			$9.86			$10.32			$10.08			$10.39

Income from investment operations:
Net investment income (loss)		.81			.84			.69			.70			.22			.64
Net gains (losses) (both realized and unrealized)		.47			2.46			(2.54	)		(.44	)		.24			(.26	)

Total from investment operations		1.28			3.30			(1.85	)		.26			.46			.38

Less distributions:
Dividends from net investment income		(1.28	)		(.58	)		(.02	)		(.68	)		(.22	)		(.64	)
Distributions from realized gains		—			—			—			(.02	)		—			(.05	)
Tax return of capital		—			—			—			(.02	)		—			—

Total distributions		(1.28	)		(.58	)		(.02	)		(.72	)		(.22	)		(.69	)

Net asset value, end of period		$10.71			$10.71			$7.99			$9.86			$10.32			$10.08

Total return		13.04%			42.41%			(18.82%	)		2.65%			4.66%			3.76%

Ratios to average net assets ^(b)
Total expenses		.86%			.88%			.92%			.91%			.90%	^(c)		.96%

Net investment income (loss)		7.38%			8.63%			8.04%			6.89%			6.72%	^(c)		6.39%

Supplemental data
Net assets, end of period (in millions)		$252			$2,004			$755			$736			$409			$259

Portfolio turnover rate		77%			70%			76%			98%			29%			87%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expenses ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 167p

Columbia VP — International Opportunity Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.67

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		1.49

Total from investment operations		1.52

Less distributions:
Dividends from net investment income		(.10	)

Net asset value, end of period		$12.09

Total return		14.47%

Ratios to average net assets ^(b)
Total expenses		1.11%	^(c)

Net investment income (loss)		.47%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		76%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.67

Income from investment operations:
Net investment income (loss)		(.09	)
Net gains (losses) (both realized and unrealized)		1.59

Total from investment operations		1.50

Less distributions:
Dividends from net investment income		(.10	)

Net asset value, end of period		$12.07

Total return		14.24%

Ratios to average net assets ^(b)
Total expenses		1.41%	^(c)

Net investment income (loss)		(1.15%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		76%

See accompanying Notes to Financial Highlights.

168p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — International Opportunity Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		10.77			$8.58			$14.71			$13.19			$12.24			$10.02

Income from investment operations:
Net investment income (loss)		.08			.14			.27			.13			.02			.12
Net gains (losses) (both realized and unrealized)		1.38			2.19			(6.12	)		1.53			1.04			2.27

Total from investment operations		1.46			2.33			(5.85	)		1.66			1.06			2.39

Less distributions:
Dividends from net investment income		(.15	)		(.14	)		(.28	)		(.14	)		(.10	)		(.17	)
Tax return of capital		—			—			—			—			(.01	)		—

Total distributions		(.15	)		(.14	)		(.28	)		(.14	)		(.11	)		(.17	)

Proceeds from regulatory settlement		—			.00	^(f)		—			—			—			—

Net asset value, end of period		$12.08			$10.77			$8.58			$14.71			$13.19			$12.24

Total return		13.89%			27.54%	^(g)		(40.43%	)		12.68%			8.72%			23.82%

Ratios to average net assets ^(b)
Total expenses		1.13%			1.16%			1.15%			1.01%			1.08%	^(c)		1.12%

Net investment income (loss)		.78%			1.57%			2.21%			.94%			.55%	^(c)		1.04%

Supplemental data
Net assets, end of period (in millions)		$528			$562			$535			$1,195			$1,311			$1,266

Portfolio turnover rate		76%			90%			61%			94%			20%			74%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(f)		Rounds to less than $0.01 per share.


^(g)		During the year ended Dec. 31, 2009, the Fund received proceeds from regulatory settlements. Had the Fund not received these proceeds, the total return would have been lower by 0.04%.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 169p

Columbia VP — Large Cap Growth Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$6.34

Income from investment operations:
Net investment income (loss)		.02
Net gains (losses) (both realized and unrealized)		.46

Total from investment operations		.48

Net asset value, end of period		$6.82

Total return		7.57%

Ratios to average net assets ^(b)
Total expenses		.83%	^(c)

Net investment income (loss)		.60%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		152%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$6.34

Income from investment operations:
Net investment income (loss)		.02
Net gains (losses) (both realized and unrealized)		.45

Total from investment operations		.47

Net asset value, end of period		$6.81

Total return		7.41%

Ratios to average net assets ^(b)
Total expenses		1.09%	^(c)

Net investment income (loss)		.50%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		152%

See accompanying Notes to Financial Highlights.

170p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Large Cap Growth Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$5.82		$4.25		$7.65			$7.50			$6.93			$6.61

Income from investment operations:
Net investment income (loss)		.02		.03		.10			.08			.01			.06
Net gains (losses) (both realized and unrealized)		.98		1.54		(3.48	)		.15			.57			.33

Total from investment operations		1.00		1.57		(3.38	)		.23			.58			.39

Less distributions:
Dividends from net investment income		—		—		(.02	)		(.08	)		(.01	)		(.07	)

Net asset value, end of period		$6.82		$5.82		$4.25			$7.65			$7.50			$6.93

Total return		17.16%		37.00%		(44.35%	)		3.07%			8.27%			5.79%

Ratios to average net assets ^(b)
Total expenses		.93%		.80%		.75%			.89%			1.01%	^(c)		.91%

Net investment income (loss)		.34%		.71%		1.36%			1.01%			.59%	^(c)		1.04%

Supplemental data
Net assets, end of period (in millions)		$233		$240		$275			$627			$640			$612

Portfolio turnover rate		152%		152%		150%			116%			30%			156%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 171p

Columbia VP — Mid Cap Growth Opportunity Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$13.30

Income from investment operations:
Net investment income (loss)		(.01	)
Net gains (losses) (both realized and unrealized)		1.26

Total from investment operations		1.25

Net asset value, end of period		$14.55

Total return		9.40%

Ratios to average net assets ^(b)
Total expenses		.81%	^(c)

Net investment income (loss)		(.09%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		100%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$13.30

Income from investment operations:
Net investment income (loss)		(.03	)
Net gains (losses) (both realized and unrealized)		1.26

Total from investment operations		1.23

Net asset value, end of period		$14.53

Total return		9.25%

Ratios to average net assets ^(b)
Total expenses		1.09%	^(c)

Net investment income (loss)		(.31%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		100%

See accompanying Notes to Financial Highlights.

172p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Mid Cap Growth Opportunity Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$11.51			$7.04			$12.85			$11.42			$10.96			$12.43

Income from investment operations:
Net investment income (loss)		(.02	)		(.01	)		.00	^(f)		(.02	)		.03			(.01	)
Net gains (losses) (both realized and unrealized)		3.04			4.48			(5.74	)		1.58			.91			(.44	)

Total from investment operations		3.02			4.47			(5.74	)		1.56			.94			(.45	)

Less distributions:
Dividends from net investment income		—			—			(.00	) ^(f)		(.01	)		(.03	)		—
Distributions from realized gains		—			—			(.07	)		(.12	)		(.45	)		(1.02	)

Total distributions		—			—			(.07	)		(.13	)		(.48	)		(1.02	)

Net asset value, end of period		$14.53			$11.51			$7.04			$12.85			$11.42			$10.96

Total return		26.28%			63.39%			(44.84%	)		13.74%			8.54%			(4.43%	)

Ratios to average net assets ^(b)
Total expenses		.99%			1.07%			.88%			.86%			.88%	^(c)		.92%

Net investment income (loss)		(.19%	)		(.15%	)		(.01%	)		(.12%	)		.70%	^(c)		(.14%	)

Supplemental data
Net assets, end of period (in millions)		$408			$380			$256			$593			$690			$709

Portfolio turnover rate		100%			126%			70%			93%			24%			43%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(f)		Rounds to less than $0.01 per share.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 173p

Columbia VP — Mid Cap Value Opportunity Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.92

Income from investment operations:
Net investment income (loss)		.06
Net gains (losses) (both realized and unrealized)		.98

Total from investment operations		1.04

Net asset value, end of period		$10.96

Total return		10.48%

Ratios to average net assets ^(b)
Total expenses		.85%	^(c)

Net investment income (loss)		.94%	^(c)

Supplemental data
Net assets, end of period (in millions)		$720

Portfolio turnover rate		80%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.92

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		.96

Total from investment operations		1.03

Net asset value, end of period		$10.95

Total return		10.38%

Ratios to average net assets ^(b)
Total expenses		1.12%	^(c)

Net investment income (loss)		1.02%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		80%

See accompanying Notes to Financial Highlights.

174p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Mid Cap Value Opportunity Fund (continued)


															Year ended
Class 3 ^(d)	Year ended Dec. 31,														Aug. 31,
Per share data	2010			2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$8.94			$6.34		$14.60			$13.49			$12.65			$11.42

Income from investment operations:
Net investment income (loss)		.06			.10		.08			.10			.05			.09
Net gains (losses) (both realized and unrealized)		1.95			2.50		(5.52	)		1.29			.98			1.27

Total from investment operations		2.01			2.60		(5.44	)		1.39			1.03			1.36

Less distributions:
Dividends from net investment income		—			—		—			(.11	)		(.05	)		(.09	)
Distributions from realized gain		—			—		(2.82	)		(.17	)		(.14	)		(.04	)

Total distributions		—			—		(2.82	)		(.28	)		(.19	)		(.13	)

Net asset value, end of period		$10.95			$8.94		$6.34			$14.60			$13.49			$12.65

Total return		22.51%			40.93%		(45.10%	)		10.35%			8.07%			11.93%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.00%	^(c)		.85%		1.04%			1.03%			1.07%	^(c)		1.44%

Net expenses after expense waiver/reimbursement ^(f)		1.00%	^(c)		.85%		1.04%			1.03%			1.07%	^(c)		1.11%

Net investment income (loss)		.65%	^(c)		1.48%		1.01%			.72%			1.23%	^(c)		1.02%

Supplemental data
Net assets, end of period (in millions)		$137			$242		$247			$355			$370			$228

Portfolio turnover rate		80%			39%		47%			77%			4%			60%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 175p

Columbia VP — S&P 500 Index Fund


														Year ended
Class 3 ^(a)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(b)			2006
Net asset value, beginning of period		$7.51		$5.96		$9.83			$9.59			$8.85			$8.30

Income from investment operations:
Net investment income (loss)		.12		.12		.16			.15			.04			.13
Net gains (losses) (both realized and unrealized)		.98		1.43		(3.69	)		.33			.77			.57

Total from investment operations		1.10		1.55		(3.53	)		.48			.81			.70

Less distributions:
Dividends from net investment income		—		—		(.01	)		(.17	)		(.03	)		(.13	)
Distributions from realized gains		—		—		(.33	)		(.07	)		(.04	)		(.02	)

Total distributions		—		—		(.34	)		(.24	)		(.07	)		(.15	)

Net asset value, end of period		$8.61		$7.51		$5.96			$9.83			$9.59			$8.85

Total return		14.71%		26.00%		(37.10%	)		5.01%			9.27%			8.38%	^(c)

Ratios to average net assets ^(d)
Gross expenses prior to expense waiver/reimbursement		.54%		.50%		.54%			.52%			.51%	^(e)		.53%

Net expenses after expense waiver/reimbursement ^(f)		.53%		.50%		.51%			.50%	^(g)		.50%	^(e)		.50%

Net investment income (loss)		1.58%		1.93%		1.79%			1.48%			1.44%	^(e)		1.46%

Supplemental data
Net assets, end of period (in millions)		$216		$220		$193			$380			$392			$367

Portfolio turnover rate		22%		31%		4%			4%			2%			6%


^(a)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(b)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(c)		The Fund received a one time transaction fee reimbursement by Ameriprise Trust Company. Had the Fund not received this reimbursement, the total return would have been lower by 0.06%.


^(d)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expenses ratios.


^(e)		Annualized.


^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).


^(g)		Prior to rounding, the ratio of net expenses to average net assets after expense waiver/reimbursement was 0.495% for the year ended Dec. 31, 2007.

176p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Select Large-Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.55

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		.42

Total from investment operations		.49

Net asset value, end of period		$10.04

Total return		5.13%

Ratios to average net assets ^(b)
Total expenses		.94%	^(c)

Net investment income (loss)		1.17%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		4%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.55

Income from investment operations:
Net investment income (loss)		.05
Net gains (losses) (both realized and unrealized)		.43

Total from investment operations		.48

Net asset value, end of period		$10.03

Total return		5.03%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.26%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		1.22%	^(c)

Net investment income (loss)		.77%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		4%

See accompanying Notes to Financial Highlights.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 177p

Columbia VP — Select Large-Cap Value Fund (continued)


														Year ended
Class 3 ^(e)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$8.31		$6.59		$11.12			$12.23			$11.71			$10.99

Income from investment operations:
Net investment income (loss)		.08		.10		.21			.17			.05			.17
Net gains (losses) (both realized and unrealized)		1.63		1.62		(4.52	)		(.22	)		1.13			.98

Total from investment operations		1.71		1.72		(4.31	)		(.05	)		1.18			1.15

Less distributions:
Dividends from net investment income		—		—		(.01	)		(.17	)		(.05	)		(.17	)
Distributions from realized gains		—		—		(.21	)		(.89	)		(.61	)		(.26	)

Total distributions		—		—		(.22	)		(1.06	)		(.66	)		(.43	)

Net asset value, end of period		$10.02		$8.31		$6.59			$11.12			$12.23			$11.71

Total return		20.52%		26.12%		(39.46%	)		(.46%	)		10.15%			10.75%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.11%		1.24%		1.28%			1.08%			1.23%	^(c)		1.20%

Net expenses after expense waiver/reimbursement ^(d)		1.08%		1.05%		.93%			1.04%			1.05%	^(c)		1.02%

Net investment income (loss)		.89%		1.40%		2.08%			1.35%			1.33%	^(c)		1.55%

Supplemental data
Net assets, end of period (in millions)		$30		$15		$10			$22			$25			$21

Portfolio turnover rate		4%		16%		75%			39%			13%			49%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.


^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

178p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Select Smaller-Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.40

Income from investment operations:
Net investment income (loss)		(.04	)
Net gains (losses) (both realized and unrealized)		1.16

Total from investment operations		1.12

Net asset value, end of period		$11.52

Total return		10.77%

Ratios to average net assets ^(b)
Total expenses		1.09%	^(c)

Net investment income (loss)		(.58%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		5%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.40

Income from investment operations:
Net investment income (loss)		(.05	)
Net gains (losses) (both realized and unrealized)		1.15

Total from investment operations		1.10

Net asset value, end of period		$11.50

Total return		10.58%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.36%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		1.33%	^(c)

Net investment income (loss)		(.66%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		5%

See accompanying Notes to Financial Highlights.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 179p

Columbia VP — Select Smaller-Cap Value Fund (continued)


																Year ended
Class 3 ^(e)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$9.08			$6.49			$11.80			$13.03			$13.80			$15.11

Income from investment operations:
Net investment income (loss)		(.07	)		(.04	)		.02			.01			.01			—
Net gains (losses) (both realized and unrealized)		2.50			2.63			(4.23	)		(.52	)		1.11			.61

Total from investment operations		2.43			2.59			(4.21	)		(.51	)		1.12			.61

Less distributions:
Dividends from net investment income		—			—			—			(.02	)		(.01	)		—
Distributions from realized gains		—			—			(1.10	)		(.70	)		(1.88	)		(1.92	)

Total distributions		—			—			(1.10	)		(.72	)		(1.89	)		(1.92	)

Net asset value, end of period		$11.51			$9.08			$6.49			$11.80			$13.03			$13.80

Total return		26.79%			39.81%			(38.59%	)		(4.19%	)		8.14%			4.40%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.21%			1.09%			1.06%			1.01%			1.08%	^(c)		1.06%

Net expenses after expense waiver/reimbursement ^(d)		1.20%			1.09%			.96%			1.01%			1.08%	^(c)		1.06%

Net investment income (loss)		(.76%	)		(.56%	)		.19%			.06%			.22%	^(c)		(.02%	)

Supplemental data
Net assets, end of period (in millions)		$88			$79			$68			$161			$220			$218

Portfolio turnover rate		5%			6%			269%			150%			74%			132%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.


^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

180p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Short Duration U.S. Government Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.30

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		.12

Total from investment operations		.19

Less distributions:
Dividends from net investment income		(.11	)

Net asset value, end of period		$10.38

Total return		1.83%

Ratios to average net assets ^(b)
Total expenses		.63%	^(c)

Net investment income (loss)		1.09%	^(c)

Supplemental data
Net assets, end of period (in millions)		$734

Portfolio turnover rate ^(d)		323%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.30

Income from investment operations:
Net investment income (loss)		.05
Net gains (losses) (both realized and unrealized)		.11

Total from investment operations		.16

Less distributions:
Dividends from net investment income		(.10	)

Net asset value, end of period		$10.36

Total return		1.59%

Ratios to average net assets ^(b)
Total expenses		.89%	^(c)

Net investment income (loss)		.75%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2

Portfolio turnover rate ^(d)		323%

See accompanying Notes to Financial Highlights.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 181p

Columbia VP — Short Duration U.S. Government Fund (continued)


																Year ended
Class 3 ^(e)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$10.17			$9.95			$10.23			$10.13			$10.11			$10.21

Income from investment operations:
Net investment income (loss)		.12			.21			.32			.42			.13			.36
Net gains (losses) (both realized and unrealized)		.18			.33			(.58	)		.10			.02			(.10	)

Total from investment operations		.30			.54			(.26	)		.52			.15			.26

Less distributions:
Dividends from net investment income		(.10	)		(.32	)		(.02	)		(.42	)		(.13	)		(.36	)

Net asset value, end of period		$10.37			$10.17			$9.95			$10.23			$10.13			$10.11

Total return		3.00%			5.53%			(2.64%	)		5.33%			1.55%			2.61%

Ratios to average net assets ^(b)
Total expenses		.76%			.76%			.79%			.79%			.77%	^(c)		.82%

Net investment income (loss)		1.15%			2.12%			3.19%			4.17%			3.97%	^(c)		3.55%

Supplemental data
Net assets, end of period (in millions)		$418			$519			$503			$483			$457			$463

Portfolio turnover rate ^(d)		323%			428%			314%			213%			58%			236%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expenses ratios.


^(c)		Annualized.


^(d)		Includes mortgage dollar rolls. If mortgage dollar rolls transactions were excluded, the portfolio turnover would have been 203%, 350% and 190% for the years ended Dec. 31, 2010, 2009 and 2008, respectively.


^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

182p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Davis New York Venture Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.54

Income from investment operations:
Net investment income (loss)		.06
Net gains (losses) (both realized and unrealized)		.40

Total from investment operations		.46

Net asset value, end of period		$10.00

Total return		4.82%

Ratios to average net assets ^(b)
Total expenses		.82%	^(c)

Net investment income (loss)		.98%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,348

Portfolio turnover rate		32%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.54

Income from investment operations:
Net investment income (loss)		.06
Net gains (losses) (both realized and unrealized)		.39

Total from investment operations		.45

Net asset value, end of period		$9.99

Total return		4.72%

Ratios to average net assets ^(b)
Total expenses		.88%	^(c)

Net investment income (loss)		1.04%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		32%

See accompanying Notes to Financial Highlights.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 183p

VP — Davis New York Venture Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006 ^(f)
Net asset value, beginning of period		$8.96		$6.82		$11.20			$10.92			$10.03			$10.06

Income from investment operations:
Net investment income (loss)		.03		.05		.06			.11			.03			.02
Net gains (losses) (both realized and unrealized)		1.00		2.09		(4.35	)		.30			.91			(.03	)

Total from investment operations		1.03		2.14		(4.29	)		.41			.94			(.01	)

Less distributions:
Dividends from net investment income		—		—		(.00	) ^(g)		(.11	)		(.02	)		(.02	)
Distributions from realized gains		—		—		(.09	)		(.02	)		(.02	)		—
Tax return of capital		—		—		—			—			(.01	)		—

Total distributions		—		—		(.09	)		(.13	)		(.05	)		(.02	)

Net asset value, end of period		$9.99		$8.96		$6.82			$11.20			$10.92			$10.03

Total return		11.52%		31.33%		(38.58%	)		3.84%			9.30%			(.05%	)

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.05%		.94%		1.06%			.99%			1.02%	^(c)		1.15%	^(c)

Net expenses after expense waiver/reimbursement ^(h)		1.05%		.94%		1.03%			.99%			1.02%	^(c)		1.07%	^(c)

Net investment income (loss)		.35%		.64%		.81%			1.03%			.83%	^(c)		1.27%	^(c)

Supplemental data
Net assets, end of period (in millions)		$80		$2,023		$842			$786			$397			$232

Portfolio turnover rate		32%		21%		18%			12%			3%			3%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(f)		For the period from May 1, 2006 (when shares became available) to Aug. 31, 2006.


^(g)		Rounds to less than $0.01 per share.


^(h)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.

184p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Goldman Sachs Mid Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.44

Income from investment operations:
Net investment income (loss)		.06
Net gains (losses) (both realized and unrealized)		.68

Total from investment operations		.74

Net asset value, end of period		$11.18

Total return		7.09%

Ratios to average net assets ^(b)
Total expenses		.92%	^(c)

Net investment income (loss)		.92%	^(c)

Supplemental data
Net assets, end of period (in millions)		$887

Portfolio turnover rate		85%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.44

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		.66

Total from investment operations		.73

Net asset value, end of period		$11.17

Total return		6.99%

Ratios to average net assets ^(b)
Total expenses		1.19%	^(c)

Net investment income (loss)		.98%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		85%

See accompanying Notes to Financial Highlights.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 185p

VP — Goldman Sachs Mid Cap Value Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$9.17		$6.72		$10.69			$11.37			$11.72			$11.45

Income from investment operations:
Net investment income (loss)		.06		.10		.16			.11			.04			.25
Net gains (losses) (both realized and unrealized)		1.95		2.35		(4.05	)		.59			.79			.44

Total from investment operations		2.01		2.45		(3.89	)		.70			.83			.69

Less distributions:
Dividends from net investment income		—		—		—			(.13	)		(.03	)		(.25	)
Distributions from realized gains		—		—		(.08	)		(1.25	)		(1.15	)		(.17	)

Total distributions		—		—		(.08	)		(1.38	)		(1.18	)		(.42	)

Net asset value, end of period		$11.18		$9.17		$6.72			$10.69			$11.37			$11.72

Total return		21.87%		36.47%		(36.58%	)		6.03%			7.13%			6.17%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.14%		1.56%		4.35%			2.09%			1.22%	^(c)		1.19%

Net expenses after expense waiver/reimbursement ^(f)		1.05%		1.17%		1.14%			1.05%			1.09%	^(c)		1.08%

Net investment income (loss)		.64%		1.36%		1.57%			.88%			.95%	^(c)		2.19%

Supplemental data
Net assets, end of period (in millions)		$16		$14		$12			$27			$28			$27

Portfolio turnover rate		85%		99%		96%			93%			112%			35%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.


^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.

186p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Partners Small Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$14.34

Income from investment operations:
Net investment income (loss)		.05
Net gains (losses) (both realized and unrealized)		.89

Total from investment operations		.94

Net asset value, end of period		$15.28

Total return		6.56%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.11%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		1.09%	^(c)

Net investment income (loss)		.56%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,169

Portfolio turnover rate		57%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$14.34

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		.88

Total from investment operations		.91

Net asset value, end of period		$15.25

Total return		6.35%

Ratios to average net assets ^(b)
Total expenses		1.31%	^(c)

Net investment income (loss)		.33%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		57%

See accompanying Notes to Financial Highlights.

COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 187p

VP — Partners Small Cap Value Fund (continued)


														Year ended
Class 3 ^(e)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$12.26		$8.98		$13.63			$14.89			$15.06			$14.46

Income from investment operations:
Net investment income (loss)		.02		.04		.08			.11			.02			.06
Net gains (losses) (both realized and unrealized)		2.98		3.24		(4.26	)		(.81	)		1.46			1.61

Total from investment operations		3.00		3.28		(4.18	)		(.70	)		1.48			1.67

Less distributions:
Dividends from net investment income		—		—		(.01	)		(.12	)		(.02	)		(.06	)
Distributions from realized gains		—		—		(.46	)		(.44	)		(1.63	)		(1.01	)

Total distributions		—		—		(.47	)		(.56	)		(1.65	)		(1.07	)

Net asset value, end of period		$15.26		$12.26		$8.98			$13.63			$14.89			$15.06

Total return		24.43%		36.55%		(31.57%	)		(4.90%	)		9.99%			12.28%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.22%		1.27%		1.27%			1.28%			1.32%	^(c)		1.28%

Net expenses after expense waiver/reimbursement ^(d)		1.22%		1.26%		1.22%			1.23%			1.26%	^(c)		1.24%

Net investment income (loss)		.14%		.43%		.84%			.73%			.48%	^(c)		.41%

Supplemental data
Net assets, end of period (in millions)		$284		$1,322		$916			$1,024			$619			$549

Portfolio turnover rate		57%		58%		76%			58%			23%			102%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.


^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.


^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.


^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

188p COLUMBIA VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

COLUMBIA VARIABLE PORTFOLIO FUNDS

P.O. Box 8081

Boston, MA 02266-8081

Additional information about the Funds and their investments is available in the Funds’ SAI, annual and semiannual reports. In the Funds’ annual report you will find a discussion of the market conditions and investment strategies that significantly affected the Funds’ performance during their last fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report or to request other information about the Funds or to make a shareholder inquiry, contact your financial intermediary or the Funds at 800.345.6611 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 columbiamanagement.com.

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 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-6466-99 AF (4/11)

Prospectus

Variable Portfolio Funds

 

Prospectus April 29, 2011

Columbia Variable Portfolio – Limited Duration Credit Fund
(prior to May 2, 2011, known as RiverSource Variable Portfolio – Limited Duration Bond Fund)

Variable Portfolio – AllianceBernstein International Value Fund

Variable Portfolio – American Century Diversified Bond Fund

Variable Portfolio – American Century Growth Fund

Variable Portfolio – Columbia Wanger International Equities Fund

Variable Portfolio – Columbia Wanger U.S. Equities Fund

Variable Portfolio – Eaton Vance Floating-Rate Income 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 – Nuveen Winslow Large Cap Growth Fund
(formerly known as Variable Portfolio – UBS Large Cap Growth Fund)

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – PIMCO Mortgage-Backed Securities Fund

Variable Portfolio – Pyramis ^® International Equity Fund

Variable Portfolio – Wells Fargo Short Duration Government Fund

Each above-named Columbia Variable Portfolio and Variable Portfolio Fund (each a “VP Fund” or a “Fund” and together the “VP Funds” or the “Funds”) 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 Columbia Management Investment Distributors, Inc. (the distributor). There are no exchange ticker symbols associated with shares of the funds.

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

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.

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 n May Lose Value n 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 and Fund Management, Buying and Selling Shares, Tax Information and Financial Intermediary Compensation.


Columbia VP — Limited Duration Credit Fund		3p
VP — AllianceBernstein International Value Fund		6p
VP — American Century Diversified Bond Fund		9p
VP — American Century Growth Fund		12p
VP — Columbia Wanger International Equities Fund		14p
VP — Columbia Wanger U.S. Equities Fund		16p
VP — Eaton Vance Floating-Rate Income Fund		18p
VP — Invesco International Growth Fund		21p
VP — J.P. Morgan Core Bond Fund		24p
VP — Jennison Mid Cap Growth Fund		26p
VP — MFS Value Fund		28p
VP — Marsico Growth Fund		30p
VP — Mondrian International Small Cap Fund		32p
VP — Morgan Stanley Global Real Estate Fund		35p
VP — NFJ Dividend Value Fund		38p
VP — Nuveen Winslow Large Cap Growth Fund		40p
VP — Partners Small Cap Growth Fund		42p
VP — PIMCO Mortgage-Backed Securities Fund		45p
VP — Pyramis ^® International Equity Fund		48p
VP — Wells Fargo Short Duration Government Fund		50p

MORE INFORMATION ABOUT THE FUNDS

Investment Objectives, Principal Investment Strategies of the Fund, Principal Risks of Investing in the Fund, and Portfolio Management


Columbia VP — Limited Duration Credit Fund		53p
VP — AllianceBernstein International Value Fund		55p
VP — American Century Diversified Bond Fund		57p
VP — American Century Growth Fund		59p
VP — Columbia Wanger International Equities Fund		61p
VP — Columbia Wanger U.S. Equities Fund		63p
VP — Eaton Vance Floating-Rate Income Fund		65p
VP — Invesco International Growth Fund		67p
VP — J.P. Morgan Core Bond Fund		69p
VP — Jennison Mid Cap Growth Fund		71p
VP — MFS Value Fund		73p
VP — Marsico Growth Fund		75p
VP — Mondrian International Small Cap Fund		77p
VP — Morgan Stanley Global Real Estate Fund		79p
VP — NFJ Dividend Value Fund		81p
VP — Nuveen Winslow Large Cap Growth Fund		83p
VP — Partners Small Cap Growth Fund		85p
VP — PIMCO Mortgage-Backed Securities Fund		89p
VP — Pyramis ^® International Equity Fund		91p
VP — Wells Fargo Short Duration Government Fund		92p
Descriptions of the Principal Risks of Investing in the Funds		94p
More about Annual Fund Operating Expenses		106p
Other Investment Strategies and Risks		106p
Fund Management and Compensation		108p
Buying and Selling Shares		109p
Description of the Share Classes		109p
Buying, Selling and Transferring Shares		110p
Distributions and Taxes		114p
Additional Services and Compensation		114p
Additional Management Information		115p
Potential Conflicts of Interest		115p
Financial Highlights		116p

2p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

References to “Fund” throughout this prospectus refer to the VP Funds named on the front cover of this prospectus singularly or collectively as the context requires. Each Fund is a series of Columbia Funds Variable Series Trust II (the Trust) (formerly known as RiverSource Variable Series 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 Columbia VP — Limited Duration Credit Fund

(prior to May 2, 2011, known as 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

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		0	.14%		0	.14%
Total annual fund operating expenses		0	.61%		0	.86%
Less: Fee waiver/expense reimbursement ^(a)		(0	.07%)		(0	.07%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.54%		0	.79%


^(a)		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, 2012, 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


	1 year		3 years		5 years		10 years
Class 1	$	55	$	188	$	334	$	759
Class 2	$	81	$	268	$	471	$	1,059

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 credit-related bonds and other debt securities. The Fund will primarily invest in debt securities with short- and intermediate-term maturities. The Fund will primarily invest in credit-related bonds, such as corporate bonds and agency, sovereign, supranational and local authority bonds. 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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 3p

Columbia VP — Limited Duration Credit 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:

Active Management Risk. 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 may or 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. Lower quality or unrated securities held by the Fund may present increased credit risk.

High-Yield Securities Risk. The Fund’s investment in below-investment grade fixed-income securities (i.e., high-yield or junk bonds) exposes the Fund to a greater risk of loss of principal and income than a fund that invests solely or primarily in investment grade fixed-income securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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

4p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Columbia VP — Limited Duration Credit Fund

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, 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

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. 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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 5p

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		0	.19%		0	.19%
Total annual fund operating expenses		1	.04%		1	.29%
Less: Fee waiver/expense reimbursement ^(a)		(0	.11%)		(0	.11%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.93%		1	.18%


^(a)		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, 2012, 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 0.93% for Class 1 and 1.18% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	95	$	320	$	564	$	1,266
Class 2	$	120	$	398	$	698	$	1,552

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.

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.

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

6p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — AllianceBernstein International Value Fund

Derivatives Risk — Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts, which are types of derivative contracts, to buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future for a specific exchange rate on a given date. Currency contracts may fall in value due to foreign currency value fluctuations. The Fund may enter into forward foreign currency contracts for investment purposes, for risk management (hedging) purposes, and to increase investment flexibility. The Fund’s investment or hedging strategies may be unable to achieve their objectives.

Derivatives Risk — Futures Contracts. The Fund may enter into futures contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.

Foreign Currency Risk. The performance of the Fund may be materially affected positively or negatively by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund invests a significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities 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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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: Columbia Management Investment Advisers, LLC

Subadviser: AllianceBernstein L.P.


Portfolio Manager	Title	Managed Fund Since
Sharon E. Fay, CFA	Executive Vice President, Head of Equities and CIO Global Value Equities	May 2010
Kevin F. Simms	Co-CIO International Value Equities; Director of Research Global Value Equities	May 2010
Henry S. D’Auria, CFA	CIO Emerging Markets Value Equities and Co-CIO International Value Equities	May 2010
Eric J. Franco, CFA	Senior Portfolio Manager	May 2010

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 7p

VP — AllianceBernstein International Value Fund

BUYING AND SELLING SHARES

TAX INFORMATION

FINANCIAL INTERMEDIARY COMPENSATION

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

8p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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		0.15%		0.15%
Total annual fund operating expenses		0.62%		0.87%

Example


	1 year		3 years		5 years		10 years
Class 1	$	63	$	199	$	346	$	778
Class 2	$	89	$	278	$	483	$	1,077

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

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.

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

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 9p

VP — American Century Diversified Bond Fund

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 may or will default or otherwise become unable or unwilling to honor its financial obligations. Lower quality or unrated securities held by the Fund may present increased credit risk.

High-Yield Securities Risk. The Fund’s investment in below-investment grade fixed-income securities (i.e., high-yield or junk bonds) exposes the Fund to a greater risk of loss of principal and income than a fund which invests solely or primarily in investment grade fixed-income securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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 Intermediate Investment Grade Debt Funds Index.

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: American Century Investment Management, Inc.


Portfolio Manager	Title	Managed Fund Since
Robert V. Gahagan	Senior Vice President and Senior Portfolio Manager	May 2010
Alejandro H. Aguilar, CFA	Vice President and Senior Portfolio Manager	May 2010
Jeffrey L. Houston, CFA	Vice President and Senior Portfolio Manager	May 2010
Brian Howell	Vice President and Senior Portfolio Manager	May 2010
G. David MacEwen	CIO — Fixed Income and Portfolio Manager	May 2010

BUYING AND SELLING SHARES

10p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — American Century Diversified Bond Fund

TAX INFORMATION

FINANCIAL INTERMEDIARY COMPENSATION

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 11p

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		0	.14%		0	.14%
Total annual fund operating expenses		0	.78%		1	.03%
Less: Fee waiver/expense reimbursement ^(a)		(0	.08%)		(0	.08%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.70%		0	.95%


^(a)		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, 2012, 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		5 years		10 years

Class 1	$	74	$	243	$	428	$	964
Class 2	$	99	$	322	$	564	$	1,259

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.

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

12p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — American Century Growth Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: American Century Investment Management, Inc.


Portfolio Manager	Title	Managed Fund Since
Gregory J. Woodhams, CFA	CIO — U.S. Growth Equity — Large Cap, Senior Vice President and Senior Portfolio Manager	May 2010
E. A. Prescott LeGard, CFA	Vice President and Senior 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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 13p

Summary of VP — Columbia Wanger International Equities 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	.94%		0	.94%
Distribution and/or service (12b-1) fees		0	.00%		0	.25%
Other expenses		0	.39%		0	.39%
Total annual fund operating expenses		1	.33%		1	.58%
Less: Fee waiver/expense reimbursement ^(a)		(0	.32%)		(0	.32%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		1	.01%		1	.26%


^(a)		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, 2012, 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 1.01% for Class 1 and 1.26% for Class 2.

Example


	1 year		3 years		5 years		10 years

Class 1	$	103	$	390	$	699	$	1,579
Class 2	$	128	$	468	$	831	$	1,857

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) will be invested in equity securities.

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) and 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.

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:

14p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Columbia Wanger International Equities Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

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

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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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: Columbia Management Investment Advisers, LLC

Subadviser: Columbia Wanger Asset Management 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

TAX INFORMATION

FINANCIAL INTERMEDIARY COMPENSATION

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 15p

Summary of VP — Columbia Wanger U.S. Equities 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		0	.18%		0	.18%
Total annual fund operating expenses		1	.06%		1	.31%
Less: Fee waiver/expense reimbursement ^(a)		(0	.09%)		(0	.09%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.97%		1	.22%


^(a)		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, 2012, 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		5 years		10 years

Class 1	$	99	$	329	$	577	$	1,291
Class 2	$	124	$	407	$	711	$	1,576

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.

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.

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:

16p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Columbia Wanger U.S. Equities Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

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

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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Columbia Wanger Asset Management 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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 17p

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		0	.19%		0	.19%
Total annual fund operating expenses		0	.82%		1	.07%
Less: Fee waiver/expense reimbursement ^(a)		(0	.09%)		(0	.09%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.73%		0	.98%


^(a)		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, 2012, 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 0.73% for Class 1 and 0.98% for Class 2.

Example


	1 year		3 years		5 years		10 years

Class 1	$	75	$	253	$	447	$	1,009
Class 2	$	100	$	332	$	582	$	1,302

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 secured and unsecured subordinated loans (Junior Loans), or other floating rate debt securities, fixed income debt securities and money market instruments. Money market holdings with a remaining maturity of less than 60 days will be deemed floating rate assets. Up to 25% of the Fund’s net assets may be invested in foreign investments.

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 other securities may fluctuate, sometimes rapidly and unpredictably.

18p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Eaton Vance Floating-Rate Income Fund

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 may or will default or otherwise become unable or unwilling to honor its financial obligations, including as a result of bankruptcy. 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 adverse to the holders of the loan. A default or expected default of a loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it. Lower quality or unrated loans or securities held by the Fund may present increased credit risk.

High-Yield Securities Risk. The Fund’s investment in below-investment grade loans or other fixed-income securities (i.e., high-yield or junk) exposes the Fund to a greater risk of loss of principal and income than a fund that invests solely or primarily in investment grade loans or other similar rated debt securities. High yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

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

Counterparty Risk. Counterparty credit risk is the risk that a Fund’s counterparty becomes bankrupt or otherwise fails to perform its obligations and the Fund may obtain no or only limited recovery of its investments, and any recovery may be delayed.

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, 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. 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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 19p

VP — Eaton Vance Floating-Rate Income Fund

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

When available the Fund intends to compare its performance to the performance of the S&P/LSTA Leveraged Loan Index.

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, 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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

20p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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		0	.19%		0	.19%
Total annual fund operating expenses		1	.03%		1	.28%
Less: Fee waiver/expense reimbursement ^(a)		(0	.08%)		(0	.08%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.95%		1	.20%


^(a)		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, 2012, 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 0.95% for Class 1 and 1.20% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	97	$	320	$	562	$	1,257
Class 2	$	122	$	398	$	696	$	1,543

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.

The Fund may use forward foreign currency contracts in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility. The Fund may also hold warrants in connection with the acquisition of securities.

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

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 21p

VP — Invesco International Growth Fund

Derivatives Risk — Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts, which are types of derivative contracts, whereby the Fund may buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future for a specific exchange rate on a given date. These contracts, however, may fall in value due to foreign market downswings or foreign currency value fluctuations. The Fund may enter into forward foreign currency contracts for risk management (hedging) or investment purposes. The Fund’s hedging strategy may be unable to achieve its objectives and may limit any potential gain that might result from an increase in the value of the currency. Unanticipated changes in the currency markets could result in reduced performance for the Fund. Cash or securities designated in an amount equal to the value of the Fund’s forward foreign currency contracts may limit the Fund’s investment flexibility. The Fund may incur a loss when engaging in offsetting transactions at, or prior to, maturity of a forward foreign currency contract. The Fund may also incur currency conversion costs when converting foreign currencies into U.S. dollars.

Derivatives 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. Warrants may be subject to the risk that the securities could lose value. There also is the risk that the potential exercise price may exceed the market price of the warrants or rights.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities 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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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.

22p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Invesco International Growth Fund

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Invesco Advisers, Inc.


Portfolio Manager	Title	Managed Fund Since
Clas Olsson	Portfolio Manager (lead)	May 2010
Barrett Sides	Portfolio Manager (lead)	May 2010
Shuxin Cao, CFA	Portfolio Manager	May 2010
Matthew Dennis, CFA	Portfolio Manager	May 2010
Jason Holzer, CFA	Portfolio Manager	May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

FINANCIAL INTERMEDIARY COMPENSATION

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 23p

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		0.15%		0.15%
Total annual fund operating expenses		0.62%		0.87%

Example


	1 year		3 years		5 years		10 years
Class 1	$	63	$	199	$	346	$	778
Class 2	$	89	$	278	$	483	$	1,077

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.

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. 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 may or will default or otherwise become unable or unwilling to honor its financial obligations. Lower quality or unrated securities held by the Fund may present increased credit risk.

High-Yield Securities Risk. The Fund’s investment in below-investment grade fixed-income securities (i.e., high-yield or junk bonds) exposes the Fund to a greater risk of loss of principal and income than a fund that invests solely or primarily in investment grade fixed-income securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

24p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — J.P. Morgan Core Bond Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, 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

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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 25p

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		0	.15%		0	.15%
Total annual fund operating expenses		0	.90%		1	.15%
Less: Fee waiver/expense reimbursement ^(a)		(0	.07%)		(0	.07%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.83%		1	.08%


^(a)		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, 2012, 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 0.83% for Class 1 and 1.08% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	85	$	280	$	492	$	1,106
Class 2	$	110	$	359	$	627	$	1,396

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 ^® Growth Index. The market capitalization range of the companies included in the Index was $671.1 million to $24.89 billion as of March 31, 2011. 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.

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 securities may decline, which would negatively affect the Fund’s performance.

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

26p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Jennison Mid Cap Growth Fund

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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

When available the Fund intends to compare its performance to the performance of the Russell Midcap ^® 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: Columbia Management Investment Advisers, 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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 27p

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		0	.14%		0	.14%
Total annual fund operating expenses		0	.78%		1	.03%
Less: Fee waiver/expense reimbursement ^(a)		(0	.06%)		(0	.06%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.72%		0	.97%


^(a)		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, 2012, 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 0.72% for Class 1 and 0.97% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	74	$	243	$	428	$	964
Class 2	$	99	$	322	$	564	$	1,259

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.

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 be 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.

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 securities may decline, which would negatively affect the Fund’s performance.

28p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — MFS Value Fund

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

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Massachusetts Financial Services Company


Portfolio Manager	Title	Managed Fund Since
Nevin P. Chitkara	Investment Officer and Portfolio Manager	May 2010
Steven R. Gorham	Investment Officer 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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 29p

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		0	.14%		0	.14%
Total annual fund operating expenses		0	.78%		1	.03%
Less: Fee waiver/expense reimbursement ^(a)		(0	.06%)		(0	.06%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.72%		0	.97%


^(a)		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, 2012, 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 0.72% for Class 1 and 0.97% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	74	$	243	$	428	$	964
Class 2	$	99	$	322	$	564	$	1,259

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.

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. 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 securities may decline, which would negatively affect the Fund’s performance.

30p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Marsico Growth Fund

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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: Columbia Management Investment Advisers, LLC

Subadviser: Marsico Capital Management, LLC


Portfolio Manager	Title	Managed Fund Since
Thomas F. Marsico	Portfolio Manager	May 2010
A. Douglas Rao	Senior Analyst and Portfolio Manager	May 2010
Coralie Witter, CFA	Senior Analyst and Portfolio Manager	Nov. 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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 31p

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		0	.25%		0	.25%
Total annual fund operating expenses		1	.20%		1	.45%
Less: Fee waiver/expense reimbursement ^(a)		(0	.04%)		(0	.04%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		1	.16%		1	.41%


^(a)		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, 2012, 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 1.16% for Class 1 and 1.41% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	118	$	377	$	657	$	1,456
Class 2	$	144	$	455	$	789	$	1,737

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 $48.9 million to $6.03 billion as of March 31, 2011. The market capitalization range and composition of the Index is subject to change.

The Fund may use forward foreign currency 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.

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:

32p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Mondrian International Small Cap Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

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

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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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: Columbia Management Investment Advisers, LLC

Subadviser: Mondrian Investment Partners Limited


Portfolio Manager	Title	Managed Fund Since
Dr. Ormala Krishnan	Senior Portfolio Manager	May 2010

BUYING AND SELLING SHARES

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 33p

VP — Mondrian International Small Cap Fund

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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

34p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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		0	.25%		0	.25%
Total annual fund operating expenses		1	.10%		1	.35%
Less: Fee waiver/expense reimbursement ^(a)		(0	.21%)		(0	.21%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.89%		1	.14%


^(a)		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, 2012, 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 0.89% for Class 1 and 1.14% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	91	$	329	$	587	$	1,326
Class 2	$	116	$	407	$	720	$	1,611

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

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 Fund may reduce this 40% minimum investment amount to 30% if the portfolio managers 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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 35p

VP — Morgan Stanley Global Real Estate 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:

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

Non-Diversification Risk. The Fund is non-diversified. A non-diversified fund may invest more of its assets in fewer issuers 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.

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.

Real Estate Industry Risk. Because of the Fund’s ability to invest in REITs, REOCs and foreign real estate investment companies, the Fund is 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.

REITs and similar non-U.S. entities 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.

Sector Risk. If a fund emphasizes one or more economic sectors, it may be more susceptible to the financial, market or economic conditions or events affecting the particular issuers, sectors or industries in which it invests than funds that do not so emphasize. 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 has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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.

36p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Morgan Stanley Global Real Estate Fund

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Morgan Stanley Investment Management Inc.
Morgan Stanley Investment Management Limited
Morgan Stanley Investment Management Company


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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 37p

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		0	.14%		0	.14%
Total annual fund operating expenses		0	.78%		1	.03%
Less: Fee waiver/expense reimbursement ^(a)		(0	.02%)		(0	.02%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.76%		1	.01%


^(a)		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, 2012, 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 0.76% for Class 1 and 1.01% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	78	$	247	$	432	$	968
Class 2	$	103	$	326	$	568	$	1,262

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.

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:

38p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — NFJ Dividend Value Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

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

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 has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, 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
L. Baxter Hines	Vice President, Portfolio Manager/Analyst	January 2011
Jeff N. Reed, CFA	Vice President, Portfolio Manager/Analyst	January 2011
Jonathon B. Miller	Portfolio Manager/Analyst	January 2011

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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 39p

Summary of VP — Nuveen Winslow 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	.65%		0	.65%
Distribution and/or service (12b-1) fees		0	.00%		0	.25%
Other expenses		0	.15%		0	.15%
Total annual fund operating expenses		0	.80%		1	.05%
Less: Fee waiver/expense reimbursement ^(a)		(0	.06%)		(0	.06%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.74%		0	.99%


^(a)		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, 2012, 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 0.74% for Class 1 and 0.99% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	76	$	250	$	439	$	988
Class 2	$	101	$	328	$	574	$	1,282

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 U.S. companies with a market capitalization in excess of $4 billion at the time of purchase. The Fund may invest up to 20% of its net assets in non-U.S. equity securities.

The portfolio managers’ fundamental, bottom-up investment process centers on identifying growth companies. 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.

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

40p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Nuveen Winslow Large Cap Growth Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Subadviser: Winslow Capital Management, Inc.


Portfolio Manager	Title	Managed Fund Since
Clark J. Winslow	CEO, CIO	November 2010
Justin H. Kelly, CFA	Senior Managing Director	November 2010
R. Bart Wear, CFA	Senior Managing Director	November 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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 41p

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	.88%		0	.88%
Distribution and/or service (12b-1) fees		0	.00%		0	.25%
Other expenses		0	.20%		0	.20%
Total annual fund operating expenses		1	.08%		1	.33%
Less: Fee waiver/expense reimbursement ^(a)		(0	.02%)		(0	.02%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		1	.06%		1	.31%


^(a)		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, 2012, 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 1.06% for Class 1 and 1.31% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	108	$	342	$	594	$	1,320
Class 2	$	133	$	420	$	728	$	1,605

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 ^® Growth Index. The market capitalization range of the companies included in the Russell 2000 ^® Growth Index was $7.7 million to $5.68 billion as of March 31, 2011. Up to 25% of the Fund’s net assets may be invested in foreign investments.

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 securities may decline, which would negatively affect the Fund’s performance.

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

42p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Partners Small Cap Growth Fund

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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

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


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
J. Brian Campbell, CFA	Portfolio Manager	Sept. 2010
WellsCap
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

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 43p

VP — Partners Small Cap Growth Fund

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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

44p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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		0	.19%		0	.19%
Total annual fund operating expenses		0	.67%		0	.92%
Less: Fee waiver/expense reimbursement ^(a)		(0	.11%)		(0	.11%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.56%		0	.81%


^(a)		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, 2012, 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 0.56% for Class 1 and 0.81% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	57	$	204	$	363	$	828
Class 2	$	83	$	283	$	499	$	1,126

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.

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.

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:

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 45p

VP — PIMCO Mortgage-Backed Securities Fund

Active Management Risk. 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 may or will default or otherwise become unable or unwilling to honor its financial obligations. Lower quality or unrated securities held by the Fund may present increased credit risk. Investments in emerging markets debt obligations are subject to increased credit risk.

High-Yield Securities Risk. The Fund’s investment in below-investment grade fixed-income securities (i.e., high-yield or junk bonds) exposes the Fund to a greater risk of loss of principal and income than a fund that invests solely or primarily in investment grade fixed-income securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

Derivatives Risk — Forward Contracts. The Fund may enter into forward contracts (or forwards) for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A forward is a contract between two parties to buy or sell an asset at a specified future time at a price agreed today. Forwards are traded in the over-the-counter markets. The Fund may purchase forward contracts, including those on mortgage-backed securities in the “to be announced” (TBA) market. In the TBA market, the seller agrees to deliver the mortgage backed securities for an agreed upon price on an agreed upon date, but makes no guarantee as to which or how many securities are to be delivered. Investments in forward contracts subject the Fund to Counterparty Risk. For a description of the risks associated with mortgage-backed securities, see “Mortgage-Related and Other Asset-Backed Risks” below.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities 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 other instruments or techniques. The use of leverage creates greater likelihood of higher volatility of the Fund’s return and its net asset value. Changes in the value of the Fund’s portfolio securities will have a disproportionate effect on the net asset value per share when leverage is used. There is no guarantee that a leveraging strategy will be successful.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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.

46p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — PIMCO Mortgage-Backed Securities Fund

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, 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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 47p

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		0	.20%		0	.20%
Total annual fund operating expenses		1	.05%		1	.30%
Less: Fee waiver/expense reimbursement ^(a)		(0	.10%)		(0	.10%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.95%		1	.20%


^(a)		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, 2012, 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 0.95% for Class 1 and 1.20% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	97	$	324	$	571	$	1,278
Class 2	$	122	$	403	$	704	$	1,564

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES 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:

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

48p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Pyramis ^® International Equity Fund

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities 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.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, 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

FINANCIAL INTERMEDIARY COMPENSATION

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 49p

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	.48%		0	.48%
Distribution and/or service (12b-1) fees		0	.00%		0	.25%
Other expenses		0	.15%		0	.15%
Total annual fund operating expenses		0	.63%		0	.88%
Less: Fee waiver/expense reimbursement ^(a)		(0	.05%)		(0	.05%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0	.58%		0	.83%


^(a)		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, 2012, 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 0.58% for Class 1 and 0.83% for Class 2.

Example


	1 year		3 years		5 years		10 years
Class 1	$	59	$	197	$	347	$	785
Class 2	$	85	$	276	$	484	$	1,084

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.

In pursuit of the Fund’s objective, the Fund’s subadviser 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 the subadviser to be of comparable quality. 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 AA- or Aa3, 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.

50p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Wells Fargo Short Duration Government 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:

Active Management Risk. 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 may or will default or otherwise become unable or unwilling to honor its financial obligations. Lower quality or unrated securities held by the Fund may present increased credit risk.

PAST PERFORMANCE

The Fund has not been in existence for one full calendar year as of the date of this prospectus and therefore performance information is not shown.

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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 51p

VP — Wells Fargo Short Duration Government Fund

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, 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

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.

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

If you make allocations to the Fund, the Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the allocation (sale) of Fund shares and related services in connection with such allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company, or other financial intermediary or your salesperson to recommend an allocation to the Fund over another fund or other investment option. Ask your financial adviser or visit your financial intermediary’s web site for more information.

52p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

More Information About the Funds

Columbia VP — Limited Duration Credit 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

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in credit-related bonds and other debt securities. The Fund will primarily invest in debt securities with short- and intermediate-term maturities. The Fund will primarily invest in credit-related bonds, such as corporate bondsand agency, sovereign, supranational and local authority bonds. 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. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

In pursuit of the Fund’s objective, Columbia Management Investment Advisers, LLC (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, 2011, was 2.79 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 five-year duration means a bond is expected to decrease in value by 5% if interest rates rise 1% and increase in value by 5% 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

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Credit Risk


•	High-Yield Securities Risk


•	Risks of Foreign Investing


•	Interest Rate Risk


•	Liquidity Risk


•	Market Risk


•	Prepayment and Extension Risk


•	Mortgage-Related and Other Asset-Backed Risk


•	Sovereign Debt Risk

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 53p

VP — Limited Duration Credit Fund

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 the investment manager 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 the investment manager 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.”

54p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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 — Forward Foreign Currency Contracts


•	Derivatives Risk — Futures Contracts


•	Foreign Currency Risk


•	Risks of Foreign/Emerging Markets Investing


•	Issuer Risk


•	Market 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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 55p

VP — AllianceBernstein International Value Fund


•	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).

•	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.”

56p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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 increased 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.

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 derivatives such as forward foreign currency contracts in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk

•	Credit Risk


•	High-Yield Securities Risk


•	Interest Rate Risk

•	Issuer Risk

•	Liquidity Risk

•	Market Risk

•	Prepayment and Extension Risk

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 57p

VP — American Century Diversified Bond Fund

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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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 Vice President and 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, Vice President and Senior 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, Vice President and Senior 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, Vice President and Senior 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.”

58p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — American Century Growth Fund

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES 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


•	Active Management Risk


•	Issuer Risk


•	Market Risk

PORTFOLIO MANAGEMENT

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, Senior Vice President 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

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 59p

VP — American Century Growth Fund

E. A. Prescott LeGard, CFA, Vice President and Senior 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.”

60p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Columbia Wanger International Equities 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) will be invested in equity securities.

Columbia Management Investment Advisers, LLC (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 LLC (CWAM), a wholly-owned subsidiary of the investment manager, 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


•	Risks of Foreign/Emerging Markets Investing


•	Issuer Risk

•	Active Management Risk

•	Market Risk

•	Small and Mid-Sized Company Risk

PORTFOLIO MANAGEMENT

Subadviser. CWAM, a wholly-owned subsidiary of the investment manager, 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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 61p

VP — Columbia Wanger International Equities Fund

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.”

62p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Columbia Wanger U.S. Equities 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.

Under normal circumstances, the Fund invests a majority of its net assets in small- and mid-sized companies. Small- and midsized 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.

Columbia Management Investment Advisers, LLC (the 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 LLC (CWAM), a whollyowned subsidiary of the investment manager, 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:


•	Issuer Risk

•	Active Management Risk

•	Market Risk

•	Small and Mid-Sized Company Risk

PORTFOLIO MANAGEMENT

Subadviser: CWAM, a wholly-owned subsidiary of the investment manager, 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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 63p

VP — Columbia Wanger U.S. Equities Fund


•	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.”

64p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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 secured and unsecured subordinated loans (Junior Loans), or other floating rate debt securities, fixed income debt securities and money market instruments. Money market holdings with a remaining maturity of less than 60 days will be deemed floating rate assets. 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 managing the Fund, Eaton Vance seeks to invest in a portfolio of loans that it believes will be less volatile over time than the general loan market. Preservation of capital is considered when consistent with the Fund’s objective. The Eaton Vance staff monitors the credit quality of loans held and other loans available to the Fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Market Risk

•	Credit Risk


•	High-Yield Securities Risk


•	Liquidity Risk

•	Active Management Risk


•	Counterparty Credit Risk


•	Highly Leveraged Transactions Risk

•	Impairment of Collateral Risk

•	Interest Rate Risk

•	Prepayment and Extension Risk

•	Risks of Foreign Investing

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 65p

VP — Eaton Vance Floating-Rate Income Fund

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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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.”

66p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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.

The Fund may use forward foreign currency contracts in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and flexibility. The Fund may also hold warrants in connection with the acquisition of securities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Derivatives Risk — Forward Foreign Currency Contracts


•	Derivatives Risk — Warrants


•	Risks of Foreign/Emerging Markets 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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. Clas Olsson leads a team of portfolio managers who are responsible for the day-to-day management of the Fund. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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

Clas Olsson, Lead 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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 67p

VP — Invesco International Growth Fund


•	Began investment career in 1994.

•	BA in business administration, University of Texas.

Barrett Sides, Lead 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, 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, 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.”

68p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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


•	High-Yield Securities Risk


•	Interest Rate Risk

•	Issuer Risk

•	Liquidity Risk

•	Market Risk

•	Prepayment and Extension Risk


•	Mortgage-Related and Other Asset-Backed Risk

PORTFOLIO MANAGEMENT

Subadviser: JPMIM, which began serving as Subadviser to the Fund in May 2010, is located at 270 Park Avenue, New York, New York 10017. JPMIM, subject to the supervision of Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 69p

VP — J.P. Morgan Core Bond Fund

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.”

70p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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 ^® Growth Index (the Index). The market capitalization range of the companies included in the Index was $671.1 million to $24.89 billion as of March 31, 2011. 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 underappreciates 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

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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 71p

VP — Jennison Mid Cap Growth Fund

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.”

72p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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 to buying and selling investments for the Fund. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their current financial condition and market, economic, political and regulatory conditions. Factors considered may include analysis of an issuer’s 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 organization). Net assets under the management of the MFS organization were approximately $219 billion as of December 31, 2010. MFS, subject to the supervision of Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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

Nevin P. Chitkara, Investment Officer and 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

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 73p

VP — MFS Value Fund

Steven R. Gorham, Investment Officer and 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.”

74p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Marsico Growth Fund

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

In selecting investments for the Fund, Marsico uses an approach that combines “top-down” macro-economic analysis with “bottom-up” security selection. The “top-down” approach may take into consideration macro-economic factors such as, without limitation, interest rates, inflation, monetary policy, demographics, the regulatory environment, and the global competitive landscape. Through this “top-down” analysis, Marsico seeks to identify sectors, industries and companies that may benefit from the overall trends Marsico has observed.

Marsico then looks for individual companies or securities (including, without limitation, equity securities and fixed or variable income securities) that are expected to offer 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 may focus on any of a number of different attributes that may include, without limitation, the company’s specific market expertise or dominance; its franchise durability and pricing power; solid 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; reasonable valuations in the context of projected growth rates; current income; and other indications that a company or security may be an attractive investment prospect. This process is called “bottom-up” security selection.

As part of this fundamental, “bottom-up” research, Marsico may visit with various levels of a company’s management and conduct other research to gain thorough knowledge of the company. Marsico also may prepare detailed earnings and cash flow models of companies. These models may assist Marsico 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.

The core investments of the Fund (i.e., the primary investments held by the Fund over time) generally may include established companies and securities that are believed to offer long-term growth potential. However, the Fund’s portfolio also may typically include securities of less mature companies, securities with more aggressive growth characteristics, and securities of companies undergoing significant positive developments, such as the introduction of a new product line, the appointment of a new management team, or an acquisition.

Marsico may reduce or sell the Fund’s investments in portfolio securities if, in the opinion of Marsico, a security’s fundamentals change substantially, its price appreciation leads to substantial overvaluation in relation to Marsico’s estimates of future earnings and cash flow growth, or for other reasons.

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

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 75p

VP — Marsico Growth Fund

PORTFOLIO MANAGEMENT

Subadviser: Marsico, which began serving as Subadviser to the Fund in May 2010, is located at 1200 17th Street, Suite 1600, Denver, CO 80202. Marsico, subject to the supervision of Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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

Thomas F. Marsico, Portfolio Manager


•	Managed the Fund since 2010


•	Chief Executive Officer and Chief Investment Officer of Marsico


•	Founded Marsico in 1997


•	Over 30 years of experience in the investment management field as a securities analyst and portfolio manager


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

A. Douglas Rao, Senior Analyst and Portfolio Manager


•	Co-managed the Fund since 2010


•	Joined Marsico in 2005


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


•	Over 10 years of experience as a securities analyst


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

Coralie Witter, CFA, Senior Analyst and Portfolio Manager


•	Co-managed the Fund since November 2010


•	Joined Marsico in 2004


•	Prior to joining Marsico, Ms. Witter spent six years with Goldman, Sachs & Co., where she was a Vice President in Equity Research


•	Over 15 years of experience as a securities analyst


•	BA, University of Colorado

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.”

76p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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 $48.9 million to $6.03 billion as of March 31, 2011. 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 forward foreign currency 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 — Forward Foreign Currency Contracts


•	Foreign Currency Risk


•	Risks of Foreign/Emerging Markets Investing


•	Issuer Risk

•	Active Management Risk

•	Market Risk

•	Small and Mid-Sized Company Risk

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 77p

VP — Mondrian International Small Cap Fund

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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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.”

78p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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

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. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy. 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.

Columbia Management Investment Advisers, LLC (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 relative valuation, underlying real estate fundamentals, and 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


•	Risks of Foreign/Emerging Markets Investing


•	Foreign Currency Risk

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 79p

VP — Morgan Stanley Global Real Estate Fund

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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. 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. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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.”

80p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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

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. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

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/Emerging Markets 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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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 45 years of investment experience

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 81p

VP — NFJ Dividend Value Fund

Paul Magnuson, Managing Director


•	Portfolio Manager and Managing Director of NFJ

•	Managed the Fund since May 2010

•	Joined NFJ in 1992


•	Has over 25 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 14 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 15 years of investment experience

L. Baxter Hines, Vice President, Portfolio Manager/Analyst


•	Portfolio Manager /Analyst and Vice President of NFJ


•	Managed the Fund since January 2011


•	Joined NFJ in 2008


•	Has over 5 years of experience in equity research and investment consulting.

Jeff N. Reed, CFA Vice President, Portfolio Manager/Analyst


•	Portfolio Manager/Analyst and Vice President of NFJ


•	Managed the Fund since January 2011


•	Joined NFJ 2007


•	Has over 6 years of experience in investment and financial analysis.

Jonathon B. Miller Portfolio Manager/Analyst


•	Portfolio Manager/Analyst


•	Managed the Fund since January 2011


•	Joined NFJ 2009


•	Has over 3 years of experience in investment and financial analysis

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.”

82p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Nuveen Winslow 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 U.S. companies with a market capitalization in excess of $4 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. The Fund may invest up to 20% of its net assets in non-U.S. equity securities.

Winslow Capital’s fundamental, bottom-up investment process centers on identifying growth companies which exhibit some or all of the following characteristics:


•	in an industry with growth potential;


•	leading or gaining market share;


•	identifiable and sustainable competitive advantages;


•	a management team that can perpetuate the company’s competitive advantages; and


•	high, and preferably rising, return on invested capital.

In order to identify investment candidates for the Fund, Winslow Capital begins by using a quantitative screen of the companies in the Russell 1000 ^® Index (the Index) with market capitalizations exceeding $4 billion, complemented with a limited number of companies that are either not in the Index and/or are below the $4 billion market capitalization limit. The companies that pass this screen are then qualitatively assessed in the context of their respective industry. Winslow Capital then determines which companies with potential for above-average future earnings growth fit their portfolio construction parameters in light of the companies’ valuations.

Winslow Capital employs a sell discipline which utilizes the same fundamental research process in order to control risk and protect capital. Winslow Capital will sell some or all of a position in a stock when:


•	the fundamental business prospects are deteriorating, altering the basis for investment;


•	a stock becomes fully valued; or


•	a position exceeds 5% of the Fund.

In addition, all stocks that decline 20% or more from the purchase price or a recent high are immediately reviewed for possible fundamental deterioration, and may be trimmed, sold or added to based on such review.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Foreign Currency Risk


•	Issuer Risk


•	Market Risk


•	Risk of Foreign Investing

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 83p

VP — Nuveen Winslow Large Cap Growth Fund

PORTFOLIO MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC

Winslow Capital Management, Inc., which began serving as Subadviser to the Fund in November 2010, is located at 4720 IDS Tower, 80 South Eighth Street, Minneapolis, MN 55402. Winslow Capital, subject to the supervision of Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s annual shareholder report for the fiscal year ended December 31, 2010.

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

Clark J. Winslow


•	Managed the Fund since November 2010.


•	Chief Executive Officer and Chief Investment Officer.


•	Founded Winslow Capital in 1992.


•	Began investment career in 1966.


•	BA, Yale University; MBA, Harvard Business School.

Justin H. Kelly, CFA


•	Managed the Fund since November 2010.


•	Senior Managing Director and Portfolio Manager.


•	Started at Winslow Capital in 1999.


•	Began investment career in 1992.


•	BS, Babson College.

R. Bart Wear, CFA


•	Managed the Fund since November 2010.


•	Senior Managing Director and Portfolio Manager.


•	Started at Winslow Capital in 1997.


•	Began investment career in 1982.


•	BS, Arizona 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.”

84p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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 ^® Growth Index (the Index). The market capitalization range of the companies included in the Index was $7.7 million to $5.68 billion as of March 31, 2011. 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.

Columbia Management Investment Advisers, LLC (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 (WellsCap) 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. Columbia Management Investment Advisers, 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.

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.

WellsCap

WellsCap seeks small-capitalization companies that are in an emerging phase of their growth cycle. WellsCap 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, WellsCap 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. More specifically, WellsCap looks for what is being underappreciated by the market and focuses on the “gap” between their expectation for growth and what the market is discounting. WellsCap 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, WellsCap may also sell or trim a portfolio position when it sees a convergence or narrowing of the gap in growth rate expectations.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 85p

VP — Partners Small Cap Growth Fund

TLC

TLC seeks to purchase 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 universe 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 tangible book value growth. 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


•	Multi-Adviser Risk


•	Small Company Risk


•	Risk of Foreign Investing


•	Sector Risk

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 Columbia Management Investment Advisers, LLC, 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 Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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 Columbia Management Investment Advisers, LLC, 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 Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

WellsCap, which began serving as a Subadviser to the Fund in May 2010, is located at 525 Market Street, San Francisco, California 94105. WellsCap, subject to the supervision of Columbia Management Investment Advisers, LLC, 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 Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

86p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

VP — Partners Small Cap Growth Fund

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

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


•	Principal 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

J. Brian Campbell, CFA, Portfolio Manager


•	Director of Research and Portfolio Manager at TLC


•	Managed the Fund since Sept. 2010


•	Joined TLC in 2010


•	Prior to joining TLC, was Portfolio Manager and Director of Research at Hilliard Lyons Capital Management.


•	Began iinvestment career in 2000


•	BBA, University of Kentucky; MBA, Kelly School of Business at Indiana University

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 87p

VP — Partners Small Cap Growth Fund

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

Joseph M. Eberhardy, CFA, CPA, Portfolio Manager


•	Portfolio Manager at WellsCap


•	Managed the Fund since May 2010


•	Joined WellsCap in 2005 as part of WellsCap’s 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 WellsCap


•	Managed the Fund since May 2010


•	Joined WellsCap in 2005 as part of WellsCap’s 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 WellsCap


•	Managed the Fund since May 2010


•	Joined WellsCap in 2005 as part of WellsCap’s acquisition of Strong Capital Management, which he joined in 1994


•	Began investment career in 1982

•	BA, Gustavus Adolphus 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.”

88p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:


•	Active Management Risk


•	Counterparty Risk


•	Credit Risk


•	High-Yield Securities Risk


•	Derivatives Risk — Forward Contracts


•	Interest Rate Risk

•	Issuer Risk

•	Leverage Risk

•	Liquidity Risk

•	Market Risk

•	Mortgage-Related and Other Asset-Backed Risk

•	Prepayment and Extension Risk

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 89p

VP — PIMCO Mortgage-Backed Securities Fund

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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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 Stearns & 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.”

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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 net assets (including the amount of any borrowings for investment purposes) will be 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 $1.17 billion to $199.41 billion as of March 31, 2011. 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.

Columbia Management Investment Advisers, LLC (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, whollyowned 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


•	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 Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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.


•	Joined Fidelity in 1989. Mr. Hernandez developed the select international strategy at Fidelity 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.”

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 91p

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.

In pursuit of the Fund’s objective, WellsCap 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 WellsCap to be of comparable quality. As part of the Fund’s 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, WellsCap may invest in mortgage-backed securities guaranteed by U.S. Government agencies, and to a lesser extent, other securities rated AA- or Aa3, 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.

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


•	Mortgage-Related and Other Asset-Backed Risk


•	U.S. Government Obligations Risk

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VP — Wells Fargo Short Duration Government Fund

PORTFOLIO MANAGEMENT

Subadviser: Wells Capital Management Incorporated (WellsCap), which began serving as Subadviser to the Fund in May 2010, is located at 525 Market Street, San Francisco, California 94105. WellsCap, subject to the supervision of Columbia Management Investment Advisers, LLC, provides day-to-day management of the Fund’s portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with Columbia Management Investment Advisers, LLC. A discussion regarding the basis for the Board approving the Subadvisory Agreement is available in the Fund’s semiannual shareholder report for the period ended June 30, 2010.

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 WellsCap


•	Joined the Montgomery Fixed Income Team as Senior Portfolio Manager in 2000


•	Prior to joining WellsCap, 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 WellsCap


•	Joined the Montgomery Fixed Income Team in 2004


•	Prior to joining WellsCap, Trader at Lehman Brothers, responsible for corporate, emerging markets, and non-dollar sovereign bonds


•	Began investment career in 2000

•	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.”

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 93p

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

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

Counterparty Risk

VP – Eaton Vance Floating-Rate Income Fund VP – PIMCO Mortgage-Backed Securities Fund		The risk that a counterparty to a financial instrument entered into by the Fund or held by special purpose or structured vehicle held by the Fund becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, including making payments to the Fund. The Fund may obtain no or only limited recovery in a bankruptcy or other reorganization proceeding, and any recovery may be significantly delayed. 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

Columbia VP – Limited Duration Credit Fund VP – American Century Diversified Bond Fund VP – PIMCO Mortgage-Backed Securities Fund VP – J.P. Morgan Core Bond Fund VP – Wells Fargo Short Duration Government Fund		Credit risk is the risk that the issuer of a fixed-income security, or the counterparty to a contract, may or will default or otherwise become unable or unwilling to honor a financial obligation, such as making payments. If the Fund purchases unrated securities, or if the rating of a security is reduced after purchase, the Fund will depend on analysis of credit risk more heavily than usual. Lower quality or unrated securities held by the Fund may present increased credit risk.

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Risk Type/Fund(s)		Description
Credit Risk

VP – Eaton Vance Floating-Rate Income Fund		Credit risk is the risk that the borrower of a loan or the issuer of another debt security may or will default or otherwise become unable or unwilling to honor a financial obligation, such as making payments to the Fund. 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 credit rating of the borrower or the issuer or other news affects the market’s perception of the credit risk of the borrower or the issuer. If the issuer of a loan declares bankruptcy 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 analysis of credit risk more heavily than usual. Non-investment grade loans or securities (commonly called “high-yield” or “junk”) 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 loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it.

Derivatives Risk — Forward Contracts

VP – PIMCO Mortgage-Backed Securities Fund		The Fund may enter into forward contracts (or forwards) for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A forward is a contract between two parties to buy or sell an asset at a specified future time at a price agreed today. Forwards are traded in the over-the-counter markets. The Fund may purchase forward contracts, including those on mortgage-backed securities in the “to be announced” (TBA) market. In the TBA market, the seller agrees to deliver the mortgage backed securities for an agreed upon price on an agreed upon date, but makes no guarantee as to which or how many securities are to be delivered. Investments in forward contracts subject the Fund to Counterparty Credit Risk. For a description of the risks associated with mortgage-backed securities, see “Mortgage-Related and Other Asset-Backed Risks.”

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 95p


Risk Type/Fund(s)		Description
Derivatives Risk — Forward Foreign Currency Contracts

VP – AllianceBernstein International Value Fund VP – Invesco International Growth Fund VP – Mondrian International Small Cap Fund		The Fund may enter into forward foreign currency contracts, which are types of derivative contracts, whereby the Fund may buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future for a specific exchange rate on a given date. These contracts, however, may fall in value due to foreign market downswings or foreign currency value fluctuations. The Fund may enter into forward foreign currency contracts for risk management (hedging) or investment purposes. The inability of the Fund to precisely match forward contract amounts and the value of securities involved may reduce the effectiveness of the Fund’s hedging strategy. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase in the value of the currency. When entering into forward foreign currency contracts for investment purposes, unanticipated changes in the currency markets could result in reduced performance for the Fund. The Fund may designate cash or securities in an amount equal to the value of the Fund’s forward foreign currency contracts which may limit the Fund’s investment flexibility. If the value of the designated securities declines, additional cash or securities will be so designated. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been movement in forward contract prices. When the Fund converts its foreign currencies into U.S. dollars it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market.

Derivatives Risk — Futures Contracts

VP – AllianceBernstein International Value Fund		The Fund may enter into futures contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. 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. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. The Fund’s investment or hedging strategies may be unable to achieve their objectives.

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Risk Type/Fund(s)		Description
Derivatives Risk — Warrants

VP – Invesco International Growth Fund		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. Warrants may be subject to the risk that the securities could lose value. There also is the risk that the potential exercise price may exceed the market price of the warrants or rights.

Foreign Currency Risk

VP – AllianceBernstein International Value Fund VP – Mondrian International Small Cap Fund VP – Morgan Stanley Global Real Estate Fund VP – Nuveen Winslow Large Cap Growth Fund		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.

High-Yield Securities Risk

Columbia VP – Limited Duration Credit Fund VP – American Century Diversified Bond Fund VP – J.P. Morgan Core Bond Fund VP – PIMCO Mortgage-Backed Securities Fund		Non-investment grade fixed-income 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 experience greater price fluctuations and are subject to a greater risk of loss than investment grade fixed-income securities. High yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

High-Yield Securities Risk

VP – Eaton Vance Floating-Rate Income Fund		Non-investment grade loans or other fixed-income securities, commonly called “high-yield” or “junk,” 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 loans or other fixed-income securities have greater price fluctuations and are more likely to experience a default than investment grade loans or fixed-income 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. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 97p


Risk Type/Fund(s)		Description
Highly Leveraged Transactions Risk

VP – Eaton Vance Floating-Rate Income Fund		The loans or other securities in which the Fund invests substantially consist of transactions involving refinancings, recapitalizations, mergers and acquisitions, and other financings for general corporate purposes. The 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 Fund’s portfolio managers upon their credit analysis to be a suitable investment for 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

VP – Eaton Vance Floating-Rate Income Fund		The value of collateral, if any, securing a 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.

Interest Rate Risk

Columbia VP – Limited Duration Credit Fund VP – American Century Diversified Bond Fund VP – J.P. Morgan Core Bond Fund VP – PIMCO Mortgage-Backed Securities Fund VP – Wells Fargo Short Duration Government Fund		Interest rate risk is the risk of losses attributable to changes in interest rates. Interest rate risk is generally associated with fixed-income securities: when interest rates rise, the prices generally fall. In general, the longer the maturity or duration of a fixed-income security, 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.

Interest Rate Risk

VP – Eaton Vance Floating-Rate Income Fund		Interest rate risk is the risk of losses attributable to changes in interest rates. Interest rate risk is generally associated with fixed income securities: when interest rates rise, the prices generally fall. In general, the longer the maturity or duration of a fixed income security, 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. 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.

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Risk Type/Fund(s)		Description
Issuer Risk

VP – AllianceBernstein International Value Fund VP – American Century Diversified Bond Fund VP – American Century Growth Fund VP – Columbia Wanger International Equities Fund VP – Columbia Wanger U.S. Equities Fund VP – Invesco International Growth Fund VP – J.P. Morgan Core Bond Fund VP – Jennison Mid Cap Growth Fund VP – MFS Value Fund VP – Marsico Growth Fund VP – Mondrian International Small Cap Fund VP – NFJ Dividend Value Fund VP – Partners Small Cap Growth Fund VP – PIMCO Mortgage-Backed Securities Fund VP – Pyramis ^® International Equity Fund VP – Nuveen Winslow Large Cap Growth Fund		An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance. 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 events, conditions or factors.

Leverage Risk

VP – PIMCO Mortgage-Backed Securities Fund VP – Wells Fargo Short Duration Government Fund		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

Columbia VP – Limited Duration Credit Fund VP – American Century Diversified Bond Fund VP – Invesco International Growth Fund VP – J.P. Morgan Core Bond Fund VP – PIMCO Mortgage-Backed Securities Fund VP – Pyramis ^® International Equity Fund VP – Wells Fargo Short Duration Government Fund		Liquidity risk is the risk associated with a lack of marketability of securities which may make it difficult 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.

Liquidity Risk

VP – Eaton Vance Floating-Rate Income Fund		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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 99p


Risk Type/Fund(s)		Description
Market Risk

Columbia VP – Limited Duration Credit Fund VP – American Century Diversified Bond Fund VP – J.P. Morgan Core Bond Fund VP – PIMCO Mortgage-Backed Securities Fund VP – Wells Fargo Short Duration Government Fund		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.

Market Risk

VP – American Century Growth Fund VP – Marsico Growth Fund VP – MFS Value Fund VP – NFJ Dividend Value Fund VP – Nuveen Winslow Large Cap Growth Fund		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. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other funds if that style falls out of favor with the market.

Market Risk

VP – AllianceBernstein International Value Fund VP – Columbia Wanger International Equities Fund VP – Columbia Wanger U.S. Equities Fund VP – Invesco International Growth Fund VP – Jennison Mid Cap Growth Fund VP – Mondrian International Small Cap Fund VP – Morgan Stanley Global Real Estate Fund VP – Partners Small Cap Growth Fund VP – Pyramis ^® International Equity Fund		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. These risks are generally greater for small and mid-sized companies, which tend to be more vulnerable than large companies 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 funds if that style falls out of favor with the market.

Market Risk

VP – Eaton Vance Floating-Rate Income Fund		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 other securities may fluctuate, sometimes rapidly and unpredictably.

Mid-Sized Company Risk

VP – Jennison Mid Cap Growth Fund		Investments in mid-sized companies often involve greater risks 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. Securities of mid-sized companies may traded on the over-the- counter market or on regional securities exchanges and the frequency and volume of their trading is substantially less than is typical of larger companies.

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Risk Type/Fund(s)		Description
Mortgage-Related and Other Asset-Backed Risk

Columbia VP – Limited Duration Credit Fund VP – J.P. Morgan Core Bond Fund VP – PIMCO Mortgage-Backed Securities Fund VP – Wells Fargo Short Duration Government Fund		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.

Multi-Adviser Risk

VP – Partners Small Cap Growth Fund		The Fund has multiple subadvisers. Each subadviser makes investment decisions independently from the other subadviser(s). It is possible that the security selection process of one subadviser will not complement or may even contradict that of the other subadviser(s), including makings off-setting trades that have no net effect to the Fund, but which may increase Fund expenses. As a result, the Fund’s exposure 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.

Non-Diversification Risk

VP – Morgan Stanley Global Real Estate Fund		The Fund is non-diversified. 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 then a fund that invests more broadly.

Prepayment and Extension Risk

Columbia VP – Limited Duration Credit Fund VP – American Century Diversified Bond Fund VP – Eaton Vance Floating-Rate Income Fund VP – J.P. Morgan Core Bond Fund VP – PIMCO Mortgage-Backed Securities Fund VP – Wells Fargo Short Duration Government Fund		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 spreads, the portfolio managers may not be able to invest the proceeds 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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 101p


Risk Type/Fund(s)		Description
Real Estate Industry Risk

VP – Morgan Stanley Global Real Estate Fund		Because of the Fund’s ability to invest in REITs, REOCs and foreign real estate investment companies, the Fund is 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. REITs and similar non-U.S. entities 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.

Risks of Foreign Investing

Columbia VP – Limited Duration Credit Fund VP – Eaton Vance Floating-Rate Income Fund VP – Jennison Mid Cap Growth Fund VP – MFS Value Fund VP – Marsico Growth Fund VP – Nuveen Winslow Large Cap Growth Fund VP – Partners Small Cap Growth Fund VP – Pyramis ^® International Equity Fund		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 risks associated with political, economic, social and other conditions or events occurring in 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 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 risks associated with the process of clearing and settling trades. Holding securities with local agents and depositories also has risks. 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, which are less reliable than the U.S. 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.

102p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS


Risk Type/Fund(s)		Description
Risks of Foreign/Emerging Markets Investing

VP – AllianceBernstein International Value Fund VP – Columbia Wanger International Equities Fund VP – Invesco International Growth Fund VP – Mondrian International Small Cap Fund VP – Morgan Stanley Global Real Estate Fund VP – NFJ Dividend Value Fund		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 risk associated with the political, social, economic, and other conditions or events occurring in 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 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 risks associated with the process of clearing and settling trades. Holding securities with local agents and depositories also has risks. 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 which are less reliable than the U.S. 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.

Sector Risk

VP – Morgan Stanley Global Real Estate Fund VP – Partners Small Cap Growth Fund		If a fund emphasizes one or more economic sectors or industries, it may be more susceptible to the financial, market or economic conditions or events affecting the particular issuers, sectors or industries in which it invests than funds that do not so emphasize. The more a fund diversifies its investments, the more it spreads risk and potentially reduces the risks of loss and volatility.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 103p


Risk Type/Fund(s)		Description
Small and Mid-Sized Company Risk

VP – Columbia Wanger International Equities Fund VP – Columbia Wanger U.S. Equities Fund VP – Mondrian International Small Cap Fund		Investments in small and medium sized 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. Securities of small and medium companies may trade on the over-the-counter market or on regional securities exchanges and the frequency and volume of their trading may be substantially less and may be more volatile than is typical of larger companies.

Small Company Risk

VP – Partners Small Cap Growth Fund		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. Securities of small capitalization companies may trade on the over-the-counter market or on regional securities exchanges and the frequency and volume of their trading may be substantially less and may be more volatile than is typical of larger companies.

Sovereign Debt Risk

Columbia VP – Limited Duration Credit Fund		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. 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. The largest risks associated with sovereign debt include Credit Risk and Risks of Foreign/Emerging Markets Investing.

Stripped Securities Risk

VP – Wells Fargo Short Duration Government Fund		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.

104p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS


Risk Type/Fund(s)		Description
U.S. Government Obligations Risk

VP – Wells Fargo Short Duration Government Fund		U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. For example, securities issued by the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. The Fund may be subject to such risk to the extent it invests in securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises.

Value Securities Risk

VP – AllianceBernstein International Value Fund VP – MFS Value Fund		Value securities involve the risk that they may never reach what the portfolio managers believes is their full market value either because the market fails to recognize the stock’s intrinsic worth or the portfolio managers 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

VP – NFJ Dividend Value Fund		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.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 105p

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 Fund’s Summary of the Fund.

Calculation of Annual Fund Operating Expenses. Annual fund operating expenses are based on expenses incurred during the Fund’s most recently completed fiscal year and are expressed as a percentage (expense ratio) of the Fund’s average net assets during the fiscal period. The expense ratios reflect current fee arrangements, but are not adjusted to reflect the Fund’s average net assets as of a different period or a different point in time, as the Fund’s asset levels will fluctuate. In general, the Fund’s expense ratios 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.


Fund	Class 1		Class 2
Columbia VP — Limited Duration Credit Fund		0.54%		0.79%
VP — AllianceBernstein International Value Fund		0.93%		1.18%
VP — American Century Diversified Bond Fund		0.70%		0.95%
VP — American Century Growth Fund		0.70%		0.95%
VP — Columbia Wanger International Equities Fund		1.01%		1.26%
VP — Columbia Wanger U.S. Equities Fund		0.97%		1.22%
VP — Eaton Vance Floating-Rate Income Fund		0.73%		0.98%
VP — Invesco International Growth Fund		0.95%		1.20%
VP — J.P. Morgan Core Bond Fund		0.70%		0.95%
VP — Jennison Mid Cap Growth Fund		0.83%		1.08%
VP — MFS Value Fund		0.72%		0.97%
VP — Marsico Growth Fund		0.72%		0.97%
VP — Mondrian International Small Cap Fun		1.16%		1.41%
VP — Morgan Stanley Global Real Estate Fund		0.89%		1.14%
VP — NFJ Dividend Value Fund		0.76%		1.01%
VP — Nuveen Winslow Large Cap Growth Fund		0.74%		0.99%
VP — Partners Small Cap Growth Fund		1.06%		1.31%
VP — PIMCO Mortgage-Backed Securities Fund		0.56%		0.81%
VP — Pyramis ^® International Equity Fund		0.95%		1.20%
VP — Wells Fargo Short Duration Government Fund		0.58%		0.83%


*		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.

OTHER INVESTMENT STRATEGIES AND RISKS

106p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

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

Lending of Portfolio Securities. The Funds may lend portfolio securities to approved broker-dealers, banks or other institutional borrowers of securities to generate additional income. Securities lending typically 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. In the Funds’ securities lending program, the counterparty risk related to borrowers not providing additional collateral or returning loaned securities in a timely manner is borne by the securities lending agent, which has indemnified the Fund against these risks. However, the Funds may lose money from lending securities (or the amounts earned from securities lending may be limited) if, for example, the value or return of its investments of the cash collateral declines below the amount owed to a borrower. For more information on lending of portfolio securities and the risks involved, see the Funds’ SAI and its annual and semiannual reports.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 107p

Although brokerage commissions and implied commissions are not reflected in the “Annual Fund Operating Expenses” table under “Fees and Expenses of the Fund” for each Fund, 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. 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. The Funds’ historical portfolio turnover rates, which measure how frequently a Fund buys and sells investments, are shown in the “Financial Highlights.”

Additional information regarding securities transactions can be found in the SAI.

FUND MANAGEMENT AND COMPENSATION

Investment Manager

Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), formerly known as RiverSource Investments, LLC, 225 Franklin Street, Boston, MA 02110, is the investment manager to the Columbia, RiverSource, Seligman and Threadneedle funds (the Fund Family), and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). In addition to managing investments for the Fund Family, Columbia Management manages investments for itself and its affiliates. For institutional clients, Columbia Management 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, Columbia Management seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information.

Each Fund pays Columbia Management a fee for managing its assets. Under the Investment Management Services Agreement (IMS Agreement) the fee for the most recent fiscal year was as follows:


Fund		Management Fee for the fiscal period ended Dec. 31, 2010
Columbia VP — Limited Duration Credit Fund		0.47%

VP — AllianceBernstein International Value Fund		0.85%

VP — American Century Diversified Bond Fund		0.47%

VP — American Century Growth Fund		0.64%

VP — Columbia Wanger International Equities Fund		0.94%

108p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS


Fund		Management Fee for the fiscal period ended Dec. 31, 2010
VP — Columbia Wanger U.S. Equities Fund		0.88%

VP — Eaton Vance Floating-Rate Income Fund		0.63%

VP — Invesco International Growth Fund		0.84%

VP — J.P. Morgan Core Bond Fund		0.47%

VP — Jennison Mid Cap Growth Fund		0.75%

VP — MFS Value Fund		0.64%

VP — Marsico Growth Fund		0.64%

VP — Mondrian International Small Cap Fund		0.95%

VP — Morgan Stanley Global Real Estate Fund		0.85%

VP — NFJ Dividend Value Fund		0.64%

VP — Nuveen Winslow Large Cap Growth Fund		0.65%

VP — Partners Small Cap Growth Fund		0.88%

VP — PIMCO Mortgage-Backed Securities Fund		0.48%

VP — Pyramis ^® International Equity Fund		0.85%

VP — Wells Fargo Short Duration Government Fund		0.48%

Under the Agreement, each Fund also pays taxes, brokerage commissions and nonadvisory expenses.

A discussion regarding the basis for the Board approving the new IMS Agreement is available in the Funds’ annual shareholder report for the period ended Dec. 31, 2010.

Buying and Selling Shares

DESCRIPTION OF THE SHARE CLASSES

Share Class Features


	Class 1 Shares	Class 2 Shares
Eligible Investors
	Shares of the Funds are available only to separate accounts of participating insurance companies as underlying investments for variable annuity contracts and/or variable life insurance policies (collectively, Contracts) or qualified pension and retirement plans (Qualified Plans) or other eligible investors authorized by the distributor.
Investment Limits	none	none
Conversion Features	none	none
Front-End Sales Charges	none	none
Contingent Deferred Sales Charges (CDSCs)	none	none
Maximum Distribution and/or Service Fees	none	0.25%

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 109p

FUNDamentals ^TM

Selling and/or Servicing Agents

Distribution and/or Service Fees

Pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act), the Board has approved, and each Fund has adopted, distribution and/or shareholder servicing plans which set the distribution and/or service fees that are periodically deducted from the Fund’s assets for Class 2 shares. These fees are calculated daily, may vary by share class and are intended to compensate the distributor and/or selling and/or servicing agents for selling shares of the Fund and/or providing services to investors. Because the fees are paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time. The Funds will pay these fees to the distributor and/or to eligible selling and/or servicing agents for as long as the distribution and/or shareholder servicing plans continue. The Funds may reduce or discontinue payments at any time.

Selling and/or Servicing Agent Compensation

BUYING, SELLING AND TRANSFERRING SHARES

Share Price Determination

110p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

FUNDamentals ^TM

NAV Calculation

Each of the Fund’s share classes calculate their NAV as follows:


		(Value of assets of the share class)
NAV	=	— (Liabilities of the share class)

		Number of outstanding shares of the class

FUNDamentals ^TM

Business Days

If a market price isn’t readily available or is deemed not to reflect market value, the Fund will determine the price of the security held by the Fund based on a determination of the security’s fair value pursuant to a policy approved by the Fund’s Board. In addition, the Fund may use fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Fund’s share price is calculated. Foreign exchanges typically close before the time at which Fund share prices are calculated, and may be closed altogether on some days when the Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earnings announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or foreign market fluctuations. The Fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security’s market price is readily available and reflective of market value and, if not, the fair value of the security.

Shareholder Information

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 111p

Order Processing

Please refer to your Contract prospectus or Qualified Plan disclosure documents, as applicable, for more information about transfers as well as surrenders and withdrawals.

Cash Flows

Information Sharing Agreements

Excessive Trading Practices Policy of Non-Money Market Funds

Right to Reject or Restrict Share Transaction Orders – The Fund is intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should transact in Fund shares primarily for investment purposes. The Board has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures). The Fund discourages and does not accommodate excessive trading.

Specific Buying and Transferring Limitations – If a Fund detects that an investor has made two “material round trips” in any 28-day period, it will generally reject the investor’s future buy orders, including transfer buy orders, involving any Fund.

112p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Limitations on the Ability to Detect and Prevent Excessive Trading Practices – The Fund takes various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, the Fund receives buy, sell and transfer orders through selling and/or servicing agents, and cannot always know of or reasonably detect excessive trading that may be facilitated by selling and/or servicing agents or by the use of the omnibus account arrangements they offer. Omnibus account arrangements are common forms of holding shares of mutual funds, particularly among certain selling and/or servicing agents such as broker/dealers, retirement plans and variable insurance products. These arrangements often permit selling and/or servicing agents to aggregate their clients’ transactions and accounts, and in these circumstances, the identity of the shareholders is often not known to the Fund.

Risks of Excessive Trading – Excessive trading creates certain risks to the Fund’s long-term shareholders and may create the following adverse effects:


•	negative impact on the Fund’s performance;


•	potential dilution of the value of the Fund’s shares;


•	interference with the efficient management of the Fund’s portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold;


•	losses on the sale of investments resulting from the need to sell securities at less favorable prices;


•	increased taxable gains to the Fund’s remaining shareholders resulting from the need to sell securities to meet sell orders; and


•	increased brokerage and administrative costs.

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 113p

Distributions and Taxes

REINVESTMENTS

All distributions by the Funds are automatically reinvested in additional Fund shares. The reinvestment price is the next calculated NAV after the distribution is paid.

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: Columbia VP – Limited Duration Credit Fund, VP – AllianceBernstein International Value Fund, VP – American Century Diversified Bond Fund, VP – Columbia Wanger International Equities Fund, VP – Eaton Vance Floating-Rate Income 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 is treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders: VP – American Century Growth Fund, VP – Columbia Wanger U.S. Equities Fund, VP – Jennison Mid Cap Growth Fund, VP – MFS Value Fund, VP – Marsico Growth Fund, VP – NFJ Dividend Value Fund, VP – Nuveen Winslow Large Cap Growth Fund and VP – Partners Small 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.

Additional Services and Compensation

Transfer Agency Services. Columbia Management Investment Services Corp. (formerly known as RiverSource Service Corporation), 225 Franklin Street, Boston, MA 02110, provides or compensates others to provide transfer agency services to the Funds. The Funds pay the Transfer Agent a fee as set forth in the SAI, and reimburses the Transfer Agent for its out-of-pocket expenses incurred while providing these transfer agency services to the Funds. Fees paid by a Fund for these services are included under “Other expenses” in the expense table of the Fund.” The Transfer Agent pays 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.

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Additional Management Information

Affiliated Products. Columbia Management serves as investment manager to all funds in the Fund Family, including those that are structured to provide asset-allocation services to shareholders of those funds (funds of funds) by investing in shares of other funds in the Fund Family, including the Funds (collectively referred to as underlying funds) and to discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in underlying funds. These affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of the underlying funds, and Columbia Management seeks to balance potential conflicts between the affiliated products and the underlying funds in which they invest. The affiliated products’ investment in the underlying funds may also have the effect of creating economies of scale (including lower expense ratios) because the affiliated products may own substantial portions of the shares of underlying funds and, comparatively, a redemption of underlying fund shares by one or more affiliated products could cause the expense ratio of an underlying fund to increase as its fixed costs would be spread over a smaller asset base. Because of these large positions of the affiliated products, the underlying funds may experience relatively large purchases or redemptions. Although Columbia Management may seek to minimize the impact of these transactions, for example, by structuring them over a reasonable period of time or through other measures, underlying funds may experience increased expenses as they buy and sell securities to manage these transactions. When Columbia Management structures transactions over a reasonable period of time in order to manage the potential impact of the buy and sell decisions for the affiliated products, these affiliated products, including funds of funds, may pay more or less for shares of the underlying funds than if the transactions were executed in one transaction. In addition, substantial redemptions by the affiliated products within a short period of time could require the underlying 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 underlying fund to realize a loss. Substantial redemptions may also adversely affect the ability of the investment manager to implement the underlying fund’s investment strategy. Columbia Management also has an economic conflict of interest in determining the allocation of the affiliated products’ assets among the underlying funds as it earns different fees from the underlying funds. Columbia Management monitors expense levels of the Funds and is committed to offering funds that are competitively priced. Columbia Management reports to the Board of each fund of funds on the steps it has taken to manage any potential conflicts. See the SAI for information on the percent of the Fund owned by affiliated products.

Potential Conflicts of Interest

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 115p

Financial Highlights

The financial highlights tables are intended to help you understand each Fund’s financial performance. Certain information reflects financial results for a single Fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in each Fund (assuming reinvestment of all dividends and other distributions, if any). Total returns do not reflect payment of the expenses that apply to the variable accounts or contract charges, if any, and are not annualized for periods of less than one year. Inclusion of these charges would reduce total return for all periods shown. The information has been derived from the financial statements audited by Ernst & Young LLP, whose report, along with the Fund’s financial statements and financial highlights, is included in the annual report which, if not included with this prospectus, is available upon request.

Columbia Variable Portfolio — Limited Duration Credit Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.18
Net realized and unrealized gain on investments		.09

Total from investment operations		.27

Net asset value, end of period		$10.27

Total return		2.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.61%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.54%	^(c)

Net investment income		2.75%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$2,370,410

Portfolio turnover ^(e)		16%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.17
Net realized and unrealized gain on investments		.08

Total from investment operations		.25

Net asset value, end of period		$10.25

Total return		2.50%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.86%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.79%	^(c)

Net investment income		2.64%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,250

Portfolio turnover ^(e)		16%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).


^(e)		Includes mortgage dollar rolls. If mortgage dollar roll transactions were excluded, the portfolio turnover would have been 10% for the year ended December 31, 2010.

116p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — AllianceBernstein International Value Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.07
Net realized and unrealized gain on investments		1.27
Increase from payment by affiliate		.00	^(b)

Total from investment operations		1.34

Less distributions to shareholders from:
Net investment income		(.09	)

Net asset value, end of period		$11.25

Total return		13.53%	^(c)

Ratios to average net assets ^(d)
Expenses prior to fees waived or expenses reimbursed		1.04%	^(e)

Net expenses after fees waived or expenses reimbursed ^(f)		0.92%	^(e)

Net investment income		1.04%	^(e)

Supplemental data
Net assets, end of period (in thousands)		$1,254,171

Portfolio turnover		29%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.02
Net realized and unrealized gain on investments		1.30
Increase from payment by affiliate		.00	^(b)

Total from investment operations		1.32

Less distributions to shareholders from:
Net investment income		(.08	)

Net asset value, end of period		$11.24

Total return		13.30%	^(c)

Ratios to average net assets ^(d)
Expenses prior to fees waived or expenses reimbursed		1.29%	^(e)

Net expenses after fees waived or expenses reimbursed ^(f)		1.17%	^(e)

Net investment income		0.28%	^(e)

Supplemental data
Net assets, end of period (in thousands)		$583

Portfolio turnover		29%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Rounds to less than $0.01 per share.


^(c)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.03%.


^(d)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(e)		Annualized.


^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 117p

Variable Portfolio — American Century Diversified Bond Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.15

Income from investment operations:
Net investment income		.16
Net realized and unrealized gain on investments		.16

Total from investment operations		.32

Net asset value, end of period		$10.47

Total return		3.15%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.62%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.55%	^(c)

Net investment income		2.32%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,997,905

Portfolio turnover		66%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.15

Income from investment operations:
Net investment income		.15
Net realized and unrealized gain on investments		.16

Total from investment operations		.31

Net asset value, end of period		$10.46

Total return		3.05%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.85%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.80%	^(c)

Net investment income		2.22%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$817

Portfolio turnover		66%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

118p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — American Century Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.06
Net realized and unrealized gain on investments		1.27

Total from investment operations		1.33

Net asset value, end of period		$11.33

Total return		13.30%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.78%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.70%	^(c)

Net investment income		1.00%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,781,141

Portfolio turnover		56%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.09
Net realized and unrealized gain on investments		1.22

Total from investment operations		1.31

Net asset value, end of period		$11.31

Total return		13.10%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.03%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.95%	^(c)

Net investment income		1.24%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$197

Portfolio turnover		56%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 119p

Variable Portfolio — Columbia Wanger International Equities Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.04
Net realized and unrealized gain on investments		2.32
Increase from payment by affiliate		.01

Total from investment operations		2.37

Less distributions to shareholders from:
Net investment income		(.06	)

Net asset value, end of period		$12.31

Total return		23.75%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.33%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.15%	^(d)

Net investment income		0.63%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$503,442

Portfolio turnover		20%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.00	^(f)
Net realized and unrealized gain on investments		2.35
Increase from payment by affiliate		.01

Total from investment operations		2.36

Less distributions to shareholders from:
Net investment income		(.05	)

Net asset value, end of period		$12.31

Total return		23.63%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.48%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.40%	^(d)

Net investment income		0.05%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$1,306

Portfolio turnover		20%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.07%.


^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(d)		Annualized.


^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

120p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — Columbia Wanger U.S. Equities Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment loss		(.01	)
Net realized and unrealized gain on investments		1.88
Increase from payment by affiliate		.00	^(b)

Total from investment operations		1.87

Net asset value, end of period		$11.87

Total return		18.70%

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.06%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		0.97%	^(d)

Net investment loss		(0.09%	) ^(d)

Supplemental data
Net assets, end of period (in thousands)		$656,773

Portfolio turnover		17%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.00	^(b)
Net realized and unrealized gain on investments		1.85
Increase from payment by affiliate		.00	^(b)

Total from investment operations		1.85

Net asset value, end of period		$11.85

Total return		18.50%

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.31%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.22%	^(d)

Net investment income		0.02%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$779

Portfolio turnover		17%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Rounds to less than $0.01 per share.


^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(d)		Annualized.


^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 121p

Variable Portfolio — Eaton Vance Floating-Rate Income Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.62

Income from investment operations:
Net investment income		.24
Net realized and unrealized gain on investments		.06

Total from investment operations		.30

Net asset value, end of period		$9.92

Total return		3.12%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.83%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.58%	^(c)

Net investment income		3.89%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$788,430

Portfolio turnover		19%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.62

Income from investment operations:
Net investment income		.25
Net realized and unrealized gain (loss) on investments ^(e)		(.04	)

Total from investment operations		.21

Net asset value, end of period		$9.83

Total return		2.18%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.08%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.83%	^(c)

Net investment income		3.97%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,735

Portfolio turnover		19%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).


^(e)		Calculation of the net loss per share (both realized and unrealized) does not correlate to the aggregate realized and unrealized gains presented in the Statement of Operations due to the timing of sales and repurchases of Fund shares in relation to fluctuations in the market value of the portfolio.

122p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — Invesco International Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.06
Net realized and unrealized gain on investments		1.63
Increase from payment by affiliate		.01

Total from investment operations		1.70

Less distributions to shareholders from:
Net investment income		(.06	)

Net asset value, end of period		$11.64

Total return		17.11%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.02%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		0.96%	^(d)

Net investment income		0.87%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$1,645,212

Portfolio turnover		17%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.02
Net realized and unrealized gain on investments		1.65
Increase from payment by affiliate		.01

Total from investment operations		1.68

Less distributions to shareholders from:
Net investment income		(.05	)

Net asset value, end of period		$11.63

Total return		16.89%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.29%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.21%	^(d)

Net investment income		0.30%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$456

Portfolio turnover		17%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.08%.


^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(d)		Annualized.


^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 123p

Variable Portfolio — J.P. Morgan Core Bond Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.14
Net realized and unrealized gain on investments		.25

Total from investment operations		.39

Net asset value, end of period		$10.39

Total return		3.90%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.62%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.55%	^(c)

Net investment income		2.12%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,791,930

Portfolio turnover		78%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.15
Net realized and unrealized gain on investments		.22

Total from investment operations		.37

Net asset value, end of period		$10.37

Total return		3.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.87%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.80%	^(c)

Net investment income		2.26%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,173

Portfolio turnover		78%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

124p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — Jennison Mid Cap Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.05
Net realized and unrealized gain on investments		1.31

Total from investment operations		1.36

Net asset value, end of period		$11.36

Total return		13.60%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.91%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.82%	^(c)

Net investment income		0.81%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$839,892

Portfolio turnover		25%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.08
Net realized and unrealized gain on investments		1.25

Total from investment operations		1.33

Net asset value, end of period		$11.33

Total return		13.30%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.16%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.07%	^(c)

Net investment income		1.20%	^(c)

Supplemental Data
Net assets, end of period (in thousands)		$348

Portfolio turnover		25%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 125p

Variable Portfolio — MFS Value Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.10
Net realized and unrealized gain on investments		.66

Total from investment operations		.76

Net asset value, end of period		$10.76

Total return		7.60%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.78%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.64%	^(c)

Net investment income		1.79%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,534,188

Portfolio turnover		13%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.11
Net realized and unrealized gain on investments		.64

Total from investment operations		.75

Net asset value, end of period		$10.75

Total return		7.50%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.04%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.89%	^(c)

Net investment income		1.67%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$365

Portfolio turnover		13%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

126p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — Marsico Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.04
Net realized and unrealized gain on investments		2.02
Increase from payment by affiliate		.00	^(b)

Total from investment operations		2.06

Net asset value, end of period		$12.06

Total return		20.60%	^(c)

Ratios to average net assets ^(d)
Expenses prior to fees waived or expenses reimbursed		0.78%	^(e)

Net expenses after fees waived or expenses reimbursed ^(f)		0.70%	^(e)

Net investment income		0.64%	^(e)

Supplemental data
Net assets, end of period (in thousands)		$1,590,540

Portfolio turnover		44%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.04
Net realized and unrealized gain on investments		2.00
Increase from payment by affiliate		.00	^(b)

Total from investment operations		2.04

Net asset value, end of period		$12.04

Total return		20.40%	^(c)

Ratios to average net assets ^(d)
Expenses prior to fees waived or expenses reimbursed		1.03%	^(e)

Net expenses after fees waived or expenses reimbursed ^(f)		0.95%	^(e)

Net investment income		0.51%	^(e)

Supplemental data
Net assets, end of period (in thousands)		$323

Portfolio turnover		44%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Rounds to less than $0.01 per share.


^(c)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been the same as the total return presented in the table above.


^(d)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(e)		Annualized.


^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 127p

Variable Portfolio — Mondrian International Small Cap Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.12
Net realized and unrealized gain on investments		2.44

Total from investment operations		2.56

Less distributions to shareholders from:
Net investment income		(.10	)

Net asset value, end of period		$12.46

Total return		25.71%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.20%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.20%	^(c)

Net investment income		1.69%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$301,889

Portfolio turnover		15%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.11
Net realized and unrealized gain on investments		2.41

Total from investment operations		2.52

Less distributions to shareholders from:
Net investment income		(.08	)

Net asset value, end of period		$12.44

Total return		25.29%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.43%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.43%	^(c)

Net investment income		1.53%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$6

Portfolio turnover		15%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

128p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — Morgan Stanley Global Real Estate Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.17
Net realized and unrealized gain on investments		1.56
Increase from payment by affiliate		.01

Total from investment operations		1.74

Net asset value, end of period		$11.74

Total return		17.40%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.11%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		0.86%	^(d)

Net investment income		2.48%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$369,366

Portfolio turnover		14%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.16
Net realized and unrealized gain on investments		1.54
Increase from payment by affiliate		.01

Total from investment operations		1.71

Net asset value, end of period		$11.71

Total return		17.10%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.35%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.11%	^(d)

Net investment income		2.16%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$880

Portfolio turnover		14%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.08%.


^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(d)		Annualized.


^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 129p

Variable Portfolio — NFJ Dividend Value Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.25
Net realized and unrealized gain on investments		1.01

Total from investment operations		1.26

Net asset value, end of period		$11.26

Total return		12.60%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.78%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.64%	^(c)

Net investment income		3.73%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,544,544

Portfolio turnover		24%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.25
Net realized and unrealized gain on investments		.99

Total from investment operations		1.24

Net asset value, end of period		$11.24

Total return		12.40%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.03%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.89%	^(c)

Net investment income		3.69%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$183

Portfolio turnover		24%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

130p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — Nuveen Winslow Large Cap Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.01
Net realized and unrealized gain on investments		1.41

Total from investment operations		1.42

Net asset value, end of period		$11.42

Total return		14.20%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.80%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.70%	^(c)

Net investment income		0.18%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,192,955

Portfolio turnover		109%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment loss		(.01	)
Net realized and unrealized gain on investments		1.41

Total from investment operations		1.40

Net asset value, end of period		$11.40

Total return		14.00%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.04%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.95%	^(c)

Net investment loss		(0.12%	) ^(c)

Supplemental data
Net assets, end of period (in thousands)		$42

Portfolio turnover		109%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 131p

Variable Portfolio — Partners Small Cap Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment loss		(.02	)
Net realized and unrealized gain on investments		1.79

Total from investment operations		1.77

Net asset value, end of period		$11.77

Total return		17.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.08%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.07%	^(c)

Net investment loss		(0.24%	) ^(c)

Supplemental data
Net assets, end of period (in thousands)		$483,631

Portfolio turnover		43%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment loss		(.03	)
Net realized and unrealized gain on investments		1.78

Total from investment operations		1.75

Net asset value, end of period		$11.75

Total return		17.50%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.34%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.32%	^(c)

Net investment loss		(0.40%	) ^(c)

Supplemental data
Net assets, end of period (in thousands)		$131

Portfolio turnover		43%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

132p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — PIMCO Mortgage-Backed Securities Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.08
Net realized and unrealized gain on investments		.29

Total from investment operations		.37

Net asset value, end of period		$10.37

Total return		3.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.68%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.55%	^(c)

Net investment income		1.28%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,087,790

Portfolio turnover		1,403%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.08
Net realized and unrealized gain on investments		.28

Total from investment operations		.36

Net asset value, end of period		$10.36

Total return		3.60%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.95%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.80%	^(c)

Net investment income		1.25%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$478

Portfolio turnover		1,403%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 133p

Variable Portfolio — Pyramis ^® International Equity Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.05
Net realized and unrealized gain on investments		1.56

Total from investment operations		1.61

Less distributions to shareholders from:
Net investment income		(.04	)

Net asset value, end of period		$11.57

Total return		16.14%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.06%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.96%	^(c)

Net investment income		0.81%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,019,309

Portfolio turnover		43%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.02
Net realized and unrealized gain on investments		1.57

Total from investment operations		1.59

Less distributions to shareholders from:
Net investment income		(.03	)

Net asset value, end of period		$11.56

Total return		15.92%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.30%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.21%	^(c)

Net investment income		0.22%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$87

Portfolio turnover		43%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

134p VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS

Variable Portfolio — Wells Fargo Short Duration Government Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.02

Income from investment operations:
Net investment income		.11
Net realized and unrealized gain on investments		.06

Total from investment operations		.17

Net asset value, end of period		$10.19

Total return		1.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.62%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.55%	^(c)

Net investment income		1.70%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,574,515

Portfolio turnover		360%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.02

Income from investment operations:
Net investment income		.10
Net realized and unrealized gain on investments		.05

Total from investment operations		.15

Net asset value, end of period		$10.17

Total return		1.50%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.86%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.80%	^(c)

Net investment income		1.57%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$469

Portfolio turnover		360%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(c)		Annualized.


^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

VARIABLE PORTFOLIO FUNDS — 2011 PROSPECTUS 135p

VARIABLE PORTFOLIO FUNDS

P.O. Box 8081

Boston, MA 02266-8081

Additional information about the Funds and their investments is available in the Funds’ SAI and annual and semiannual reports to shareholders. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report, or to request other information about the Funds or to make a shareholder inquiry, contact your financial intermediary or the Funds at 800.345.6611 or through the address listed above.


Investment Company Act File #: 811-22127


	S-6546-99 C (4/11)

Prospectus

(COLUMBIA MANAGEMENT LOGO)



Variable Portfolio – Conservative Portfolio
Variable Portfolio – Moderately Conservative Portfolio
Variable Portfolio – Moderate Portfolio
Variable Portfolio – Moderately Aggressive Portfolio
Variable Portfolio – Aggressive Portfolio

Prospectus April 29, 2011

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.

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.

Not FDIC Insured n May Lose Value n No Bank Guarantee

Table of Contents

SUMMARIES OF THE FUNDS

Investment Objective, 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		24p
Additional Services and Compensation		25p
Payments to Affiliated Insurance Companies		25p
Potential Conflicts of Interest		25p
Additional Management Information		26p
Buying and Selling Shares		27p
Description of Fund Shares		27p
Pricing and Valuing of Fund Shares		27p
Purchasing Shares		28p
Transferring/Selling Shares		28p
Excessive Trading Practices Policy of Non-Money Market Funds		28p
Distributions and Taxes		31p
Financial Highlights		32p
Appendix A: Underlying Funds — Investment Objectives and Strategies		A.1
Appendix B: Underlying Funds — Risks		B.1

2p VARIABLE PORTFOLIOS – 2011 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 (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		0.03%		0.03	%
Acquired fund fees and expenses		0.64%		0.64	%
Total annual fund operating expenses		0.92%		0.92	%
Less: fee waiver/expense reimbursement ^(a)		0.00%		(0.06	%)
Total annual fund and acquired fund fees and expenses after fee waiver/expense reimbursement ^(a)		0.92%		0.86	%


^(a)		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, 2012, 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		5 years		10 years

Class 2	$	94	$	294	$	510	$	1,136
Class 4	$	88	$	281	$	498	$	1,124

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 28% of the average value of its portfolio.

VARIABLE PORTFOLIOS – 2011 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 bar chart and past performance table are not presented because the Fund has not had a full calendar year of operations. The Fund began operations on May 7, 2010. When performance is 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 VARIABLE PORTFOLIOS – 2011 PROSPECTUS

Conservative Portfolio

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Colin J. Lundgren, CFA	Portfolio Manager	May 2010
Gene R. Tannuzzo, CFA	Portfolio Manager	May 2010
Kent M. Bergene	Portfolio Manager	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.

VARIABLE PORTFOLIOS – 2011 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 (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		0.02%		0.02%
Acquired fund fees and expenses		0.69%		0.69%
Total annual fund operating expenses		0.96%		0.96%
Less: fee waiver/expense reimbursement ^(a)		0.00%		(0.06%	)
Total annual fund and acquired fund fees and expenses after fee waiver/expense reimbursement ^(a)		0.96%		0.90%


^(a)		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, 2012, 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		5 years		10 years

Class 2	$	98	$	307	$	533	$	1,185
Class 4	$	92	$	294	$	521	$	1,174

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 29% of the average value of its portfolio.

6p VARIABLE PORTFOLIOS – 2011 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 bar chart and past performance table are not presented because the Fund has not had a full calendar year of operations. The Fund began operations on May 7, 2010. When performance is 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 7p

Moderately Conservative Portfolio

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Colin J. Lundgren, CFA	Portfolio Manager	May 2010
Gene R. Tannuzzo, CFA	Portfolio Manager	May 2010
Kent M. Bergene	Portfolio Manager	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 VARIABLE PORTFOLIOS – 2011 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 (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		0.02%		0.02%
Acquired fund fees and expenses		0.75%		0.75%
Total annual fund operating expenses		1.02%		1.02%
Less: fee waiver/expense reimbursement ^(a)		0.00%		(0.08%	)
Total annual fund and acquired fund fees and expenses after fee waiver/expense reimbursement ^(a)		1.02%		0.94%


^(a)		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, 2012, 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		5 years		10 years

Class 2	$	104	$	325	$	565	$	1,254
Class 4	$	96	$	309	$	549	$	1,239

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 20% of the average value of its portfolio.

VARIABLE PORTFOLIOS – 2011 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 bar chart and past performance table are not presented because the Fund has not had a full calendar year of operations. The Fund began operations on May 7, 2010. When performance is 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 VARIABLE PORTFOLIOS – 2011 PROSPECTUS

Moderate Portfolio

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Colin J. Lundgren, CFA	Portfolio Manager	May 2010
Gene R. Tannuzzo, CFA	Portfolio Manager	May 2010
Kent M. Bergene	Portfolio Manager	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

VARIABLE PORTFOLIOS – 2011 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 (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		0.02%		0.02%
Acquired fund fees and expenses		0.79%		0.79%
Total annual fund operating expenses		1.06%		1.06%
Less: fee waiver/expense reimbursement ^(a)		0.00%		(0.08%	)
Total annual fund and acquired fund fees and expenses after fee waiver/expense reimbursement ^(a)		1.06%		0.98%


^(a)		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, 2012, 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		5 years		10 years

Class 2	$	108	$	338	$	587	$	1,301
Class 4	$	100	$	322	$	571	$	1,286

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 18% of the average value of its portfolio.

12p VARIABLE PORTFOLIOS – 2011 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 bar chart and past performance table are not presented because the Fund has not had a full calendar year of operations. The Fund began operations on May 7, 2010. When performance is 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 13p

Moderately Aggressive Portfolio

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Colin J. Lundgren, CFA	Portfolio Manager	May 2010
Gene R. Tannuzzo, CFA	Portfolio Manager	May 2010
Kent M. Bergene	Portfolio Manager	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 VARIABLE PORTFOLIOS – 2011 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 (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		0.02%		0.02%
Acquired fund fees and expenses		0.82%		0.82%
Total annual fund operating expenses		1.09%		1.09%
Less: fee waiver/expense reimbursement ^(a)		0.00%		(0.10%	)
Total annual fund and acquired fund fees and expenses after fee waiver/expense reimbursement ^(a)		1.09%		0.99%


^(a)		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, 2012, 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		5 years		10 years

Class 2	$	112	$	348	$	604	$	1,338
Class 4	$	101	$	328	$	584	$	1,320

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. During the most recent fiscal year, the Fund’s portfolio turnover rate was 20% of the average value of its portfolio.

VARIABLE PORTFOLIOS – 2011 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 bar chart and past performance table are not presented because the Fund has not had a full calendar year of operations. The Fund began operations on May 7, 2010. When performance is 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 VARIABLE PORTFOLIOS – 2011 PROSPECTUS

Aggressive Portfolio

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Colin J. Lundgren, CFA	Portfolio Manager	May 2010
Gene R. Tannuzzo, CFA	Portfolio Manager	May 2010
Kent M. Bergene	Portfolio Manager	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

VARIABLE PORTFOLIOS – 2011 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 Columbia Management Investment Advisers, LLC (Columbia Management or the investment manager) or an affiliate acts as investment manager or principal underwriter. Columbia Management 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 VARIABLE PORTFOLIOS – 2011 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 800.345.6611.

Equity

Columbia Variable Portfolio – Diversified Equity Income Fund, Columbia Variable Portfolio – Dynamic Equity Fund, Columbia Variable Portfolio – Emerging Markets Opportunity Fund, Columbia Variable Portfolio – International Opportunity Fund, Columbia Variable Portfolio – Large Cap Growth Fund, Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund, Columbia Variable Portfolio – Mid Cap Value Opportunity Fund, Columbia Variable Portfolio – Select Large-Cap Value Fund, Columbia Variable Portfolio – Select Smaller-Cap Value Fund, Variable Portfolio – AllianceBernstein International Value Fund, Variable Portfolio – American Century Growth Fund, Variable Portfolio – Columbia Wanger International Equities Fund, Variable Portfolio – Columbia Wanger U.S. Equities Fund, Variable Portfolio – Davis New York Venture Fund, Variable Portfolio – Goldman Sachs Mid Cap Value 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 – Nuveen Winslow Large Cap Growth Fund, Variable Portfolio – Partners Small Cap Growth Fund, Variable Portfolio – Partners Small Cap Value Fund and Variable Portfolio – Pyramis ^® International Equity Fund.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 19p

Fixed Income

Columbia Variable Portfolio – Diversified Bond Fund, Columbia Variable Portfolio – Global Bond Fund, Columbia Variable Portfolio – Global Inflation Protected Securities Fund, Columbia Variable Portfolio – High Yield Bond Fund, Columbia Variable Portfolio – Income Opportunities Fund, Columbia Variable Portfolio – Limited Duration Credit Fund, Columbia Variable Portfolio – Short Duration U.S. Government 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

Columbia 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.

Liquidity risk is the risk that the derivative instrument may be difficult 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 VARIABLE PORTFOLIOS – 2011 PROSPECTUS

Risks of Underlying Funds. 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 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.

Interest Rate Risk. Interest rate risk is the risk of losses attributable to changes in interest rates. Interest rate risk is generally associated with fixed-income securities: when interest rates rise, the prices generally fall. In general, the longer the maturity or duration of a fixed-income security, 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 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 21p

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.

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/Emerging Markets 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.

22p VARIABLE PORTFOLIOS – 2011 PROSPECTUS

Calculation of Annual Fund Operating Expenses. Annual fund operating expenses are based on expenses incurred during the Fund’s most recently completed fiscal year and are expressed as a percentage (expense ratio) of the Fund’s average net assets during the fiscal period. The expense ratios are adjusted to reflect current fee arrangements, but are not adjusted to reflect the Fund’s average net assets as of a different period or a different point in time, as the Fund’s asset levels will fluctuate. In general, the Fund’s expense ratios 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 Funds’ operating expenses that would otherwise result because of a decrease in the Funds’ 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, 2012			until April 30, 2012
	(excluding acquired fund			(including acquired fund
Fund	*fees and expenses)**			*fees and expenses)**
Conservative Portfolio		0.32	%		0.86	%
Moderately Conservative Portfolio		0.32	%		0.90	%
Moderate Portfolio		0.32	%		0.94	%
Moderately Aggressive Portfolio		0.32	%		0.98	%
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.

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 the Fund’s SAI, its annual and semiannual reports as well as Appendix A and Appendix B.

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 under “Fees and Expenses of the Fund” that appear in each Summary of the Funds, they are reflected in the total return of the Fund.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 23p

Portfolio Turnover. Trading of securities may produce capital gains, which are taxable to shareholders as ordinary income or capital gain 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. The Fund’s historical portfolio turnover rate, which measures how frequently the Fund buys and sells investments, is shown in the “Financial Highlights.”

Directed Brokerage. The Funds’ Board has 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

Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), formerly known as RiverSource Investments, LLC, 225 Franklin Street, Boston, MA 02110, is the investment manager to the Columbia, RiverSource, Seligman and Threadneedle funds, including the Variable Portfolio Funds (the Fund Family), and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). In addition to managing investments for the Fund Family, Columbia Management manages investments for itself and its affiliates. For institutional clients, Columbia Management 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, Columbia Management seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information.

The Funds do not pay Columbia Management 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 is available in the Funds’ annual shareholder report for the fiscal year ended Dec. 31, 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.


•	Senior Vice President and Head of Fixed Income.


•	Joined the investment manager 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 the investment manager 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, Portfolio Manager


•	Managed the Funds since May 2010.


•	Joined the investment manager in 1981.


•	Vice President, Mutual Fund Products, 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 VARIABLE PORTFOLIOS – 2011 PROSPECTUS

ADDITIONAL SERVICES AND COMPENSATION

In addition to acting as the Funds’ investment manager, Columbia Management and its affiliates also receive compensation for providing other services to the Funds.

Administration Services. Columbia Management, 225 Franklin Street, Boston, MA 02110, 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. Columbia Management Investment Distributors, Inc. (formerly known as RiverSource Fund Distributors, Inc.), 225 Franklin Street, Boston, MA 02110, Inc., (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). Columbia Management 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 products, 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 Columbia Management 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 Columbia Management, 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 25p

ADDITIONAL MANAGEMENT INFORMATION

Manager of Managers Exemption. The Fund Family has received an order from the Securities and Exchange Commission that permits Columbia Management, 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. Columbia Management 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, Columbia Management does not consider any other relationship it or its affiliates may have with a subadviser, and Columbia Management discloses to the Board the nature of any material relationships it has with a subadviser or its affiliates.

Affiliated Products. Columbia Management serves as investment manager to all funds in the Fund Family, including those that are structured to provide asset-allocation services to shareholders of those funds, including the Funds, (funds of funds) by investing in shares of other funds in the Fund Family (collectively referred to as underlying funds) and to discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in underlying funds. These affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of the underlying funds, and Columbia Management seeks to balance potential conflicts between the affiliated products and the underlying funds in which they invest. The affiliated products’ investment in the underlying funds may also have the effect of creating economies of scale (including lower expense ratios) because the affiliated products may own substantial portions of the shares of underlying funds and, comparatively, a redemption of underlying fund shares by one or more affiliated products could cause the expense ratio of an underlying fund to increase as its fixed costs would be spread over a smaller asset base. Because of these large positions of the affiliated products, the underlying funds may experience relatively large purchases or redemptions. Although Columbia Management may seek to minimize the impact of these transactions, for example, by structuring them over a reasonable period of time or through other measures, underlying funds may experience increased expenses as they buy and sell securities to manage these transactions. When Columbia Management structures transactions over a reasonable period of time in order to manage the potential impact of the buy and sell decisions for the affiliated products, these affiliated products, including funds of funds, may pay more or less for shares of the underlying funds than if the transactions were executed in one transaction. In addition, substantial redemptions by the affiliated products within a short period of time could require the underlying 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 underlying fund to realize a loss. Substantial redemptions may also adversely affect the ability of the investment manager to implement the underlying fund’s investment strategy. Columbia Management also has an economic conflict of interest in determining the allocation of the affiliated products’ assets among the underlying funds as it earns different fees from the underlying funds. Columbia Management monitors expense levels of the Funds and is committed to offering funds that are competitively priced. Columbia Management reports to the Board of each fund of funds 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.

26p VARIABLE PORTFOLIOS – 2011 PROSPECTUS

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 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 Columbia Management Investment 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

FUNDamentals ^TM

NAV Calculation

Each of the Fund’s share classes calculates its NAV as follows:


		(Value of assets of the share class)
NAV=		— (Liabilities of the share class)
		Number of outstanding shares of the class

FUNDamentals ^TM

Business Days

A business day is any day that the New York Stock Exchange (NYSE) is open. A business day ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE closes early, the business day ends as of the time the NYSE closes. On holidays and other days when the NYSE is closed, the Fund’s net asset value is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund’s assets may still be affected on such days to the extent that underlying funds hold foreign securities that trade on days that foreign securities markets are open.

The underlying funds’ equity securities are valued primarily on the basis of market quotations reported on stock exchanges and other securities markets around the world. If an equity security is listed on a national exchange, the security is valued at the closing price or, if the closing price is not readily available, the mean of the closing bid and asked prices. Certain equity securities, debt securities and other assets are valued differently. For instance, bank loans trading in the secondary market are valued primarily on the basis of indicative bids, fixed-income investments maturing in 60 days or less are valued primarily using the amortized cost method and those maturing in excess of 60 days are valued at the readily available market price, if available. Investments in other open-end funds are valued at their NAVs. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored pursuant to a policy approved by the underlying fund’s Board. For money market funds, investments are valued at amortized cost, which approximates market value.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 27p

If a market price isn’t readily available or is deemed not to reflect market value, the underlying fund will determine the price of the security held by the underlying fund based on a determination of the security’s fair value pursuant to a policy approved by the underlying fund’s Board. In addition, the underlying fund may use fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the underlying fund’s share price is calculated. Foreign exchanges typically close before the time at which underlying fund share prices are calculated, and may be closed altogether on some days when the underlying fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earning announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or foreign market fluctuations. The underlying fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security’s market price is readily available and reflective of market value and, if not, the fair value of the security.

To the extent an underlying fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, or tax-exempt, foreign or other securities that may trade infrequently, fair valuation may be used more frequently than for other funds. Fair valuation may have the effect of reducing stale pricing arbitrage opportunities presented by the pricing of underlying fund shares. However, when the underlying fund uses fair valuation to price securities, it may value those securities higher or lower than another fund would have priced the security. Also, the use of fair valuation may cause the underlying fund’s performance to diverge to a greater degree from the performance of various benchmarks used to compare the underlying fund’s performance because benchmarks generally do not use fair valuation techniques. Because of the judgment involved in fair valuation decisions, there can be no assurance that the value ascribed to a particular security is accurate. The underlying funds have retained one or more independent fair valuation pricing services to assist in the fair valuation process for foreign securities.

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.

EXCESSIVE TRADING PRACTICES POLICY OF NON-MONEY MARKET FUNDS

Right to Reject or Restrict Share Transaction Orders — Each Fund is intended for investors with long-term investment purposes and is not intended as a vehicle for frequent trading activity (market timing) that is excessive. Investors should transact in Fund shares primarily for investment purposes. The Board has adopted excessive trading policies and procedures that are designed to deter excessive trading by investors (the Excessive Trading Policies and Procedures). The Funds discourage and do not accommodate excessive trading.

28p VARIABLE PORTFOLIOS – 2011 PROSPECTUS

Each Fund reserves the right to reject, without any prior notice, any buy or transfer order for any reason, and will not be liable for any loss resulting from rejected orders. For example, the Fund may in its discretion restrict or reject a buy or transfer order even if the transaction is not subject to the specific transfer limitation described below if the Fund or its agents determine that accepting the order could interfere with efficient management of the Fund’s portfolio or is otherwise contrary to the Fund’s best interests. The Excessive Trading Policies and Procedures apply equally to buy or transfer transactions communicated directly to the transfer agent and to those received by selling and/or servicing agents, which includes the affiliated insurance companies.

Specific Buying and Transferring Limitations — If a Fund detects that an investor has made two “material round trips” in any 28-day period, it will generally reject the investor’s future buy orders, including transfer buy orders, involving any Fund. For these purposes, a “round trip” is a purchase or transfer into the Fund followed by a sale or transfer out of the Fund, or a sale or transfer out of the Fund followed by a purchase or transfer into the Fund. A “material” round trip is one that is deemed by the Fund to be material in terms of its amount or its potential detrimental impact on the Fund. Independent of this limit, the Fund may, in its discretion, reject future buy orders by any person, group or account that appears to have engaged in any type of excessive trading activity.

These limits generally do not apply to automated transactions or transactions by registered investment companies that invest in underlying funds using a “fund-of-funds” structure. These limits do not apply to payroll deduction contributions by retirement plan participants, transactions initiated by a retirement plan sponsor or certain other retirement plan transactions consisting of rollover transactions, loan repayments and disbursements, and required minimum distribution redemptions. They may be modified or rescinded for accounts held by certain retirement plans to conform to plan limits, for considerations relating to the Employee Retirement Income Security Act of 1974 or regulations of the Department of Labor, and for certain asset allocation or wrap programs. Accounts known to be under common ownership or control generally will be counted together, but accounts maintained or managed by a common intermediary generally will not be considered to be under common ownership or control. The Fund retains the right to modify these restrictions at any time without prior notice to shareholders.

Limitations on the Ability to Detect and Prevent Excessive Trading Practices — The Fund takes various steps designed to detect and prevent excessive trading, including daily review of available shareholder transaction information. However, the Fund receives buy, sell and transfer orders through selling and/or servicing agents, and cannot always know of or reasonably detect excessive trading that may be facilitated by selling and/or servicing agents or by the use of the omnibus account arrangements they offer. Omnibus account arrangements are common forms of holding shares of mutual funds, particularly among certain selling and/or servicing agents such as broker/dealers, retirement plans and variable insurance products. These arrangements often permit selling and/or servicing agents to aggregate their clients’ transactions and accounts, and in these circumstances, the identity of the shareholders is often not known to the Fund.

Risks of Excessive Trading — Excessive trading creates certain risks to the Fund’s long-term shareholders and may create the following adverse effects:


•	negative impact on the Fund’s performance;


•	potential dilution of the value of the Fund’s shares;


•	interference with the efficient management of the Fund’s portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold;


•	losses on the sale of investments resulting from the need to sell securities at less favorable prices;


•	increased taxable gains to the Fund’s remaining shareholders resulting from the need to sell securities to meet sell orders; and


•	increased brokerage and administrative costs.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 29p

The assets of the Funds consist primarily of shares of underlying funds. Underlying funds may be more susceptible to the risks of market timing. To the extent that the underlying funds invest significantly in foreign securities traded on markets that close before the underlying fund’s valuation time, it may be particularly susceptible to dilution as a result of excessive trading. Because events may occur after the close of foreign markets and before the underlying fund’s valuation time that influence the value of foreign securities, investors may seek to trade underlying fund shares in an effort to benefit from their understanding of the value of foreign securities as of the underlying fund’s valuation time. This is often referred to as price arbitrage. The underlying funds have adopted procedures designed to adjust closing market prices of foreign securities under certain circumstances to reflect what the underlying fund believes to be the fair value of those securities as of its valuation time. To the extent the adjustments don’t work fully, investors engaging in price arbitrage may cause dilution in the value of the underlying fund’s shares held by other shareholders.

Similarly, to the extent that the underlying funds invest significantly in thinly traded high-yield bonds (junk bonds) or equity securities of small-capitalization companies, because these securities are often traded infrequently, investors may seek to trade the underlying fund’s shares in an effort to benefit from their understanding of the value of these securities. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the underlying fund’s portfolio to a greater degree than would be the case for mutual funds that invest in highly liquid securities, in part because the underlying fund may have difficulty selling those portfolio securities at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also cause dilution in the value of underlying fund’s shares held by other shareholders, including the Funds. 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.

30p VARIABLE PORTFOLIOS – 2011 PROSPECTUS

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 investments 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 31p

Financial Highlights

The financial highlights tables are intended to help you understand each Fund’s financial performance. Certain information reflects financial results for a single Fund share. Per share net investment income (loss) amounts are calculated based on average shares outstanding during the period. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in each Fund (assuming reinvestment of all dividends and distributions, if any). Total returns do not reflect payment of expenses that apply to the subaccounts or contract charges, if any, and are not annualized for periods of less than one year. Inclusion of these charges would reduce total return for all periods shown. The information has been derived from the financial statements audited by the Fund’s Independent Registered Public Accounting Firm Ernst & Young LLP, whose report, along with each Fund’s financial statements and financial highlights, is included in the annual report which, if not included with this prospectus, is available upon request.

Conservative Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.93

Income from investment operations:
Net investment income (loss)		.04
Net gains (losses) (both realized and unrealized)		.55

Total from investment operations		.59

Net asset value, end of period		$10.52

Total return		5.94%

Ratios to average net assets ^(b)
Total expenses		.28%	^(c)

Net investment income (loss)		.55%	^(c)

Supplemental data
Net assets, end of period (in millions)		$238

Portfolio turnover rate		28%



	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.93

Income from investment operations:
Net investment income (loss)		.12
Net gains (losses) (both realized and unrealized)		.47

Total from investment operations		.59

Net asset value, end of period		$10.52

Total return		5.94%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.28%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.22%	^(c)

Net investment income (loss)		1.84%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,840

Portfolio turnover rate		28%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

32p VARIABLE PORTFOLIOS – 2011 PROSPECTUS


		Moderately Conservative Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		.75

Total from investment operations		.78

Net asset value, end of period		$10.77

Total return		7.81%

Ratios to average net assets ^(b)
Total expenses		.27%	^(c)

Net investment income (loss)		.43%	^(c)

Supplemental data
Net assets, end of period (in millions)		$639

Portfolio turnover rate		29%



	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.10
Net gains (losses) (both realized and unrealized)		.69

Total from investment operations		.79

Net asset value, end of period		$10.78

Total return		7.91%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.28%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.21%	^(c)

Net investment income (loss)		1.52%	^(c)

Supplemental data
Net assets, end of period (in millions)		$4,096

Portfolio turnover rate		29%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 33p

Moderate Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		.99

Total from investment operations		1.02

Net asset value, end of period		$11.01

Total return		10.21%

Ratios to average net assets ^(b)
Total expenses		.27%	^(c)

Net investment income (loss)		.46%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2,209

Portfolio turnover rate		20%



	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.10
Net gains (losses) (both realized and unrealized)		.92

Total from investment operations		1.02

Net asset value, end of period		$11.01

Total return		10.21%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.27%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.20%	^(c)

Net investment income (loss)		1.53%	^(c)

Supplemental data
Net assets, end of period (in millions)		$15,503

Portfolio turnover rate		20%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

34p VARIABLE PORTFOLIOS – 2011 PROSPECTUS

Moderately Aggressive Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		1.17

Total from investment operations		1.20

Net asset value, end of period		$11.19

Total return		12.01%

Ratios to average net assets ^(b)
Total expenses		.27%	^(c)

Net investment income (loss)		.43%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,310

Portfolio turnover rate		18%



	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.08
Net gains (losses) (both realized and unrealized)		1.13

Total from investment operations		1.21

Net asset value, end of period		$11.20

Total return		12.11%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.27%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.20%	^(c)

Net investment income (loss)		1.18%	^(c)

Supplemental data
Net assets, end of period (in millions)		$9,941

Portfolio turnover rate		18%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

VARIABLE PORTFOLIOS – 2011 PROSPECTUS 35p

Aggressive Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.90

Income from investment operations:
Net investment income (loss)		.01
Net gains (losses) (both realized and unrealized)		1.38

Total from investment operations		1.39

Net asset value, end of period		$11.29

Total return		14.04%

Ratios to average net assets ^(b)
Total expenses		.27%	^(c)

Net investment income (loss)		.19%	^(c)

Supplemental data
Net assets, end of period (in millions)		$284

Portfolio turnover rate		20%



	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.90

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		1.36

Total from investment operations		1.39

Net asset value, end of period		$11.29

Total return		14.04%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.28%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.17%	^(c)

Net investment income (loss)		.46%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2,618

Portfolio turnover rate		20%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

36p VARIABLE PORTFOLIOS – 2011 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. Columbia Management 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 800.345.6611. Read the prospectus carefully before you invest.


Underlying Funds		Investment Objectives and Strategies
Equity Funds

Columbia Variable Portfolio – Diversified Equity Income Fund		The Fund seeks to provide shareholders with a high level of current income and, as a secondary objective, steady growth of capital. 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 (including the amount of any borrowings for investment purposes) 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.

Columbia Variable Portfolio – Dynamic Equity Fund		The Fund seeks capital appreciation. 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.

Columbia Variable Portfolio – Emerging Markets Opportunity Fund		The Fund seeks to provide shareholders with long-term capital growth. 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 (including the amount of any borrowings for investment purposes) 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.

Columbia Variable Portfolio – International Opportunity Fund		The Fund seeks to provide shareholders with capital appreciation. 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.

Columbia Variable Portfolio – Large Cap Growth Fund		The Fund seeks to provide shareholders with long-term capital growth. 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 companies that fall within the range of the Russell 1000 Growth Index. 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS A.1


Underlying Funds		Investment Objectives and Strategies
Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund		The Fund seeks to provide shareholders with growth of capital. Under normal market conditions, the Fund will invest at least 80% of its net assets (including the amount of any borrowings for investment purposes) at the time of purchase in the common stocks of mid-capitalization companies. 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 ^® 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.

Columbia Variable Portfolio – Mid Cap Value Opportunity Fund		The Fund seeks to provide shareholders with long-term growth of capital. 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.

Columbia Variable Portfolio – Select Large-Cap Value Fund		The Fund seeks to provide shareholders with long-term growth of capital. 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 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.

Columbia Variable Portfolio – Select Smaller-Cap Value Fund		The Fund seeks to provide shareholders with long-term capital growth. The Fund’s assets primarily are invested in equity securities. 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 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.

Variable Portfolio – AllianceBernstein International Value Fund		The Fund seeks to provide shareholders with long-term capital growth. 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.

Variable Portfolio – American Century Growth Fund		The Fund seeks to provide shareholders with long-term capital growth. 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.

A.2 VARIABLE PORTFOLIOS – 2011 PROSPECTUS


Underlying Funds		Investment Objectives and Strategies
Variable Portfolio – Columbia Wanger International Equities Fund		The Fund seeks to provide shareholders with long-term capital growth. Under normal market conditions, at least 80% of the Fund’s net assets (including the amount of any borrowings for investment purposes) will be invested in equity securities. 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) and invests a majority of its net assets in small - and mid-sized companies.

Variable Portfolio – Columbia Wanger U.S. Equities Fund		The Fund seeks to provide shareholders with long-term capital 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. 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.

Variable Portfolio – Davis New York Venture Fund		The Fund seeks to provide shareholders with long-term capital growth. 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.

Variable Portfolio – Goldman Sachs Mid Cap Value Fund		The Fund seeks to provide shareholders with long-term growth of capital. 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 ^® Value Index (the Index). The market capitalization range and the composition of the Index are subject to change.

Variable Portfolio – Invesco International Growth Fund		The Fund seeks to provide shareholders with long-term capital growth. 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.

Variable Portfolio – Jennison Mid Cap Growth Fund		The Fund seeks to provide shareholders with long-term capital growth. 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 ^® Growth Index. Up to 25% of the Fund’s net assets may be invested in foreign investments.

Variable Portfolio – Marsico Growth Fund		The Fund seeks to provide shareholders with long-term capital 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.

Variable Portfolio – MFS Value Fund		The Fund seeks to provide shareholders with long-term capital 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS A.3


Underlying Funds		Investment Objectives and Strategies
Variable Portfolio – Mondrian International Small Cap Fund		The Fund seeks to provide shareholders with long-term capital growth. 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.

Variable Portfolio – Morgan Stanley Global Real Estate Fund		The Fund seeks to provide shareholders with current income and capital appreciation. 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.

Variable Portfolio – NFJ Dividend Value Fund		The Fund seeks to provide shareholders with long-term growth of capital and income. 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.

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund		The Fund seeks to provide shareholders with long-term capital growth. 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 U.S. companies with market capitalizations in excess of $4 billion at the time of purchase. The Fund may invest up to 20% of its net assets in non-U.S. equity securities.

Variable Portfolio – Partners Small Cap Growth Fund		The Fund seeks to provide shareholders with long-term capital growth. 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 ^® Growth Index (the Index). Up to 25% of the Fund’s net assets may be invested in foreign investments.

Variable Portfolio – Partners Small Cap Value Fund		The Fund seeks to provide shareholders with long-term capital appreciation. 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 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 ^® Value Index. The Fund may invest up to 25% of its net assets in foreign investments.

Variable Portfolio – Pyramis ^® International Equity Fund		The Fund seeks to provide shareholders with long-term growth of capital. Under normal market conditions, at least 80% of the Fund’s net assets (including the amount of any borrowings for investment purposes) will be 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.

A.4 VARIABLE PORTFOLIOS – 2011 PROSPECTUS


Underlying Funds		Investment Objectives and Strategies
Fixed Income Funds

Columbia Variable Portfolio – Diversified Bond Fund		The Fund seeks to provide shareholders with a high level of current income while attempting to conserve the value of the investment for 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. 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.

Columbia Variable Portfolio – Global Bond Fund		The Fund seeks to provide shareholders with high total return through income and growth of capital. 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 (including the amount of any borrowings for investment purposes) 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).

Columbia Variable Portfolio – Global Inflation Protected Securities Fund		The Fund seeks to provide shareholders with total return that exceeds the rate of inflation over the long-term. The Fund is a non-diversified fund that, under normal market conditions, invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in inflation-protected debt securities. These securities include inflation-indexed bonds of varying maturities issued by U.S. and non-U.S. governments, their agencies or instrumentalities, and U.S. and non-U.S. corporations. The Fund currently intends to focus on inflation-protected debt securities issued by U.S. or foreign governments. At the time of purchase, 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.

Columbia Variable Portfolio – High Yield Bond Fund		The Fund seeks to provide shareholders with high current income as its primary objective and, as its secondary objective, capital growth. 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 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS A.5


Underlying Funds		Investment Objectives and Strategies
Columbia Variable Portfolio – Income Opportunities Fund		The Fund seeks to provide shareholders with a high total return through current income and capital appreciation. 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

Columbia Variable Portfolio – Limited Duration Credit Fund		The Fund seeks to provide shareholders with a level of current income consistent with preservation of capital. Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in credit-related bonds and other debt securities. The Fund will primarily invest in debt securities with short- and intermediate-term maturities. The Fund will primarily invest in credit-related bonds, such as corporate bonds, and agency, sovereign, supranational and local authority bonds. 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.

Columbia Variable Portfolio – Short Duration U.S. Government Fund		The Fund seeks to provide shareholders with a high level of current income and safety of principal consistent with an investment in U.S. government and government agency securities. 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 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.

Variable Portfolio – American Century Diversified Bond Fund		The Fund seeks to provide shareholders with a high level of current income. 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.

Variable Portfolio – Eaton Vance Floating-Rate Income Fund		The Fund seeks to provide shareholders with a high level of current income. 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.

A.6 VARIABLE PORTFOLIOS – 2011 PROSPECTUS


Underlying Funds		Investment Objectives and Strategies
Variable Portfolio – J.P. Morgan Core Bond Fund		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. 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 – PIMCO Mortgage-Backed Securities Fund		The Fund seeks to provide shareholders with total return through current income and capital appreciation. 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 – Wells Fargo Short Duration Government Fund		The Fund seeks to provide shareholders with current income consistent with capital preservation. 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

Columbia Variable Portfolio – Cash Management Fund		The Fund seeks to provide shareholders with maximum current income consistent with liquidity and stability of principal. 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS A.7

Appendix B

UNDERLYING FUNDS — RISKS

Many factors affect the performance of the Funds. Each Fund’s share price changes daily based on the performance of the underlying funds in which it invests. The ability of each Fund to meet its investment objective is directly related to its allocation among underlying funds and the ability of those underlying funds to meet their investment objectives. The following is a brief description of some 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.

Concentration Risk. Investments that are concentrated in a particular issuer, geographic region, or sector will make an underlying fund’s portfolio value more susceptible to the events or conditions impacting the issuer, geographic region or sector. Because of the underlying fund’s concentration, its overall value may decline to a greater degree than if the fund held a less concentrated portfolio. The more a fund diversifies, the more it spreads 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 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.

Counterparty Risk. 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 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.

B.1 VARIABLE PORTFOLIOS – 2011 PROSPECTUS

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.

Dividend and Income Risk. The income shareholders receive from the fund is based primarily on dividends and interest it earns from its investments as well as gains the fund receives from selling portfolio securities, each of which can vary widely over the short and long-term. The dividend income from a Fund’s investments in equity securities will be influenced by both general economic activity and issuer-specific factors. In the event of a recession or adverse events affecting a specific industry or issuer, the issuers of the equity securities held by a fund may reduce the dividends paid on such securities.

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 underlying fund’s expenses and similar expenses incurred through ownership of the ETF.

Focused Portfolio Risk. The underlying fund, because it may invest in a limited number of companies, 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, political or social developments or other events or conditions 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, regulatory or other events or conditions 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.

Highly Leveraged Transactions Risk. The loans or other 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, or subadviser, as the case may be, 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS B.2

High-Yield Securities Risk. Non-investment grade loans or other debt 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 other debt securities may experience greater price fluctuations and are subject to a greater risk of loss than investment grade loans or securities. A default or expected default of a loan could also make it difficult for the underlying fund to sell the loan at a price approximating the value previously placed on it.

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 industry will make the underlying fund’s portfolio value more susceptible to the events or conditions impacting that particular industry (i.e., if an underlying fund 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. Income earned by a shareholder depends on the amount of principal invested, and that principal will not grow with inflation unless the shareholder 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 the underlying 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 underlying fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the underlying fund is able to do so. In addition, as the underlying fund increases in size, the impact of IPOs on the underlying 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.

Infrastructure-Related Companies Risk. Investments in infrastructure-related securities have greater exposure to adverse economic, regulatory, political, legal, and other changes affecting the issuers of such securities. Infrastructure-related businesses are subject to a variety of factors that may adversely affect their business or operations including high interest costs in connection with capital construction programs, costs associated with environmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition from other providers of services, uncertainties concerning availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Additionally, infrastructure-related entities may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers, service interruption and/or legal challenges due to environmental, operational or other mishaps and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards. There is also the risk that corruption may negatively affect publicly-funded infrastructure projects, especially in foreign markets, resulting in work stoppage, delays and cost overruns.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the underlying fund’s performance. 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 events, conditions or factors.

B.3 VARIABLE PORTFOLIOS – 2011 PROSPECTUS

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 creates certain risks for underlying funds shareholders, including the greater likelihood of higher volatility of the underlying fund’s return, and its net asset value. Changes in the value of the Fund’s portfolio securities will have a disproportionate effect on the net asset value per share when leverage is used. 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. 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.

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 and for certain specialized instruments such as floating rate loans, which tend to be more vulnerable than large companies to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause a fund to underperform other mutual funds if that style falls out of favor with the market.

Master Limited Partnership Risk. Investments in securities (units) of master limited partnerships involve risks that differ from an investment in common stock. Holders of the units have more limited control and limited rights to vote on matters affecting the partnership. There are also certain tax risks associated with an investment. In addition, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of a master limited partnership, including a conflict arising as a result of incentive distribution payments.

Mid-Sized Company Risk. Investments in mid-sized companies often involve greater risks than investments in larger, more established companies because mid-sized companies tend to have less predictable earnings and may lack the management experience, financial resources, product diversification and competitive strengths of larger companies. Securities of mid-sized companies may trade on the over-the-counter market 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.

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 has a greater effect on the underlying fund’s performance, underlying funds may be more exposed to the risks of loss and volatility than a fund that invests more broadly.

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 spreads, the portfolio managers may not be able to invest 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 portfolio managers 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 use quantitative methods that 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 underlying funds to achieve their objectives.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS B.4

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). 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.

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

Country risk includes the risks associated with the political, social, economic, and other conditions or events occurring in 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 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 risks associated with the clearing and settling of trades. Holding securities with local agents and depositories also has risks. 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, which are less reliable than the U.S. markets. 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.

Sector Risk. If an underlying fund emphasizes one or more economic sectors or industries, it may be more susceptible to the financial, market or economic conditions or events affecting the particular issuers, sectors or industries in which it invests than funds that do not so emphasize. The more an underlying fund diversifies its investments, 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 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. Securities of small and medium-sized companies may trade on the over-the-counter market or on regional securities exchanges and the frequency and volume of their trading may be 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. Securities of small capitalization companies may trade on the over-the-counter market 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 Fund Risk. The fund currently has less assets than larger funds, and like other relatively small funds, large inflows and outflows may impact the fund’s market exposure for limited periods of time, causing the fund’s performance to vary from that of the fund’s model portfolio. This impact may be positive or negative, depending on the direction of market movement during the period affected. The fund does not generally limit large inflows and outflows, but it has policies in place which seek to reduce the impact of these flows where Nuveen has prior knowledge of them.

B.5 VARIABLE PORTFOLIOS – 2011 PROSPECTUS

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.

Tax Risk. As a regulated investment company, a fund must derive at least 90% of its gross income for each taxable year from sources treated as “qualifying income” under the Internal Revenue Code of 1986, as amended. The Fund currently intends to take positions in forward currency contracts with notional value exceeding 80% of the Fund’s total net assets. Although foreign currency gains currently constitute “qualifying income,” the Treasury Department has the authority to issue regulations excluding from the definition of “qualifying income” a fund’s foreign currency gains not “directly related” to its “principal business” of investing in stocks or securities (or options and futures with respect thereto). Such regulations might treat gains from some of the Fund’s foreign currency-denominated positions as not “qualifying income” and there is a remote possibility that such regulations might be applied retroactively, in which case, the Fund might not qualify as a regulated investment company for one or more years. In the event the Treasury Department issues such regulations, the Fund’s Board of Directors may authorize a significant change in investment strategy or Fund liquidation.

Technology and Technology-Related Investment Risk. An underlying fund will invest a substantial portion of its assets in technology and technology-related companies. The market prices of technology and technology-related stocks tend to exhibit a greater degree of market risk and price volatility than other types of investments. These stocks may fall in and out of favor with investors rapidly, which may cause sudden selling and dramatically lower market prices. These stocks also may be affected adversely by changes in technology, consumer and business purchasing patterns, government regulation and/or obsolete products or services. In addition, a rising interest rate environment tends to negatively affect technology and technology-related companies. In such an environment, those companies with high market valuations may appear less attractive to investors, which may cause sharp decreases in the companies’ market prices. Further, those technology or technology-related companies seeking to finance their expansion would have increased borrowing costs, which may negatively impact their earnings. As a result, these factors may negatively affect the performance of the underlying fund. Finally, the underlying fund may be susceptible to factors affecting the technology and technology-related industries, and the underlying fund’s net asset value may fluctuate more than a fund that invests in a wider range of industries. Technology and technology-related companies are often smaller and less experienced companies and may be subject to greater risks than larger companies, such as limited product lines, markets and financial and managerial resources. These risks may be heightened for technology companies in foreign markets.

The underlying fund seeks to limit risk by allocating investments among different sectors within the technology industry, as well as among different foreign markets. Allocating among a number of sectors reduces the effect the performance of any one sector or events in any one country will have on the underlying fund’s entire investment portfolio. However, a decline in the value of one of the underlying fund’s investments may offset potential gains from other investments.

Value Securities Risk. Value securities involve the risk that they may never reach what the portfolio managers believe is their full market value either because the market fails to recognize the stock’s intrinsic worth or the portfolio managers 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.

VARIABLE PORTFOLIOS – 2011 PROSPECTUS B.6

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Additional information about the Funds and their investments is available in the Funds’ SAI, annual and semiannual reports. In the Funds’ annual report you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report, or to request other information about the Funds or to make a shareholder inquiry, contact your financial intermediary or the Funds directly through the address or telephone number below.

P.O. Box 8081

Boston, MA 02266-8081

800.345.6611

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 columbiamanagement.com.

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 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


(COLUMBIA MANAGEMENT LOGO)	S-6534-99 D (4/11)

Prospectus

Columbia Variable Portfolio – Core Equity Fund

(prior to May 2, 2011 known as RiverSource Variable Portfolio – Core Equity Fund)

 

Prospectus April 29, 2011

Columbia Variable Portfolio – Core Equity Fund seeks to provide shareholders with long-term growth of capital.

This Fund is closed to new investors.

Please remember that you may not buy (nor will you own) shares of the Fund directly. You invest by owning RiverSource Variable Annuity Fund A or RiverSource Variable Annuity Fund B and allocating your purchase payments to the variable account that invests in the Fund.

Not FDIC Insured - May Lose Value - No Bank Guarantee

Table of Contents


Summary of the Fund
Investment Objective		3p
Fees and Expenses of the Fund		3p
Principal Investment Strategies of the Fund		4p
Principal Risks of Investing in the Fund		4p
Past Performance		5p
Fund Management		6p
Buying and Selling Shares		6p
Tax Information		7p
Financial Intermediary Compensation		7p
More Information about the Fund		8p
Investment Objective		8p
Principal Investment Strategies of the Fund		8p
Principal Risks of Investing in the Fund		9p
More about Annual Fund Operating Expenses		10p
Other Investment Strategies and Risks		11p
Fund Management and Compensation		14p
Buying and Selling Shares		16p
Pricing and Valuing of Fund Shares		16p
Purchasing Shares		18p
Transferring/Selling Shares		18p
Distributions and Taxes		19p
Financial Highlights		20p

2p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

Summary of the Fund

INVESTMENT OBJECTIVE

Columbia Variable Portfolio — Core Equity Fund (the Fund) seeks to provide shareholders with long-term growth of capital.

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 and allocate your purchase payments to the variable account that invests in the Fund. The table does not reflect any charges or expenses imposed by insurance companies on variable accounts or contracts. If such sales charges or expenses had been included, the expenses set forth below would be higher.

Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)


Management fees			0.40%
Distribution and/or service (12b-1) fees			0.00%
Other expenses			0.05%
Total annual fund operating expenses			0.45%
Less: Fee waiver/expense reimbursement ^(a)			(0.05%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)			0.40%


^(a)		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) indefinitely. 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 0.40%.

Example

This 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 variable account 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 as indicated in the preceding table. The Example does not reflect the charges or expenses that apply to the variable account or the contract. Inclusion of such charges or expenses 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		5 years		10 years
$	41	$	129	$	225	$	508

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 3p

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 with market capitalizations greater than $5 billion at the time of purchase or that are within the market capitalization range of companies in the S&P 500 Index (the Index) at the time of purchase. The market capitalization range and composition of the Index are subject to change. 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 falls below the market capitalization of the smallest company held within the Index.

In pursuit of the Fund’s objective, the investment manager uses quantitative analysis to evaluate the relative attractiveness of potential investments by considering a variety of factors which may include, among others, valuation, quality and momentum. The Fund’s investment strategy may involve frequent trading of portfolio securities. This may cause the Fund to incur higher transaction costs (which may adversely affect the Fund’s performance). The Fund may invest in derivatives, such as futures contracts, for investment purposes, for risk management (hedging) purposes and 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:

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

4p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

Derivatives Risk — Futures Contracts. The Fund may enter into futures contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s performance has varied for each full calendar year shown on the bar chart; and

•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table.

The Fund’s returns do not reflect expenses that apply to the variable accounts and contracts. Inclusion of these charges would reduce total returns for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll-free 800.345.6611.

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 5p

ANNUAL TOTAL RETURNS

30% 20% 10% 0% -10% -20% -30% -40% -50% +6.57% +15.79% +3.32% -41.62% +24.40% +16.76% 2005 2006 2007 2008 2009 2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +16.36% (quarter ended Sept. 30, 2009).

•	Lowest return for a calendar quarter was -23.73% (quarter ended Dec. 31, 2008).

Average Annual Total Returns

Since

Inception

(for periods ended Dec. 31, 2010)

1 year

5 years

(9/10/04)

Columbia Variable Portfolio — Core Equity Fund

+16.76%

+0.29%

+2.33%

S&P 500 Index (reflects no deduction for fees, expenses or taxes)

+15.06%

+2.29%

+3.91%

Lipper Large-Cap Core Funds Index (reflects no deduction for taxes)

+12.77%

+1.91%

+3.65%

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Brian Condon, CFA	Portfolio Manager	May 2010

BUYING AND SELLING SHARES

6p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

TAX INFORMATION

The Fund, a so-called disregarded entity for federal income tax purposes, does not expect to make regular distributions to shareholders (variable accounts). Federal income taxation of the variable account, life insurance company and annuity contract is discussed in your annuity contract prospectus.

FINANCIAL INTERMEDIARY COMPENSATION

The Fund is sold exclusively as an underlying investment option of variable annuity contracts (products) offered by RiverSource Life Insurance Company (RiverSource Life). RiverSource Life may receive payments from affiliates for including the Fund as an investment option in the products. These payments may create a conflict of interest by influencing RiverSource Life’s decision regarding which funds to include in a product. Employees of RiverSource Life 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.

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 7p

More Information about the Fund

INVESTMENT OBJECTIVE

Columbia Variable Portfolio — Core Equity Fund (the Fund) seeks to provide shareholders with long-term growth of capital. Because any investment involves risk, there is no assurance this objective can be achieved. Only shareholders can change the Fund’s 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 equity securities of companies with market capitalizations greater than $5 billion at the time of purchase or that are within the market capitalization range of companies in the S&P 500 Index (the Index) at the time of purchase. The market capitalization range and composition of the Index are subject to change. 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 falls below the market capitalization of the smallest company held within the Index. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

In pursuit of the Fund’s objective, Columbia Management Investment Advisers, LLC (the investment manager) uses quantitative analysis to evaluate the relative attractiveness of potential investments by considering a variety of factors which may include, among others, valuation, quality and momentum. Analysis of such factors is designed to seek to identify 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 a security, the investment manager considers, among other factors, whether:


•	The investment manager believes the security is overvalued relative to other potential investments;


•	The company continues to meet the investment manager’s performance expectations; or


•	The security is removed from the Index.

8p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

The Fund’s investment strategy may involve frequent trading of portfolio securities. This may cause the Fund to incur higher transaction costs (which may adversely affect the Fund’s performance). The Fund may invest in derivatives, such as futures contracts, for investment purposes, for risk management (hedging) purposes and 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:

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

Derivatives Risk — Futures Contracts. The Fund may enter into futures contracts for investment purposes, for risk management (hedging) purposes, and to increase flexibility. 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. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. The Fund’s investment or hedging strategies may be unable to achieve their objectives.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance. 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 events, conditions or 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.

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 9p

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.

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 Summary of the Fund.

Calculation of Annual Fund Operating Expenses. Annual fund operating expenses are based on expenses incurred during the Fund’s most recently completed fiscal year and are expressed as a percentage (expense ratio) of the Fund’s average net assets during the fiscal period. The expense ratios are adjusted to reflect current fee arrangements, but are not adjusted to reflect the Fund’s average net assets as of a different period or a different point in time, as the Fund’s asset levels will fluctuate. In general, the Fund’s expense ratios 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 commitment by the investment manager and its affiliates to waive fees and/or cap (reimburse) expenses is 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.

10p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

OTHER INVESTMENT STRATEGIES AND RISKS

Other Investment Strategies. In addition to the principal investment strategies previously described, the Fund may utilize investment strategies that are not principal investment strategies, including investment in affiliated and nonaffiliated pooled investment vehicles (including mutual funds and exchange traded funds (ETFs), also referred to as “acquired funds”), ownership of which 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 a loss. 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 to futures contracts, which the Fund may invest in as a part of its principal investment strategies, the Fund may use other derivatives such as 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). These derivative instruments are used to produce incremental earnings, to hedge existing positions, to increase or reduce market or credit exposure, or to increase flexibility. 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 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.

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 11p

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 to sell or terminate, which may cause the Fund to be in a position to do something the portfolio managers 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.

For more information on strategies and holdings, and the risks of such strategies, including derivative instruments that the Fund may use, see the Fund’s Statement of Additional Information (SAI) and its annual and semiannual reports.

12p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

Securities Transaction Commissions. 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 for the Fund in pursuit of its objective. A description of the policies governing the Fund’s securities transactions and the dollar value of brokerage commissions paid by the Fund are set forth in the SAI. The brokerage commissions set forth in the SAI do not include implied commissions or mark-ups (implied commissions) paid by the Fund 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 the Fund’s 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 under “Fees and Expenses of the Fund,” they are reflected in the total return of the Fund.

Directed Brokerage. The Fund’s Board of Trustees (the 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.

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 13p

Additional information regarding securities transactions can be found in the SAI.

FUND MANAGEMENT AND COMPENSATION

Investment Manager

The Fund pays Columbia Management a fee for managing its assets. Under the Investment Management Services Agreement (Agreement), the fee for the most recent fiscal year was 0.40% of the Fund’s average daily net assets. Under the Agreement, the Fund also pays taxes, brokerage commissions, and nonadvisory expenses. A discussion regarding the basis for the Board approving the Agreement is available in the Fund’s annual shareholder report for the year ended Dec. 31, 2010.

14p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

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

Brian Condon, CFA, Portfolio Manager


•	Managed the Fund since May 2010.


•	Joined the investment manager in May 2010 when it acquired the long-term asset management business of Columbia Management Group, where he worked as an investment professional since 1999.


•	Began investment career in 1993.


•	BA from Bryant University and MS in finance from Bentley University.

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

Additional Management Information

Cash Reserves. The Fund may invest its daily cash balance in a money market fund selected by Columbia Management, including, but not limited to, Columbia Short-Term Cash Fund (Short-Term Cash Fund), a money market fund established for the exclusive use of funds in the Fund Family and other institutional clients of Columbia Management. While Short-Term Cash Fund does not pay an advisory fee to Columbia Management, it does incur other expenses. The Fund will invest in Short-Term Cash Fund or any other money market fund selected by Columbia Management only to the extent it is consistent with the Fund’s investment objective 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 Fund. A description of these policies and procedures is included in the SAI.

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 15p

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 Fund is 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 Fund’s 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

PRICING AND VALUING OF FUND SHARES

The price you pay or receive when you buy, sell or transfer shares is the Fund’s next determined net asset value (or NAV) per share. The Fund calculates the net asset value per share at the end of each business day. The value of the Fund’s shares is based on the total market value of all of the securities and other assets that it holds as of a specified time.

FUNDamentals ^TM

NAV Calculation

The Fund calculates its NAV as follows:


		(Value of assets)
NAV	=	— (Liabilities)

		Number of outstanding shares

16p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

FUNDamentals ^TM

Business Days

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 17p

PURCHASING SHARES

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

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

TRANSFERRING/SELLING SHARES

There is no sales charge for the sale of Fund shares, but there may be charges associated with the surrender or withdrawal of your annuity contract. Any charges that apply to the variable account and your contract are described in your annuity contract prospectus.

You may transfer all or part of your value in a variable account investing in shares of the Fund to the fixed account as outlined in your annuity contract prospectus. The Fund is the only investment option available under the variable account.

18p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

Market timing is frequent or short-term trading activity. 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, or increasing the fund’s transaction costs. Due to the transfer restrictions under the annuity contract between the fixed account and the variable account investing in shares of the Fund, a contract owner may not engage in frequent or short-term trading, thereby mitigating the risks of market timing. For this reason, market timing monitoring procedures have not been established for the Fund. Please refer to your annuity contract prospectus for specific details on transfer restrictions between the fixed and variable account.

You may provide instructions to sell any shares you have allocated to the variable 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. The variable account’s sale price will be the next NAV calculated after the request is received in good order by the Fund or the authorized insurance company. Please refer to your annuity contract prospectus for more information about surrenders and withdrawals.

Distributions and Taxes

The Fund, a so-called disregarded entity for federal income tax purposes, does not expect to make regular distributions to shareholders (variable accounts).

REINVESTMENTS

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.

TAXES

The 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 Fund. Because tax matters are highly individual and complex, you should consult a qualified tax advisor.

Federal income taxation of the variable account, life insurance company and annuity contract is discussed in your annuity contract prospectus.

COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS 19p

Financial Highlights

The financial highlights table is intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single Fund share. For periods ended 2009 and after, per share net investment income (loss) amounts are calculated based on average shares outstanding during the period. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions, if any). Total returns do not reflect payment of expenses that apply to the variable accounts or annuity charges, if any. Inclusion of these charges would reduce total return for all periods shown. The information for the fiscal years ended on or after Dec. 31, 2007 has been derived from the financial statements audited by the Fund’s Independent Registered Public Accounting Firm Ernst & Young LLP, whose report, along with the Fund’s financial statements and financial highlights, is included in the annual report which, if not included with this prospectus, is available upon request. The information for the period ended Dec. 31, 2006 has been audited by a different Independent Registered Public Accounting Firm.


	Year ended Dec. 31,
Per share data	2010		2009		2008			2007			2006
Net asset value, beginning of period		$6.55		$5.27		$10.30			$10.97			$11.14

Income from investment operations:
Net investment income (loss)		.17		.12		.17			.19			.17
Net gains (losses) (both realized and unrealized)		.93		1.16		(4.01	)		.15			1.41

Total from investment operations		1.10		1.28		(3.84	)		.34			1.58

Less distributions:
Dividends from net investment income		—		—		(.02	)		(.17	)		(.17	)
Distributions from realized gains		—		—		(1.17	)		(.84	)		(1.58	)

Total distributions		—		—		(1.19	)		(1.01	)		(1.75	)

Net asset value, end of period		$7.65		$6.55		$5.27			$10.30			$10.97

Total return		16.76%		24.40%		(41.62%	)		3.32%			15.79%

Ratios to average net assets ^(a)
Gross expenses prior to expense waiver/reimbursement		.45%		.44%		.48%			.48%			.45%

Net expenses after expense waiver/reimbursement ^(b)		.40%		.40%		.40%			.40%			.40%

Net investment income (loss)		2.44%		2.25%		2.07%			1.68%			1.63%

Supplemental data
Net assets, end of period (in millions)		$186		$187		$175			$365			$432

Portfolio turnover rate		109%		76%		103%			65%			73%

Notes to Financial Highlights


^(a)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(b)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

20p COLUMBIA VARIABLE PORTFOLIO — CORE EQUITY FUND — 2011 PROSPECTUS

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Additional information about the Fund and its investments is available in the Funds’ SAI, and annual and semiannual reports to shareholders. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report, or to request other information about the Fund or to make a shareholder inquiry, contact your financial intermediary or the Fund directly through the address or telephone number below.

P.O. Box 8081

Boston, MA 02266-8081

800.345.6611

Shares of the Fund are offered generally only to separate accounts funding variable annuity contracts issued by an affiliated life insurance company. They are not offered to the public. Because of this, the Fund’s offering documents and shareholder reports are not available on our public website at columbiamanagement.com.

Information about the Fund, 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 202.551.8090). Reports and other information about the Fund 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-6347-99 J (4/11)

Prospectus

Columbia Variable Portfolio – Seligman

Global Technology Fund
(Prior to May 2, 2011, known as Seligman Global Technology Portfolio)

Prospectus April 29, 2011

Columbia Variable Portfolio – Seligman Global Technology Fund seeks long-term capital appreciation.

The 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 Columbia Management Investment Distributors, Inc. (formerly known as RiverSource Fund Distributors, Inc.) (the distributor). There are no exchange ticker symbols associated with shares of the Fund.

Not FDIC Insured n May Lose Value n No Bank Guarantee

Table of Contents

SUMMARY OF THE FUND


Investment Objective		3p
Fees and Expenses of the Fund		3p
Principal Investment Strategies of the Fund		3p
Principal Risks of Investing in the Fund		4p
Past Performance		5p
Fund Management		6p
Buying and Selling Shares		6p
Tax Information		6p
Financial Intermediary Compensation		6p
More Information about the Fund
Investment Objective		7p
Principal Investment Strategies of the Fund		7p
Principal Risks of Investing in the Fund		8p
More about Annual Fund Operating Expenses		9p
Other Investment Strategies and Risks		9p
Fund Management and Compensation		11p
Buying and Selling Shares		13p
Description of the Share Classes		13p
Buying, Selling and Transferring Shares		14p
Distributions and Taxes		17p
Additional Services and Compensation		17p
Additional Management Information		18p
Potential Conflicts of Interest		19p
Financial Highlights		20p

2p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

Summary of the Fund

INVESTMENT OBJECTIVE

Columbia Variable Portfolio – Seligman Global Technology Fund (the Fund) seeks to provide shareholders with long-term 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		0.95%		0.95%
Distribution and/or service (12b-1) fees		0.00%		0.25%
Other expenses		1.87%		1.87%
Total annual fund operating expenses		2.82%		3.07%
Less: Fee waiver/expense reimbursement ^(a)		(1.83%)		(1.83%)
Total annual fund operating expenses after fee waiver/expense reimbursement ^(a)		0.99%		1.24%


^(a)		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, 2012, 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 0.99% for Class 1 and 1.24% 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 preceeding 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		5 years		10 years

Class 1	$	101	$	701	$	1,328	$	3,020
Class 2	$	126	$	776	$	1,452	$	3,259

Portfolio Turnover

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund generally invests at least 80% of its assets (including the amount of any borrowings for investment purposes) in equity securities of U.S. and non-U.S. companies with business operations in technology and technology-related industries. For these purposes, technology-related companies are those companies that use technology extensively to improve their business processes and applications. The technology industry comprises information technology and communications, as well as medical, environmental and bio-technology. The Fund may invest in securities of companies domiciled in any country which the investment manager believes to be appropriate to the Fund’s objective. The Fund generally invests in several countries in different geographic regions.

Under normal market conditions, the Fund generally will invest at least 40% of its net assets in 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. The investment manager may reduce this 40% minimum investment amount to 30% if it believes that market conditions for these types of 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 had at least 50% of its assets outside the U.S.

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 3p

The Fund may invest in companies of any size. Securities of large companies that are well established in the world technology market can be expected to grow with the market and will frequently be held by the Fund. However, rapidly changing technologies and expansion of technology and technology-related industries often provide a favorable environment for companies of small-to-medium size, and the Fund may invest in these companies as well.

The investment manager seeks to identify those technology companies that it believes have the greatest prospects for future growth, regardless of their countries of origin. The Fund uses an investment style that combines research into individual company attractiveness with macro analysis. This means that the investment manager uses extensive in-depth research to identify attractive technology companies around the world, while seeking to identify particularly strong technology sectors and/or factors within regions or specific countries that may affect investment opportunities.

The Fund may invest in all types of securities, many of which will be denominated in currencies other than the U.S. dollar. The Fund normally concentrates its investments in common stocks; however, it may invest in other types of equity securities, including securities convertible into or exchangeable for common stock, depositary receipts, and rights and warrants to purchase common stock. The Fund also may invest up to 20% of its assets in preferred stock and investment-grade or comparable quality debt securities.

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

Risks of Foreign/Emerging Markets Investing. Investments in foreign securities involve certain risks not associated with investments in domestic securities. 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.

Investments in emerging markets present greater risk of loss than a typical foreign security investment. Because of the less developed markets and economies and less mature governments and governmental institutions, the risks of investing in foreign securities may be significantly intensified in the case of investments in issuers organized, domiciled or doing business in emerging markets.

Issuer Risk. An issuer may perform poorly, and therefore, the value of its securities may decline, which would negatively affect the Fund’s performance.

4p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

PAST PERFORMANCE

The following bar chart and table provide some illustration of the risks of investing in the Fund by showing, respectively:


•	how the Fund’s Class 1 share performance has varied for each full calendar year shown on the bar chart; and


•	how the Fund’s average annual total returns compare to recognized measures of market performance shown on the table.

Both the bar chart and the table do not reflect expenses that apply to your Accounts and Contracts. Inclusion of these charges would reduce total return for all periods shown.

How the Fund has performed in the past does not indicate how the Fund will perform in the future. Updated performance information can be obtained by calling toll-free, 800.345.6611.

CLASS 1 ANNUAL TOTAL RETURNS

-22.05%

-31.64%

+36.12%

+3.98%

+8.13%

+17.92%

+15.45%

-40.25%

+62.38%

+15.52%

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

(calendar year)

During the periods shown:


•	Highest return for a calendar quarter was +30.82% (quarter ended Dec. 31, 2001)


•	Lowest return for a calendar quarter was -32.05% (quarter ended Sept. 30, 2001)

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 5p

Average Annual Total Returns

(for periods ended Dec. 31, 2010)

1 year

5 years

10 years

Columbia Variable Portfolio – Seligman Global Technology Fund

Class 1

+15.52%

+8.82%

+2.21%

Class 2

+15.08%

+8.58%

+2.02%

Morgan Stanley Capital International (MSCI) World IT Index (reflects no deduction for fees, expenses or taxes)

+10.81%

+3.79%

-1.79%

MSCI World Index (reflects no deduction for fees, expenses or taxes)

+12.34%

+2.99%

+2.82%

Lipper Global Science & Technology Funds Index (reflects no deduction for fees or taxes)

+23.41%

+7.50%

+0.07%

Fund performance information prior to March 7, 2011 represents that of the Fund as a series of Seligman Portfolios, Inc., a Maryland corporation. The Fund was reorganized into a series of RiverSource Variable Series Trust (now known as Columbia Funds Variable Series Trust II), a Massachusetts business trust, on that date.

FUND MANAGEMENT

Investment Manager: Columbia Management Investment Advisers, LLC


Portfolio Manager	Title	Managed Fund Since
Richard M. Parower, CFA	Portfolio Manager	2002
Paul H. Wick	Co-Portfolio Manager	2006
Ajay Diwan	Co-Portfolio Manager	2005
Benjamin Lu	Co-Portfolio Manager	2006

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.

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

6p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

More Information about the Fund

INVESTMENT OBJECTIVE

Columbia Variable Portfolio – Seligman Global Technology Fund (the Fund) seeks to provide shareholders with long-term capital appreciation. Because any investment involves risk, there is no assurance that this objective can be achieved. Only shareholders can change the Fund’s objective.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund generally invests at least 80% of its assets (including the amount of any borrowings for investment purposes) in equity securities of U.S. and non-U.S. companies with business operations in technology and technology-related industries. For these purposes, technology-related companies are those companies that use technology extensively to improve their business processes and applications. The technology industry comprises information technology and communications, as well as medical, environmental and bio-technology. The Fund may invest in securities of companies domiciled in any country which Columbia Management Investment Advisers, LLC (the investment manager) believes to be appropriate to the Fund’s objective. The Fund generally invests in several countries in different geographic regions. The Fund will provide shareholders with at least 60 days’ written notice of any change in the 80% policy.

In selecting individual securities, the investment manager looks for companies that it believes display one or more of the following:


•	Above-average growth prospects;

•	High profit margins;

•	Attractive valuations relative to earnings forecasts or other valuation criteria (e.g., return on equity);

•	Quality management and equity ownership by executives;

•	Unique competitive advantages (e.g., market share, proprietary products); or

•	Potential for improvement in overall operations.

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


•	The investment manager believes its target price has been reached;

•	Its earnings are disappointing;

•	Its revenue growth has slowed;

•	Its underlying fundamentals have deteriorated;

•	If the investment manager believes that negative country or regional factors may affect a company’s outlook; or

•	To meet cash requirements.

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 7p

The Fund may, from time to time, take temporary defensive positions that are inconsistent with its principal strategies (e.g., investing less than 30% of its assets in companies outside the U.S.) in seeking to minimize extreme volatility caused by adverse market, economic, political, or other conditions. This could prevent the Fund from achieving 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:

Technology and Technology-Related Investment Risk. The Fund will invest a substantial portion of its assets in technology and technology-related companies. The market prices of technology and technology-related stocks tend to exhibit a greater degree of market risk and price volatility than other types of investments. These stocks may fall rapidly in and out of favor with investors, which may cause sudden selling and dramatically lower market prices. These stocks also may be affected adversely by changes in technology, consumer and business purchasing patterns, government regulation and/or obsolete products or services. In addition, a rising interest rate environment tends to negatively affect technology and technology-related companies. In such an environment, those companies with high market valuations may appear less attractive to investors, which may cause sharp decreases in the companies’ market prices. Further, those technology and technology-related companies seeking to finance their expansion would have increased borrowing costs, which may negatively impact their earnings. As a result, these factors may negatively affect the performance of the Fund. The Fund’s net asset value may fluctuate more than a fund that invests in a wider range of industries. Technology and technology-related companies are often smaller and less experienced companies and may be subject to greater risks than larger companies, such as limited product lines, markets and financial and managerial resources. These risks may be heightened for technology companies in foreign markets.

Country risk includes the risk associated with political, social, economic, and other conditions or events occurring in 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 U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices.

Custody risk refers to the risks associated with the process of clearing and settling of trades. Holding securities with local agents and depositories also has risks. 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, which are less reliable than the U.S. markets. 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.

8p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

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 may be very volatile. They can be marked by extreme inflation, devaluation of currencies, dependence on trade partners, and hostile relations with neighboring countries.

Sector Risk. The Fund may invest significantly in securities of companies primarily engaged in the technology, media or telecommunications sectors. This may result in greater fluctuations in value than would be the case for a fund invested in a wider variety of companies across sectors or industries. As the sectors in which the Fund invests increase or decrease in favor with the investing public, the price of securities of companies that rely heavily on those sectors could become increasingly sensitive to downswings in the economy.

Small and Mid-Sized Company Risk. Investments in small and medium sized companies often involve greater risks than investments in larger, more established companies because small and medium sized companies may lack the management experience, financial resources, product diversification, experience and competitive strengths of larger companies. Securities of small and medium companies may trade on the over-the-counter market or on regional securities exchanges and the frequency and volume of their trading may be substantially less and may be more volatile than is typical of larger companies.

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 Summary of the Fund.

Calculation of Annual Fund Operating Expenses. Annual fund operating expenses are based on expenses incurred during the Fund’s most recently completed fiscal year and are expressed as a percentage (expense ratio) of the Fund’s average net assets during the fiscal period. The expense ratios are adjusted to reflect current fee arrangements, but are not adjusted to reflect the Fund’s average net assets as of a different period or a different point in time, as the Fund’s asset levels will fluctuate. In general, the Fund’s expense ratios 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 commitment by the investment manager and its affiliates to waive fees and/or cap (reimburse) expenses is 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.

OTHER INVESTMENT STRATEGIES AND RISKS

Additionally, the Fund may use 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). These derivative instruments are used to produce incremental earnings, to hedge existing positions, to increase or reduce market or credit exposure, or to increase flexibility. 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 will typically increase the Fund’s exposure to the 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.

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 9p

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 to sell or terminate, which may cause the Fund to be in a position to do something the portfolio managers 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.

Although brokerage commissions and implied commissions are not reflected in the expense table under “Fees and Expenses of the Fund,” they are reflected in the total return of the Fund.

Additional information regarding securities transactions can be found in the SAI.

10p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

FUND MANAGEMENT AND COMPENSATION

Investment Manager

The Fund pays Columbia Management a fee for managing its assets. Under the Investment Management Services Agreement (IMS Agreement), the fee for the most recent fiscal year was 0.95% of the Fund’s average daily net assets. A new investment management services agreement (new IMS Agreement) with Columbia Management was approved by the Fund’s Board in September 2010 and by Fund shareholders at a Joint Special Meeting of Shareholders held on February 15, 2011 in connection with various initiatives to achieve consistent investment management service and fee structures across all funds in the Fund Family. Under the IMS Agreement, the Fund also pays taxes, brokerage commissions, and nonadvisory expenses. A discussion regarding the basis for the Board approving the new IMS Agreement is available in the Fund’s annual shareholder report for the year ended Dec. 31, 2010.

Portfolio Managers. The Fund is managed by the Columbia Seligman Technology Team at Columbia Management. The portfolio managers responsible for the day-to-day management of the Fund are:

The Portfolio is managed by the investment manager’s Technology Group:

Richard M. Parower, CFA, Portfolio Manager


•	Managed the Fund since 2002.


•	Prior to the investment manager’s acquisition of J. & W. Seligman & Co. Incorporated (Seligman, the Fund’s predecessor investment manager) in Nov. 2008, Mr. Parower was a Managing Director of Seligman.


•	Joined Seligman in 2000.

•	Began investment career in 1988.

•	BA, Washington University; MBA, Columbia University.

Paul H. Wick, Co-Portfolio Manager


•	Managed the Fund since 2006.


•	Mr. Wick provides assistance to Mr. Parower in managing the Fund through his research and contributions to the investment decisions with respect to companies in the semiconductor and electronics capital equipment sectors.

•	Prior to the investment manager’s acquisition of Seligman in Nov. 2008, Mr. Wick was a Managing Director of Seligman.

•	Joined Seligman in 1987.

•	Began investment career in 1987.

•	BA, Duke; MBA, Duke/Fuqua.

Ajay Diwan, Co-Portfolio Manager


•	Managed the Fund since 2005.

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 11p


•	Mr. Diwan provides assistance to Mr. Parower in managing the Fund through his research and contributions to the investment decisions with respect to companies in the communications equipment, data storage, payment processing industries.

•	Prior to the investment manager’s acquisition of Seligman in Nov. 2008, Mr. Diwan was a Managing Director of Seligman.

•	Joined Seligman in 2001.

•	Began investment career in 1992.

•	BS, Case Western Reserve University; MBA, Columbia University.

Benjamin Lu, Co-Portfolio Manager


•	Managed the Fund since 2006.


•	Mr. Lu provides assistance to Mr. Parower in managing the Fund through his research and contributions to the investment decisions with respect to companies in the Asia technology sector as well as the U.S. electronic manufacturing services and electronic components sectors.

•	Prior to the investment manager’s acquisition of Seligman in Nov. 2008, Mr. Lu was a Portfolio Manager of Seligman.

•	Joined Seligman in 2005.

•	Began investment career in 2005.

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

12p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

Buying and Selling Shares

DESCRIPTION OF THE SHARE CLASSES

Share Class Features

The Fund offers the classes of shares set forth on the cover of this prospectus. Each share class has its own cost structure and other features. The following summarizes the primary features of the Class 1 and Class 2 shares.


	Class 1 Shares	Class 2 Shares
Eligible Investors
	Shares of the Fund are available only to separate accounts of participating insurance companies as underlying investments for variable annuity contracts and/or variable life insurance policies (collectively, Contracts) or qualified pension and retirement plans (Qualified Plans) or other eligible investors authorized by the distributor.
Investment Limits	none	none
Conversion Features	none	none
Front-End Sales Charges	none	none
Contingent Deferred Sales Charges (CDSCs)	none	none
Maximum Distribution and /or Service Fees	none	0.25%

FUNDamentals ^TM

Selling and/or Servicing Agents

Distribution and/or Service Fees

Pursuant to Rule 12b-1 under the Investment Company Act of 1940 (1940 Act), the Board has approved, and the Fund has adopted, distribution and/or shareholder servicing plans which set the distribution and/or service fees that are periodically deducted from the Fund’s assets for Class 2 shares. These fees are calculated daily, may vary by share class and are intended to compensate the distributor and/or selling and/or servicing agents for selling shares of the Fund and/or providing services to investors. Because the fees are paid out of the Fund’s assets on an ongoing basis, they will increase the cost of your investment over time. The Fund will pay these fees to the distributor and/or to eligible selling and/or servicing agents for as long as the distribution and/or shareholder servicing plans continue. The Fund may reduce or discontinue payments at any time.

Selling and/or Servicing Agent Compensation

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 13p

BUYING, SELLING AND TRANSFERRING SHARES

Share Price Determination

FUNDamentals ^TM

NAV Calculation

The Fund’s share classes calculate their NAV as follows:


		(Value of assets of the share class)
NAV	=	— (Liabilities of the share class)

		Number of outstanding shares of the class

FUNDamentals ^TM

Business Days

If a market price isn’t readily available or is deemed not to reflect market value, the Fund will determine the price of the security held by the Fund based on a determination of the security’s fair value pursuant to a policy approved by the Fund’s Board. In addition, the Fund may use fair valuation to price securities that trade on a foreign exchange when a significant event has occurred after the foreign exchange closes but before the time at which the Fund’s share price is calculated. Foreign exchanges typically close before the time at which Fund share prices are calculated, and may be closed altogether on some days when the Fund is open. Such significant events affecting a foreign security may include, but are not limited to: (1) corporate actions, earnings announcements, litigation or other events impacting a single issuer; (2) governmental action that affects securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or foreign market fluctuations. The Fund uses various criteria, including an evaluation of U.S. market moves after the close of foreign markets, in determining whether a foreign security’s market price is readily available and reflective of the market value and, if not, the fair value of the security.

14p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

Shareholder Information

Each share class has its own unique fees and other features. The Fund encourages you to consult with a financial advisor who can help you with your investment decisions and for more information about the share classes offered by the Fund.

Shares of the Fund are generally available for purchase only by participating insurance companies in connection with variable annuity contracts and variable life insurance policies and qualified pension and retirement plan sponsors.

Shares of the Fund may not be purchased or sold directly by individual Contract owners or participants in a Qualified Plan. When you sell your shares through your Contract or Qualified Plan, the Fund is effectively buying them back. This is called a redemption. The right of redemption may be suspended or payment postponed whenever permitted by applicable laws and regulations. Depending on the context, references to “you” or “your” herein refer either to the holder of a Contract or a participant in a Qualified Plan who may select Fund shares to fund his or her investment in the Contract or Qualified Plan or to the participating insurance company as the holder of Fund shares through one or more separate accounts or the Qualified Plan.

Order Processing

You may transfer all or part of your investment in 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 may be more or less than the amount you invested.

Please refer to your Contract prospectus or Qualified Plan disclosure documents, as applicable, for more information about transfers as well as surrenders and withdrawals.

Cash Flows

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 15p

Information Sharing Agreements

As required by Rule 22c-2 under the 1940 Act, the Funds or certain of their service providers will enter into information sharing agreements with selling and/or servicing agents, including participating life insurance companies and financial intermediaries that sponsor or offer retirement plans through which shares of the Funds are made available for purchase. Pursuant to Rule 22c-2, selling and/or servicing agents are required, upon request, to: (i) provide shareholder account and transaction information and (ii) execute instructions from the Fund to restrict or prohibit further purchases of Fund shares by shareholders who have been identified by the Fund as having engaged in transactions that violate the Fund’s excessive trading policies and procedures. See Buying, Selling and Transferring Shares – Excessive Trading Practices Policy of Non-Money Market Funds for more information.

Excessive Trading Practices Policy of Non-Money Market Funds

16p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

Risks of Excessive Trading – Excessive trading creates certain risks to the Fund’s long-term shareholders and may create the following adverse effects:


•	negative impact on the Fund’s performance;


•	potential dilution of the value of the Fund’s shares;


•	interference with the efficient management of the Fund’s portfolio, such as the need to maintain undesirably large cash positions, the need to use its line of credit or the need to buy or sell securities it otherwise would not have bought or sold;


•	losses on the sale of investments resulting from the need to sell securities at less favorable prices;


•	increased taxable gains to the Fund’s remaining shareholders resulting from the need to sell securities to meet sell orders; and


•	increased brokerage and administrative costs.

Similarly, to the extent that the Fund invests significantly in thinly traded high-yield bonds (junk bonds) or equity securities of small-capitalization companies, because these securities are often traded infrequently, investors may seek to trade their shares in an effort to benefit from their understanding of the value of these securities. This is also a type of price arbitrage. Any such frequent trading strategies may interfere with efficient management of the Fund’s portfolio to a greater degree than would be the case for mutual funds that invest in highly liquid securities, in part because the Fund may have difficulty selling those portfolio securities at advantageous times or prices to satisfy large and/or frequent sell orders. Any successful price arbitrage may also cause dilution in the value of Fund shares held by other shareholders.

Distributions and Taxes

REINVESTMENTS

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.

TAXES

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.

Additional Services and Compensation

Administration Services. Columbia Management, 225 Franklin Street, Boston, MA 02110, provides or compensates others to provide administrative services to the Fund. These services include administrative, accounting, treasury, and other services. Fees paid by the Fund for these services are included under “Other expenses” in the expense table of the Fund.

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 17p

Transfer Agency Services. Columbia Management Investment Services Corp. (formerly known as RiverSource Service Corporation), 225 Franklin Street, Boston, MA 02110, provides or compensates others to provide transfer agency services to the Fund. The Fund pays the Transfer Agent a fee as set forth in the SAI, and reimburses the Transfer Agent for its out-of-pocket expenses incurred while providing these transfer agency services to the Fund. Fees paid by the Fund for these services are included under “Other expenses” in the expense table of the Fund. The Transfer Agent pays 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.

ADDITIONAL MANAGEMENT INFORMATION

Affiliated Products. Columbia Management serves as investment manager to all the funds in the Fund Family, including those that are structured to provide asset-allocation services to shareholders of those funds (funds of funds) by investing in shares of other funds in the Fund Family, including the Fund (collectively referred to as underlying funds) and to discretionary managed accounts (collectively referred to as affiliated products) that invest exclusively in underlying funds. These affiliated products, individually or collectively, may own a significant percentage of the outstanding shares of the underlying funds, and Columbia Management seeks to balance potential conflicts between the affiliated products and the underlying funds in which they invest. The affiliated products’ investment in the underlying funds may also have the effect of creating economies of scale (including lower expense ratios) because the affiliated products may own substantial portions of the shares of underlying funds and, comparatively, a redemption of underlying fund shares by one or more affiliated products could cause the expense ratio of an underlying fund to increase as its fixed costs would be spread over a smaller asset base. Because of these large positions of the affiliated products, the underlying funds may experience relatively large purchases or redemptions. Although Columbia Management may seek to minimize the impact of these transactions, for example, by structuring them over a reasonable period of time or through other measures, underlying funds may experience increased expenses as they buy and sell securities to manage these transactions. When Columbia Management structures transactions over a reasonable period of time in order to manage the potential impact of the buy and sell decisions for the affiliated products, these affiliated products, including funds of funds, may pay more or less for shares of the underlying funds than if the transactions were executed in one transaction. In addition, substantial redemptions by the affiliated products within a short period of time could require the underlying 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 underlying fund to realize a loss. Substantial redemptions may also adversely affect the ability of the investment manager to implement the underlying fund’s investment strategy. Columbia Management also has an economic conflict of interest in determining the allocation of the affiliated products’ assets among the underlying funds as it earns different fees from the underlying funds. Columbia Management monitors expense levels of the Funds and is committed to offering funds that are competitively priced. Columbia Management reports to the Board of each fund of funds on the steps it has taken to manage any potential conflicts. See the SAI for information on the percent of the Fund owned by affiliated products.

Cash Reserves. The Fund may invest its daily cash balance in a money market fund selected by Columbia Management, including, but not limited to Columbia Short-Term Cash Fund (Short-Term Cash Fund), a money market fund established for the exclusive use of funds in the Fund Family and other institutional clients of Columbia Management. While Short-Term Cash Fund does not pay an advisory fee to Columbia Management, it does incur other expenses. The Fund will invest in Short-Term Cash Fund or any other money market fund selected by Columbia Management 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 Fund. A description of these policies and procedures is included in the SAI.

18p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

Potential Conflicts of Interest

Shares of the Fund 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 Fund currently does 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 Accounts of the participating insurance companies might be required to withdraw its investments in the Fund. This might force the Fund to sell securities at disadvantageous prices.

COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS 19p

Financial Highlights

The financial highlights tables are intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single Fund share. Per share net investment income (loss) amounts are calculated based on average shares outstanding during the period. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions, if any). Total returns do not reflect any fees, expenses or sales charges imposed by your Contract or Qualified Plan, or imposed on Accounts that may own shares directly. Inclusion of these charges would reduce total returns for all periods shown. The information for the fiscal years ended on or after Dec. 31, 2009 has been derived from the financial statements audited by the Fund’s Independent Registered Public Accounting Firm Ernst & Young LLP, whose report, along with the Fund’s financial statements and financial highlights, is included in the annual report which, if not included with this prospectus, is available upon request. The information for the periods ended on or before Dec. 31, 2008 was audited by a different Independent Registered Public Accounting Firm.


Class 1	Year ended Dec. 31,
Per share data	2010			2009			2008			2007			2006
Net asset value, beginning of period		$17.91			$11.03			$18.46			$15.99			$13.56

Income from investment operations:
Net investment income (loss)		(.10	)		(.19	)		(.21	)		(.25	)		(.20	)
Net gains (losses) (both realized and unrealized)		2.88			7.07			(7.22	)		2.72			2.63

Total from investment operations		2.78			6.88			(7.43	)		2.47			2.43

Net asset value, end of period		$20.69			$17.91			$11.03			$18.46			$15.99

Total return		15.52%			62.38%			(40.25%	)		15.45%			17.92%

Ratios to average net assets ^(a)
Gross expenses prior to expense waiver/reimbursement		2.84%			3.86%			3.54%			3.04%			2.57%

Net expenses after expense waiver/reimbursement ^(b)		1.30%			1.90%			1.90%			1.90%			1.90%

Net investment income (loss)		(.57%	)		(1.38%	)		(1.38%	)		(1.44%	)		(1.37%	)

Supplemental data
Net assets, end of period (in millions)		$4			$4			$3			$6			$6

Portfolio turnover rate		96%			153%			161%			198%			205%


Class 2	Year ended Dec. 31,
Per share data	2010			2009			2008			2007			2006
Net asset value, beginning of period		$17.64			$10.88			$18.25			$15.83			$13.45

Income from investment operations:
Net investment income (loss)		(.16	)		(.23	)		(.24	)		(.28	)		(.22	)
Net gains (losses) (both realized and unrealized)		2.82			6.99			(7.13	)		2.70			2.60

Total from investment operations		2.66			6.76			(7.37	)		2.42			2.38

Net asset value, end of period		$20.30			$17.64			$10.88			$18.25			$15.83

Total return		15.08%			62.13%			(40.38%	)		15.29%			17.69%

Ratios to average net assets ^(a)
Gross expenses prior to expense waiver/reimbursement		3.03%			3.79%			3.71%			3.19%			2.72%

Net expenses after expense waiver/reimbursement ^(b)		1.62%			2.15%			2.07%			2.05%			2.05%

Net investment income (loss)		(.91%	)		(1.60%	)		(1.55%	)		(1.59%	)		(1.52%	)

Supplemental data
Net assets, end of period (in millions)		$2			$2			$1			$3			$2

Portfolio turnover rate		96%			153%			161%			198%			205%

Notes to Financial Highlights


^(a)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(b)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

Information prior to March 7, 2011 represents that of the Fund as a series of Seligman Portfolios, Inc., a Maryland corporation. The Fund was reorganized into a series of RiverSource Variable Series Trust (now known as Columbia Funds Variable Series Trust II), a Massachusetts business trust on that date.

20p COLUMBIA VARIABLE PORTFOLIO — SELIGMAN GLOBAL TECHNOLOGY FUND — 2011 PROSPECTUS

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Additional information about the Fund and its investments is available in the Fund’s SAI and annual and semiannual reports to shareholders. In the Fund’s annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI, the annual report, or the semiannual report, or to request other information about the Fund, or to make a shareholder inquiry, contact your financial intermediary or the Fund directly through the address or telephone number below.

Columbia Variable Portfolio – Seligman Global Technology Fund

P.O. Box 8081

Boston, MA 02266-8081

800.345.6611

Since shares of the Fund 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 Fund’s offering documents and shareholder reports are not available on our public website at columbiamanagement.com.

Information about the Fund, 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 202.551.8090). Reports and other information about the Fund 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@see.gov. or by writing to the Commission’s Public Reference Section, Washington, D.C. 20549-1520.


Investment Company Act File		811-22127


	SL-9916-99 C (4/11)

STATEMENT OF ADDITIONAL INFORMATION
April 29, 2011

Columbia Funds Variable Series Trust II (formerly known as RiverSource Variable Series Trust)

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Cash Management Fund

Columbia Variable Portfolio – Core Equity Fund*

Columbia Variable Portfolio – Diversified Bond Fund

Columbia Variable Portfolio – Diversified Equity Income Fund

Columbia Variable Portfolio – Dynamic Equity Fund

Columbia Variable Portfolio – Emerging Markets Opportunity Fund (formerly known as Threadneedle Variable Portfolio – Emerging Markets Fund)

Columbia Variable Portfolio – Global Bond Fund

Columbia Variable Portfolio – Global Inflation Protected Securities Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – International Opportunity Fund

Columbia Variable Portfolio – Large Cap Growth Fund (formerly known as Seligman Variable Portfolio – Growth Fund)

Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund (formerly known as RiverSource Variable Portfolio – Mid Cap Growth Fund

Columbia Variable Portfolio – Mid Cap Value Opportunity Fund (formerly known as RiverSource Variable Portfolio – Mid Cap Value Fund)

Columbia Variable Portfolio – S&P 500 Index Fund

Columbia Variable Portfolio – Select Large-Cap Value Fund (formerly known as Seligman Variable Portfolio – Larger-Cap Value Fund)

Columbia Variable Portfolio – Select Smaller-Cap Value Fund (formerly known as Seligman Variable Portfolio – Smaller-Cap Value Fund)

Columbia Variable Portfolio – Seligman Global Technology Fund (formerly known as Seligman Global Technology Portfolio)

Columbia Variable Portfolio – Short Duration U.S. Government Fund

Variable Portfolio – Davis New York Venture Fund

Variable Portfolio – Goldman Sachs Mid Cap Value Fund

Variable Portfolio – Partners Small Cap Value Fund


*		This Fund is closed to new investors.

Each fund may offer Class 1, Class 2 and Class 3 shares, with the exception of Columbia Variable Portfolio – Balanced Fund, which only offer, Class 3 shares, Columbia Variable Portfolio – Core Equity Fund, which offers a single class of shares, and Columbia Variable Portfolio – Seligman Global Technology Fund, which only offers 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 Columbia Management Investment Distributors, Inc. (formerly known as RiverSource Fund Distributors, Inc.) (the distributor).

Each fund’s financial statements for its most recent fiscal period are contained in the fund’s annual or semiannual report to Shareholders. The Independent Registered Public Accounting Firm’s Report and the Financial Statements, including Notes to the Financial Statements and the Portfolio of Investments in Securities, contained in the Annual Report are incorporated in this SAI by reference. No other portion of the Annual Report is incorporated by reference. For a free copy of a fund prospectus, annual or semiannual report, contact your financial intermediary (or selling/servicing agent) or write to the family of funds, which includes Columbia, RiverSource, Seligman and Threadneedle branded funds (collectively, the “Fund Family”), c/o Columbia Management Investment Services Corp., P.O. Box 8081, Boston, MA 02266-8081 or call 800.345.6611.

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, Columbia Management Investment Advisers, LLC (formerly known as RiverSource Investments, LLC) (the “investment manager” or “Columbia Management”), 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. 4
Investment Strategies and Types of Investments		p. 7
Information Regarding Risks and Investment Strategies		p. 9
Securities Transactions		p. 36
Brokerage Commissions Paid to Brokers Affiliated with the Investment Manager		p. 43
Valuing Fund Shares		p. 43
Portfolio Holdings Disclosure		p. 46
Proxy Voting		p. 49
Investing in a Fund		p. 51
Capital Loss Carryover		p. 53
Taxes		p. 53
Service Providers		p. 55
Investment Management Services		p. 55
Administrative Services		p. 72
Transfer Agency Services		p. 74
Distribution Services		p. 74
Plan and Agreement of Distribution		p. 74
Payments to Financial Intermediaries		p. 75
Custodian Services		p. 77
Board Services Corporation		p. 77
Organizational Information		p. 77
Board Members and Officers		p. 84
Control Persons and Principal Holders of Securities		p. 92
Information Regarding Pending and Settled Legal Proceedings		p. 93
Independent Registered Public Accounting Firm		p. 94
Appendix A: Description of Ratings		p. A-1
Appendix B: Additional Information About S&P 500 Index		p. B-1

List of Tables


1.	Fund Fiscal Year Ends and Investment Categories	p. 3
2.	Fundamental Policies	p. 4
3.	Investment Strategies and Types of Investments	p. 7
4.	Total Brokerage Commissions	p. 39
5.	Brokerage Directed for Research and Turnover Rates	p. 40
6.	Securities of Regular Brokers or Dealers	p. 41
7.	Valuing Fund Shares	p. 43
8.	Capital Loss Carryover	p. 53
9.	Investment Management Services Agreement Fee Schedule	p. 55
10.	PIA Indexes	p. 59
11.	Performance Incentive Adjustment Calculation	p. 60
12.	Management Fees and Nonadvisory Expenses	p. 61
13.	Subadvisers and Subadvisory Agreement Fee Schedules	p. 62
14.	Subadvisory Fees	p. 63
15.	Portfolio Managers	p. 64
16.	Administrative Services Agreement Fee Schedule	p. 73
17.	Administrative Fees	p. 73
18.	12b-1 Fees	p. 75
19.	Fund History Table	p. 79
20.	Board Members	p. 84
21.	Fund Officers	p. 85
22.	Board Member Holdings — All Funds	p. 89
23.	Board Member Compensation — All Funds	p. 90
24.	Board Member Compensation — Individual Funds	p. 91

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 2

Throughout this SAI, the funds are referred to as follows:

Columbia Variable Portfolio – Balanced Fund (Balanced)*

Columbia Variable Portfolio – Cash Management Fund (Cash Management)*

Columbia Variable Portfolio – Core Equity Fund (Core Equity)*

Columbia Variable Portfolio – Diversified Bond Fund (Diversified Bond)*

Columbia Variable Portfolio – Diversified Equity Income Fund (Diversified Equity Income)*

Columbia Variable Portfolio – Dynamic Equity Fund (Dynamic Equity)*

Columbia Variable Portfolio – Emerging Markets Opportunity Fund (Emerging Markets Opportunity)*

Columbia Variable Portfolio – Global Bond Fund (Global Bond)*

Columbia Variable Portfolio – Global Inflation Protected Securities Fund (Global Inflation Protected Securities)*

Columbia Variable Portfolio – High Yield Bond Fund (High Yield Bond)*

Columbia Variable Portfolio – Income Opportunities Fund (Income Opportunities)*

Columbia Variable Portfolio – International Opportunity Fund (International Opportunity)*

Columbia Variable Portfolio – Large Cap Growth Fund (Large Cap Growth)*

Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund (Mid Cap Growth Opportunity)*

Columbia Variable Portfolio – Mid Cap Value Opportunity Fund (Mid Cap Value Opportunity)*

Columbia Variable Portfolio – S&P 500 Index Fund (S&P 500 Index)*

Columbia Variable Portfolio – Select Large-Cap Value Fund (Select Large-Cap Value)*

Columbia Variable Portfolio – Select Smaller-Cap Value Fund (Select Smaller-Cap Value)*

Columbia Variable Portfolio – Seligman Global Technology Fund (Seligman Global Technology)*

Columbia Variable Portfolio – Short Duration U.S. Government Fund (Short Duration U.S. Government)

Variable Portfolio – Davis New York Venture Fund (Davis New York Venture)

Variable Portfolio – Goldman Sachs Mid Cap Value Fund (Goldman Sachs Mid Cap Value)

Variable Portfolio – Partners Small Cap Value Fund (Partners Small Cap Value)


*		Prior to May 2, 2011, the funds were branded as either RiverSource, Seligman or Threadneedle.

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

Fund

Fiscal Year End

Fund Investment Category

Balanced

December 31

Balanced

Cash Management

December 31

Money market

Core Equity

December 31

Equity

Davis New York Venture

December 31

Equity

Diversified Bond

December 31

Fixed Income

Diversified Equity Income

December 31

Equity

Dynamic Equity

December 31

Equity

Emerging Markets Opportunity

December 31

Equity

Global Bond

December 31

Fixed Income

Global Inflation Protected Securities

December 31

Fixed Income

Goldman Sachs Mid Cap Value

December 31

Equity

High Yield Bond

December 31

Fixed Income

Income Opportunities

December 31

Fixed Income

International Opportunity

December 31

Equity

Large Cap Growth

December 31

Equity

Mid Cap Growth Opportunity

December 31

Equity

Mid Cap Value Opportunity

December 31

Equity

Partners Small Cap Value

December 31

Equity

S&P 500 Index

December 31

Equity

Select Large Cap Value

December 31

Equity

Select Smaller-Cap Value

December 31

Equity

Seligman Global Technology

December 31

Equity

Short Duration U.S. Government

December 31

Fixed Income

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 3

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 (i.e., shareholders) 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, subject to certain limitations, 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 chart below shows fund-specific policies that may be changed only with shareholder approval. The chart indicates whether or not the fund has a policy on a particular topic. A dash indicates that the fund does not have a policy on a particular topic. The specific policy is stated in the paragraphs that follow the table.

Table 2. Fundamental Policies

Buy or

Buy more

Issue

sell real

Buy or sell

than 10% of

than 5% of

Act as an

Borrow

Senior

Fund

estate

commodities

an issuer

Lending

underwriter

money

Securities

Concentration

Balanced

Cash Management

—

Core Equity

Diversified Bond

Diversified Equity Income

Dynamic Equity

Davis New York Venture

Emerging Markets Opportunity

Global Bond

—

Global Inflation Protected Securities

—

Goldman Sachs Mid Cap Value

High Yield Bond

Income Opportunities

International Opportunity

Large Cap Growth

Mid Cap Growth Opportunity

Mid Cap Value Opportunity

Partners Small Cap Value

S&P 500 Index

Select Large-Cap Value

Select Smaller-Cap Value

Seligman Global Technology

Short Duration U.S. Government


A.	Buy or sell real estate


	A1 –	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.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 4


	A2 –	The fund will not buy or sell real estate, commodities or commodity contracts. For purposes of this policy, real estate includes real estate limited partnerships.


	A3 –	The fund will not purchase or hold any real estate, except the fund may invest in securities secured by real estate or interests therein or issued by persons (including real estate investment trusts) which deal in real estate or interests therein.


B.	Buy or sell physical commodities


	B1 –	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 and futures contracts or from investing in securities or other instruments backed by, or whose value is derived from, physical commodities.


	B2 –	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 investing in securities or other instruments backed by, or whose value is derived from, physical commodities.


	B3 –	The fund will not purchase or sell commodities or commodity contracts, except to the extent permissible under applicable law and interpretations, as they may be amended from time to time.


C.	Buy more than 10% of an issuer


	C1 –	The fund will not purchase more than 10% of the outstanding voting securities of an issuer, except that up to 25% of the fund’s assets may be invested without regard to this 10% limitation.


	C2 –	The fund will not make any investment inconsistent with the fund’s classification as a diversified company under the 1940 Act.


D.	Invest more than 5% in an issuer


	D1 –	The fund will not invest more than 5% of its total assets in securities of any company, government, or political subdivision thereof, except the limitation will not apply to investments in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, or other investment companies, and except that up to 25% of the fund’s total assets may be invested without regard to this 5% limitation.


E.	Lending


	E1 –	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.


	E2 –	The fund will not make loans, except as permitted by the 1940 Act or any rule thereunder, any SEC or SEC staff interpretations thereof or any exemptions therefrom which may be granted by the SEC.


F.	Act as an underwriter


	F1 –	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.


	F2 –	The fund will not underwrite the securities of other issuers, except insofar as the fund may be deemed an underwriter under the 1933 Act in disposing of a portfolio securities or in connection with investments in other investment companies.


G.	Borrow Money


	G1 –	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.


	G2 –	The fund will not issue senior securities or borrow money, except as permitted by the 1940 Act or any rule thereunder, any SEC or SEC staff interpretations thereof or any exceptions therefrom which may be granted by the SEC. For borrowing, the 1940 Act permits a fund to borrow up to 33 ¹ / ₃ % of its total assets (including the amounts borrowed) from banks, plus an additional 5% of its total assets for temporary purposes, which may be borrowed from banks or other sources.


H.	Issue senior securities


	H1 –	The fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 5


I.	Concentration


	I1 –	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.


	I2 –	The fund will not invest 25% or more of its total assets, at market value, in the securities of issuer in any particular industry, provided that: 1) this limitation shall exclude securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities; and 2) for the purpose of this limitation, mortgage-related securities do not constitute an industry.

For purposes of applying the limitation set forth in the concentration policy, above, the funds will generally use the industry classifications provided by the Global Industry Classification System.

In addition to the policies described above and any fundamental policy described in the prospectus:

Additionally for Cash Management, the fund will not:


	•	Buy on margin or sell short or deal in options to buy or sell securities.


	•	Purchase common stocks, preferred stocks, warrants, other equity securities, corporate bonds or debentures, state bonds, municipal bonds, or industrial revenue bonds.


	•	Intentionally invest more than 25% of the fund’s assets taken at market value in any particular industry, except with respect to investing in U.S. government or agency securities and bank obligations. Investments are varied according to what is judged advantageous under different economic conditions.

Additionally for Seligman Global Technology, the fund will not:


	•	Purchase securities on margin except as permitted by the 1940 Act or any rule thereunder, any Securities and Exchange Commission (the “SEC”) or SEC staff interpretations thereof or any exemptions therefrom which may be granted by the SEC.

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.

For funds other than money market funds:


	•	No more than 15% of the fund’s net assets will be held in securities and other instruments that are illiquid.

For Cash Management:


	•	No more than 10% of the fund’s net assets will be held in securities and other instruments that are illiquid.

For all funds EXCEPT Cash Management, Emerging Markets Opportunity, Global Bond, Global Inflation Protected Securities, International Opportunity and S&P 500 Index:


	•	Up to 25% of the fund’s net assets may be invested in foreign investments.*

* For Balanced, the 20% limitation stated in the prospectus is an investment policy.

For Seligman Global Technology:


	•	The fund will not invest in oil, gas or other mineral exploration or development programs; provided, however, that this investment restriction shall not prohibit the fund from purchasing publicly-traded securities of companies engaging in whole or in part in such activities.


	•	The fund will not purchase securities from or sell securities to any of its officers or Trustees, except with respect to its own shares and as permissible under applicable statutes, rule ad regulations.


	•	The fund will not invest more than 5% of the value of its net assets, valued at the lower of cost or market, in warrants, of which no more than 2% of net assets may be invested in warrants and rights not listed on the New York or American Stock Exchange. For this purpose, warrants acquired by the fund in units or attached to securities may be deemed to have been purchased without cost.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 6

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 techniques, 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 3. Investment Strategies and Types of Investments

Investment Strategy

Balanced

Equity

Fixed Income

Money Market

Agency and government securities

•

Borrowing

•

Cash/money market instruments

•

Collateralized bond obligations

•

—

Commercial paper

•

Common stock

•

• A

—

Convertible securities

•

—

Corporate bonds

•

Debt obligations

•

Depositary receipts

•

• C

—

Derivative instruments (including options and futures)

•

—

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

•

• E

•

Mortgage dollar rolls

•

—

Municipal obligations

•

Pay-in-kind securities

•

—

Preferred stock

•

—

Real estate investment trusts

•

—

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 7

Investment Strategy

Balanced

Equity

Fixed Income

Money Market

Repurchase agreements

•

Reverse repurchase agreements

•

Short sales

—

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.		The following funds are not authorized to invest in common stock: Short Duration U.S. Government.

B.		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.

C.		The following funds are not authorized to invest in depositary receipts: Short Duration U.S. Government.

D.		The following funds are authorized to invest in inverse floaters: Dynamic Equity.


E.		The following funds are not authorized to invest in mortgage- and asset-backed securities: S&P 500 Index and Select Smaller-Cap Value.


F.		The following funds are authorized to invest in mortgage dollar rolls: Core Equity and Dynamic Equity.

G.		The following funds are not authorized to invest in preferred stock: Short Duration U.S. Government.

H.		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.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 8

Information Regarding Risks and Investment Strategies

RISKS

The following is a summary of risk characteristics. 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. For a fund that is actively managed, its 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.

Allocation Risk. For funds that use an asset allocation strategy in pursuit of its investment objective, there is a risk that the fund’s allocation among asset classes or investments will cause the fund’s shares to lose value or cause the fund to underperform other funds with similar investment objectives, or that the investments themselves will not produce the returns expected.

Borrowing Risk. 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.

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.

Concentration Risk. Investments that are concentrated in a particular issuer, geographic region, or sector will make the fund’s portfolio value more susceptible to the events or conditions impacting the issuer, geographic region, or sector. Because of the fund’s concentration, the fund’s overall value may decline to a greater degree than if the fund held a less concentrated portfolio.

Confidential Information Access Risk. In managing the 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 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. 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

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 9

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 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.

Currency Risk. The performance of the fund may be materially affected positively or negatively by foreign currency strength or weakness relative to the U.S. dollar, particularly if the fund invests a significant percentage of its assets in foreign securities or other assets denominated in currencies other than the U.S. dollar.

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 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 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.

Derivatives Risk - Credit Default Swaps. The Fund may enter into credit default swaps for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuer’s failure to make timely payments of interest or principal, bankruptcy or restructuring. A credit default swap may be embedded within a structured note or other derivative instrument. Swaps can involve greater risks than direct investment in the underlying securities, because swaps subject the Fund to Counterparty Credit Risk, pricing risk (i.e., swaps may be difficult to value) and Liquidity Risk (i.e., may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses). If the Fund is selling credit protection, there is a risk that a credit event will occur and that the Fund will have to pay the counterparty. If the Fund is buying credit protection, there is a risk that no credit event will occur and the Fund will receive no benefit for the premium paid.

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Derivatives Risk - Foreign Forward Currency Contracts. The Fund may enter into forward foreign currency contracts, which are types of derivative contracts, whereby the Fund may buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future for a specific exchange rate on a given date. These contracts, however, may fall in value due to foreign market downswings or foreign currency value fluctuations. The Fund may enter into forward foreign currency contracts for risk management (hedging) or investment purposes. The inability of the Fund to precisely match forward contract amounts and the value of securities involved may reduce the effectiveness of the Fund’s hedging strategy. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase in the value of the currency. When entering into forward foreign currency contracts for investment purposes, unanticipated changes in the currency markets could result in reduced performance for the Fund. The Fund may designate cash or securities in an amount equal to the value of the Fund’s forward foreign currency contracts which may limit the Fund’s investment flexibility. If the value of the designated securities declines, additional cash or securities will be so designated. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been movement in forward contract prices. When the Fund converts its foreign currencies into U.S. dollars it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market.

Derivatives Risk - Forward Contracts. The Fund may enter into forward contracts (or forwards) for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A forward is a contract between two parties to buy or sell an asset at a specified future time at a price agreed today. Forwards are traded in the over-the-counter markets. The Fund may purchase forward contracts, including those on mortgage-backed securities in the “to be announced” (TBA) market. In the TBA market, the seller agrees to deliver the mortgage backed securities for an agreed upon price on an agreed upon date, but makes no guarantee as to which or how many securities are to be delivered. Investments in forward contracts subject the Fund to Counterparty Credit Risk. For a description of the risks associated with mortgage-backed securities, see “Mortgage-Related and Other Asset-Backed Risks.”

Derivatives Risk - Forward Rate Agreements. The Fund may enter into forward rate agreements for investment purposes, for risk management (hedging) purposes, and to increase flexibility. Under forward rate agreements, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates. These transactions involve risks, including Counterparty Credit Risk, hedging risk and Interest Rate Risk.

Derivatives Risk - Futures Contracts. The Fund may enter into futures contracts, including currency, bond, index and interest rate futures for investment purposes, for risk management (hedging) purposes, and to increase flexibility. 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. The volatility of futures contracts prices has been historically greater than the volatility of stocks and bonds. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. The Fund’s investment or hedging strategies may be unable to achieve their objectives.

Derivatives Risk - Interest Rate Swaps. The Fund may enter into interest rate swap agreements 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. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and other foreign interest rates. A swap agreement can increase or decrease the volatility of the Fund’s investments and its net asset value. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged (creating Leverage Risk) and are subject to Counterparty Credit Risk, pricing risk (i.e., swaps may be difficult to value) and Liquidity Risk (i.e., may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses).

Derivatives Risk - Options. The Fund may enter into option transactions. If the Fund sells a put option, there is a risk that the Fund may be required to buy the underlying investment at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying investment at a disadvantageous price. If the Fund sells a call option on an investment that the Fund owns (a “covered call”) and the investment has increased in value when the call option is exercised, the Fund will be required to sell the investment at the call price and will not be able to realize any of the

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investment’s value above the call price. These transactions involve risk, including correlation risk, Counterparty Credit risk, hedging risk and Leverage Risk.

Derivatives 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. Warrants may be subject to the risk that the securities could lose value. There also is the risk that the potential exercise price may exceed the market price of the warrants or rights.

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.

Focused Portfolio Risk. The Fund, because it may invest in a limited number of companies, 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 Fund’s net asset value. To the extent the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities declines in price.

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/Emerging Markets Investing. Foreign securities are defined as 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:

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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 may be very 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.

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 portfolio managers upon their 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.

High Yield Securities Risk. Non-investment grade fixed-income 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 fixed-income securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

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.

Indexing Risk. For funds that are managed to an index, the fund’s performance will rise and fall, subject to any tracking error, as the performance of the index rises and falls.

Industry Concentration Risk. Investments that are concentrated in a particular issuer will make the fund’s portfolio value more susceptible to the events or conditions impacting that particular industry. Because the fund may invest more than 25%

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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, 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 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. The securities in the 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 charges also may increase payments 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 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. 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.

Multi-Adviser Risk. The fund has multiple subadvisers. Each subadviser makes investment decisions independently from the other subadviser(s). It is possible that the security selection process of one subadviser will not complement or may even contradict that of the other subadviser(s), including makings off-setting trades that have no net effect to the fund, but which may increase fund expenses. As a result, the fund’s exposure 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.

Non-Diversification Risk. 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.

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Portfolio Turnover Risk. The portfolio managers may actively and frequently trade securities in the fund’s portfolio to carry out its investment strategies. A high portfolio turnover rate increases transaction costs, which may increase the fund’s expenses.

Prepayment and Extension Risk. 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. If a loan or 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 the funds. There can be no assurance that the methodology will enable the fund to achieve its objective.

Reinvestment Risk. The risk that an investor will not be able to reinvest income or principal at the same rate it currently is earning.

Sector Risk. Investments that are concentrated in a particular issuer, geographic region, industry or sector will be more susceptible to the financial market or economical conditions or events affecting the particular issuer, geographic region, industry or sector. The more a fund diversifies its investments, the more it spreads risk and potentially reduces the risks of loss and volatility.

Short Selling Risk. The fund may make short sales, which involves selling a security the fund does not own in anticipation that the security’s price will decline. The fund must borrow those securities to make delivery to the buyer. The fund may not always be able to borrow a security it wants to sell short. The fund will suffer a loss if it sells a security short and the value of the security rises rather than falls. It is possible that the fund’s long positions will decline in value at the same time that the value of its short positions increase, thereby increasing potential losses to the fund. Short sales expose the fund to the risk that it will be required to buy the security sold short (also known as “covering” the short position) at a time when the security has appreciated in value, thus resulting in a loss to the fund. The fund may also be required to close out a short position at a time when it might not otherwise choose, for example, if the lender of the security calls it back, which may have the effect of reducing or eliminating potential gain, or cause the fund to realize a loss. Short positions introduce more risk to the fund than long positions (purchases) because the maximum sustainable loss on a security purchased (held long) is limited to the amount paid for the security plus the transaction costs, whereas there is no maximum attainable price of the shorted security. Therefore, in theory, securities sold short have unlimited risk. Additionally, the fund’s use of short sales in effect “leverages” the fund, as the fund intends to use the cash proceeds from short sales to invest in additional long positions. This leverage effect potentially exposes the fund to greater risks due to unanticipated market movements, which may magnify losses and increase the volatility of returns. See Leverage Risk and Market Risk.

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.

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.

The largest risks associated with sovereign debt include Credit Risk and Risks of Foreign/Emerging Markets Investing.

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Tracking Error Risk. For funds that are managed to an index, the fund may not track the index perfectly because differences between the index and the fund’s portfolio can cause differences in performance. The investment manager purchases securities and other instruments in an attempt to replicate the performance of the index. However, the tools that the investment manager uses to replicate the index are not perfect and the fund’s performance is affected by factors such as the size of the fund’s portfolio, transaction costs, management fees and expenses, brokerage commissions and fees, the extent and timing of cash flows in and out of the fund and changes in the index.

In addition, the returns from a specific type of security (for example, mid-cap stocks) may trail returns from other asset classes or the overall market. Each type of security will go through cycles of doing better or worse than stocks or bonds in general. These periods may last for several years.

Value Securities Risk. Value securities involve the risk that they may never reach what the portfolio managers believe is their full market value either because the market fails to recognize the stock’s intrinsic worth or the portfolio managers 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. The following describes strategies that many mutual funds use and types of securities that they purchase. 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

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

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.

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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.

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

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

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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

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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

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.

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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 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.

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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 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.

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.

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: Derivatives Risk and Liquidity Risk.

Exchange-Traded Funds

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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.

Generally, under the 1940 Act, a fund may not acquire shares of another investment company (including ETFs) if, immediately after such acquisition, (i) such fund would hold more than 3% of the other investment company’s total outstanding shares, (ii) if such fund’s investment in securities of the other investment company would be more than 5% of the value of the total assets of the Fund, or (iii) if more than 10% of such fund’s total assets would be invested in investment companies. The SEC has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by other investment companies in excess of these limits.

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.

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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 (Net Asset Value) 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.

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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.

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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.

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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.)

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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.

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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. 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.

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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

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

To generate additional income, a fund may lend up to 33%, or such lower percentage specified by the fund or investment manager of the value of its total assets (including securities out on loan) 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 require 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.

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may create a conflict of interest between the Lending Agent (or its affiliates) and the fund with respect to the management of such collateral. 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. The investment manager is not responsible for any loss incurred by the funds in connection with the securities lending program.

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

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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.

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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.

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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.)

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

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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.

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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 up front 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.

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 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

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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

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.

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

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 Columbia Management Investment 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.

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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, 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.

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

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 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.

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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.

Affiliate Transactions

Subject to applicable legal and regulatory requirements, the fund may enter into transactions in which Ameriprise Financial and/or its affiliates, or companies that are deemed to be affiliates of the fund (e.g., due to, among other factors, their or their affiliates’ ownership or control of shares of the fund) may have an interest that potentially conflicts with the interests of the fund. For example, an affiliate of Ameriprise Financial may sell securities to the fund from an offering in which it is an underwriter or from securities that it owns as a dealer, subject to applicable legal and regulatory requirements. Applicable legal and regulatory requirements also may prevent the fund from engaging in transactions with an affiliate of the fund, which may include Ameriprise Financial and its affiliates, or from participating in an investment opportunity in which an affiliate of the fund participates.

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.

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.

Certain Investment Limitations

From time to time, the investment manager or subadviser for a fund and their respective affiliates (“adviser group”) will be trading in the same securities or be deemed to beneficially hold the same securities. Due to regulatory and other restrictions or limits in various countries or industry- or issuer-specific restrictions or limitations (e.g., poison pills) that restrict the amount of securities or other investments of an issuer that may be held on an aggregate basis by an adviser group, a fund may be limited or prevented from acquiring securities of an issuer that the fund’s adviser may otherwise prefer to purchase. For example, many countries limit the amount of outstanding shares that may be held in a local bank by an adviser group. In these circumstances, a fund may be limited or prevented from purchasing additional shares of a bank if the purchase would put the adviser group over the regulatory limit when the adviser group’s holdings are combined together or with the holdings of the funds’ affiliates, even if the purchases alone on behalf of a specific fund would not be in excess of such limit. Additionally, regulatory and other applicable limits are complex and vary significantly, including, among others, from country to country, industry to industry and issuer to issuer. However, given the complexity of these limits, a fund’s adviser may inadvertently breach these limits, and a fund may be required to sell securities of an issuer in order to be in compliance with such limits even if the fund’s adviser may otherwise prefer to continue to hold such securities. At certain times, the funds may be restricted in their investment activities because of relationships an affiliate of the fund’s, which may include Ameriprise Financial and its affiliates, may have with the issuers of securities.

The investment manager has portfolio management teams in its multiple geographic locations 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 the multiple geographic locations, it operates in this structure subject to its duty to seek best execution.

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The following table shows total brokerage commissions paid in the last three fiscal periods. Substantially all firms through whom transactions were executed provide research services.

Table 4. Total Brokerage Commissions


Total Brokerage Commissions
Fund	2010		2009		2008


Balanced	$	312,914	$	869,205	$	1,121,735


Cash Management		0		0		0


Core Equity		58,040		200,188		710,273


Davis New York Venture		1,113,702		1,048,521		519,727


Diversified Bond		163,828		153,986		126,605


Diversified Equity Income		1,664,250		3,510,488		2,994,258


Dynamic Equity		428,231		1,620,965		5,889,997


Emerging Markets Opportunity		2,681,293		4,519,114		4,969,369


Global Bond		15,261		16,557		34,295


Global Inflation Protected Securities		117,645		36,910		13,433


Goldman Sachs Mid Cap Value		1,171,537		31,061		41,852


High Yield Bond		0		0		0


Income Opportunities		0		0		0


International Opportunity		1,047,089		1,163,590		1,304,080


Large Cap Growth		653,834		1,037,696		2,182,611


Mid Cap Growth Opportunity		1,157,042		1,517,464		1,087,495


Mid Cap Value Opportunity		1,000,803		339,159		410,260


Partners Small Cap Value		2,185,780		1,776,716		2,216,055


S&P 500 Index		48,972		116,758		25,248


Select Large-Cap Value		9,723		6,433		24,071


Select Smaller-Cap Value		24,965		38,672		1,129,041


Seligman Global Technology		16,700		24,679		30,584


Short Duration U.S. Government		22,370		16,834		19,489

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For the last fiscal period, transactions were specifically directed to firms in exchange for research services as shown in the following table. The table also shows portfolio turnover rates for the last two fiscal periods. Higher turnover rates may result in higher brokerage expenses and taxes.

Table 5. Brokerage Directed for Research and Turnover Rates



	Brokerage Directed for Research*

			Amount of Commissions
	Amount of Transactions		Imputed or Paid		Turnover Rates

Fund	2010		2010		2010			2009

Balanced	$	201,131,060	$	104,580		156	% ^(a)		208	%


Cash Management		0				N/A			N/A


Core Equity		94,684,093		35,944		109			76


Davis New York Venture		0		0		32			21


Diversified Bond		0		0		382	^(a)		434	^(a)


Diversified Equity Income		1,182,046,826		565,221		26			49


Dynamic Equity		524,372,832		234,238		87			70


Emerging Markets Opportunity		1,086,654,116		2,422,497		86			145


Global Bond		0		0		66			77


Global Inflation Protected Securities		0		0		66			135


Goldman Sachs Mid Cap Value		3,158,358		406		85			99


High Yield Bond		0		0		88			102


Income Opportunities		0		0		77			70


International Opportunity		723,227,155		973,431		76			90


Large Cap Growth		46,988,828		48,985		152			152


Mid Cap Growth Opportunity		402,430,880		455,235		100			126


Mid Cap Value Opportunity		558,906,669		449,719		80			39


Partners Small Cap Value		537,253,588		604,152		57			58


S&P 500 Index		56,568,072		32,225		22			31


Select Large-Cap Value		662,604		720		4			16


Select Smaller-Cap Value		92,554		62		5			6


Seligman Global Technology		1,185,942		1,691		96			153


Short Duration U.S. Government		0		0		323	^(a)		428	^(a)


*		Reported numbers include third party soft dollar commissions and portfolio manager directed commissions directed for research. Columbia Management also receives proprietary research from brokers, but because these are bundled commissions for which the research portion is not distinguishable from the execution portion, their amounts have not been included in the table.


(a)		A significant portion of the turnover was the result of “roll” transactions in liquid derivatives and Treasury securities. In the derivative transactions, positions in expiring contracts are liquidated and simultaneously replaced with positions in new contracts with equivalent characteristics. In the Treasury transactions, existing holdings are sold to purchase newly issued securities with slightly longer maturity dates. Although these transactions affect the turnover rate of the portfolio, they do not change the risk exposure or result in material transaction costs. The remaining turnover resulted from strategic reallocations and relative value trading. After transaction costs, this activity is expected to enhance the returns on the fund.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 40

As of the end of the most recent fiscal period, the fund held securities of its regular brokers or dealers or of the parent of those brokers or dealers that derived more than 15% of gross revenue from securities-related activities as presented below.

Table 6. Securities of Regular Brokers or Dealers


		Value of securities owned at
Fund	Issuer	end of fiscal period
Balanced	Bear Stearns Commercial Mortgage Securities	$	139,835

	ChaseFlex Trust		1,474,435

	Citigroup, Inc.		244,167

	Citigroup Commercial Mortgage Trust		694,238

	Citigroup/Deutsche Bank Commercial Mortgage Trust		1,842,450

	Citigroup Mortgage Loan Trust, Inc.		1,880,173

	Credit Suisse First Boston Mortgage Securities Corp.		887,706

	The Goldman Sachs Group, Inc.		16,649,858

	GS Mortgage Securities Corp. II		1,717,085

	JP Morgan Chase		21,673,141

	JP Morgan Chase & Co.		2,461,004

	JP Morgan Chase Commercial Mortgage Securities		6,143,140

	LB-UBS Commercial Mortgage Trust		4,064,409

	Merrill Lynch Mortgage Trust		208,122

	Morgan Stanley		13,478,966

	Morgan Stanley ABS Capital I		2,779,980

	Morgan Stanley Reremic Trust		5,821,996

Cash Management	None		N/A

Core Equity	Citigroup, Inc.		1,871,907

	Franklin Resources, Inc		3,058,275

	The Goldman Sachs Group, Inc.		1,496,624

	JPMorgan Chase & Co.		5,862,444

Davis New York Venture	The Charles Schwab Corp.		751,129

	The Goldman Sachs Group, Inc.		8,670,330

	JPMorgan Chase & Co.		1,371,014

Diversified Bond	Bear Stearns Asset-Backed Securities Trust		3,916,718

	Bear Stearns Commercial Mortgage Securities		4,429,474

	Bear Stearns Mortgage Funding Trust		959,069

	ChaseFlex Trust		210,634

	Citigroup Commercial Mortgage Trust		4,262,622

	Citigroup/Deutsche Bank Commercial Mortgage Trust		13,244,153

	Citigroup Mortgage Loan Trust, Inc.		37,375,140

	Credit Suisse Mortgage Capital Certificates		59,032,444

	CS First Boston Mortgage Securities Corp.		19,680,026

	GS Mortgage Securities Corp. II		15,678,876

	The Goldman Sachs Group, Inc.		4,236,203

	Jefferies & Co., Inc.		6,789,693

	JPMorgan Chase & Co.		22,449,420

	JPMorgan Chase Commercial Mortgage Securities		76,950,144

	JPMorgan Mortgage Acquisition Corp.		3,365,338

	JP Morgan Reremic		5,934,521

	LB-UBS Commercial Mortgage Trust		19,706,194

	Merrill Lynch Mortgage Trust		1,903,553

	Morgan Stanley		20,998,545

	Morgan Stanley ABS Capital I		4,897,218

	Morgan Stanley Remeric Trust		51,722,517

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 41


		Value of securities owned at
Fund	Issuer	end of fiscal period
Diversified Equity Income	The Goldman Sachs Group, Inc.	$	67,948,748

	JPMorgan Chase & Co.		81,539,300

	Morgan Stanley		44,778,000

Dynamic Equity	Citigroup, Inc.		28,082,767

	Franklin Resources, Inc.		4,499,334

	The Goldman Sachs Group, Inc.		8,391,185

	JPMorgan Chase & Co.		8,416,128

Emerging Markets Opportunity	None		N/A

Global Bond	Citigroup, Inc.		2,485,712

	Citigroup/Deutsche Bank Commercial Mortgage Trust		1,110,337

	Credit Suisse First Boston Corp.		4,646,829

	The Goldman Sachs Group, Inc.		1,613,083

	JPMorgan Chase & Co.		5,892,878

	JPMorgan Chase Commercial Mortgage Securities		15,188,578

	LB-UBS Commercial Mortgage Trust		4,772,762

	Morgan Stanley		8,330,919

	Morgan Stanley ABS Capital I		1,533,408

	Morgan Stanley Remeric Trust		1,924,644

Global Inflation Protected Securities	Bear Stearns Commercial Mortgage Securities		14,620,848

	GS Mortgage Securities Corp. II		1,581,826

	Jefferies & Co., Inc.		1,440,331

	JPMorgan Chase Commercial Mortgage Securities		4,783,535

	JPMorgan Mortgage Trust		10,158,299

	LB-UBS Commercial Mortgage Trust		10,404,863

	Morgan Stanley Remeric Trust		5,744,918

Goldman Sachs Mid Cap Value	Legg Mason, Inc.		6,830,004

High Yield Bond	E*TRADE Financial Corp.		5,190,900

Income Opportunities	E*TRADE Financial Corp.		7,873,000

International Opportunity	Credit Suisse Group AG		4,532,526

Large Cap Growth	JPMorgan Chase & Co.		2,275,960

	Morgan Stanley		1,676,843

Mid Cap Growth Opportunity	Affiliated Managers Group, Inc.		2,385,646

	E*TRADE Financial Corp.		2,109,264

	Stifel Financial Corp.		917,510

Mid Cap Value Opportunity	None		N/A

Partners Small Cap Value	Knight Capital Group Inc., Class A		2,877,008

	Primerica, Inc.		1,494,043

S&P 500 Index	Ameriprise Financial		267,780

	The Charles Schwab Corp.		317,698

	Citigroup, Inc.		2,571,308

	E*Trade Financial Corp.		59,728

	Franklin Resources, Inc.		301,490

	The Goldman Sachs Group, Inc.		1,612,992

	JPMorgan Chase & Co.		3,103,405

	Legg Mason, Inc.		104,494

	Morgan Stanley		770,207

	PNC Financial Services Group, Inc.		596,453

Select Large-Cap Value	JPMorgan Chase & Co.		1,484,700

	Morgan Stanley		598,620

Select Smaller-Cap Value	None		N/A

Seligman Global Technology	None		N/A

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 42


		Value of securities owned at
Fund	Issuer	end of fiscal period
Short Duration U.S. Government	Bear Stearns Asset-Backed Securities Trust	$	395,229

	Citigroup Funding, Inc.		3,198,192

	Citigroup Mortgage Loan Trust		6,142,160

	Credit Suisse Mortgage Capital Certificates		13,122,001

	The Goldman Sachs Group, Inc.		5,035,730

	Jefferies & Co., Inc.		645,021

	JPMorgan Chase & Co.		1,768,325

	Morgan Stanley		5,508,869

	Morgan Stanley ABS Capital		2,584,657

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.

No fund paid brokerage commissions in the last three fiscal periods to brokers affiliated with the fund’s investment manager.

Valuing Fund Shares

As of the end of the most recent fiscal period, the computation of net asset value was based on net assets divided by shares outstanding as shown in the following table. All expenses of a fund, including the management fee, administrative services fee and distribution fees, as applicable, are accrued daily and taken into account for purposes of determining NAV.

Table 7. Valuing Fund Shares


Fund	Net assets		Shares outstanding		Net asset value of one share

*For funds with fiscal period ending Dec. 31, 2010*

Balanced
Class 3	$	959,999,995		69,413,319	$	13.83


Cash Management
Class 1		212,829,673		212,826,382		1.00
Class 2		3,829,386		3,829,476		1.00
Class 3		621,642,097		621,644,748		1.00


Core Equity		186,322,226		24,357,384		7.65


Davis New York Venture
Class 1		1,348,356,001		134,896,137		10.00
Class 2		471,578		47,188		9.99
Class 3		79,767,617		7,985,012		9.99


Diversified Bond
Class 1		2,224,175,983		202,213,942		11.00
Class 2		3,422,137		311,375		10.99
Class 3		1,712,149,486		155,648,221		11.00

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 43


Fund	Net assets		Shares outstanding		Net asset value of one share
Diversified Equity Income
Class 1	$	1,554,974,720		117,924,658	$	13.19
Class 2		1,191,024		90,542		13.15
Class 3		1,572,799,748		119,444,089		13.17


Dynamic Equity
Class 1		5,376		278		19.34
Class 2		32,310		1,672		19.32
Class 3		1,373,003,142		71,064,322		19.32


Emerging Markets Opportunity
Class 1		490,399,039		27,326,173		17.95
Class 2		2,050,323		114,426		17.92
Class 3		557,230,595		31,067,970		11.94


Global Bond
Class 1		1,086,905,424		92,927,464		11.70
Class 2		1,826,584		156,264		11.69
Class 3		520,055,476		44,452,275		11.70


Global Inflation Protected Securities
Class 1		2,209,104,701		231,652,013		9.54
Class 2		1,226,736		128,799		9.52
Class 3		330,937,383		34,691,077		9.54


Goldman Sachs Mid Cap Value
Class 1		886,881,269		79,296,234		11.18
Class 2		527,015		47,185		11.17
Class 3		16,108,047		1,440,548		11.18


High Yield Bond
Class 1		5,399		778		6.94
Class 2		2,131,839		307,829		6.93
Class 3		677,779,776		97,767,049		6.93


Income Opportunities
Class 1		842,201,619		78,794,161		10.69
Class 2		929,313		87,063		10.67
Class 3		251,746,685		23,511,781		10.71


International Opportunity
Class 1		5,729		474		12.09
Class 2		533,699		44,210		12.07
Class 3		527,736,976		43,676,680		12.08


Large Cap Growth
Class 1		5,380		789		6.82
Class 2		319,713		46,961		6.81
Class 3		233,165,356		34,177,177		6.82


Mid Cap Growth Opportunity
Class 1		5,469		376		14.55
Class 2		133,894		9,218		14.53
Class 3		407,945,453		28,073,949		14.53


Mid Cap Value Opportunity
Class 1		720,087,270		65,710,899		10.96
Class 2		321,156		29,328		10.95
Class 3		137,109,766		12,523,398		10.95


Partners Small Cap Value
Class 1		1,168,661,063		76,487,760		15.28
Class 2		484,367		31,764		15.25
Class 3		284,055,158		18,619,632		15.26


S&P 500 Index*
Class 3		216,263,694		25,128,735		8.61

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 44


Fund	Net assets		Shares outstanding		Net asset value of one share
Select Large-Cap Value
Class 1	$	5,259		524	$	10.04
Class 2		198,772		19,824		10.03
Class 3		29,721,429		2,964,999		10.02


Select Smaller-Cap Value
Class 1		5,539		481		11.52
Class 2		190,030		16,521		11.50
Class 3		88,168,022		7,662,006		11.51


Seligman Global Technology
Class 1		4,053,108		195,882		20.69
Class 2		1,882,574		92,737		20.30


Short Duration U.S. Government
Class 1		733,780,708		70,702,643		10.38
Class 2		1,985,171		191,566		10.36
Class 3		417,767,673		40,276,118		10.37

* S&P 500 added Class 1 and Class 2 after the fiscal year end; therefore no reporting is available.

For Funds other than Money Markets Funds. 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.

	•	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.

	•	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. Typically 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 at an evaluated bid 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.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 45

For Money Market Funds. In accordance with Rule 2a-7 of the 1940 Act, all of the securities in the fund’s portfolio are valued at amortized cost. The amortized cost method of valuation 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. Amortized cost does not take into consideration unrealized capital gains or losses.

The Board has established procedures designed to stabilize the fund’s price per share for purposes of sales and redemptions at $1, to the extent that it is reasonably possible to do so. These procedures include review of the fund’s securities by the Board, at intervals deemed appropriate by it, to determine whether the fund’s net asset value per share computed by using available market quotations deviates from a share value of $1 as computed using the amortized cost method. The Board must consider any deviation that appears and, if it exceeds 0.5%, it must determine what action, if any, needs to be taken. If the Board determines a deviation exists that may result in a material dilution of the holdings of current shareholders or investors, or in any other unfair consequences for shareholders, it must undertake remedial action that it deems necessary and appropriate. Such action may include withholding dividends, calculating net asset value per share for purposes of sales and redemptions using available market quotations, making redemptions in kind, and selling securities before maturity in order to realize capital gains or losses or to shorten average portfolio maturity.

While the amortized cost method provides certainty and consistency in portfolio valuation, it may result in valuations of securities that are either somewhat higher or lower than the prices at which the securities could be sold. This means that during times of declining interest rates the yield on the fund’s shares may be higher than if valuations of securities were made based on actual market prices and estimates of market prices. Accordingly, if using the amortized cost method were to result in a lower portfolio value, a prospective investor in the fund would be able to obtain a somewhat higher yield than the investor would get if portfolio valuations were based on actual market values. Existing shareholders, on the other hand, would receive a somewhat lower yield than they would otherwise receive. The opposite would happen during a period of rising interest rates.

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 policies and procedures 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.

Public Disclosures

The funds’ portfolio holdings are currently disclosed to the public through filings with the SEC and postings on the funds’ website. The information is available on the funds’ website as described below.


	•	For Equity and Balanced funds, a complete list of fund portfolio holdings as of month-end are posted on the website on a monthly basis approximately, but no earlier than, 15 calendar days after each month-end. The four most recent consecutive monthly disclosures remain posted for each fund. Such portfolio holdings information posted on the website includes the name of each portfolio security, number of shares held by the fund, value of the security and the security’s percentage of the market value of the fund’s portfolio as of month-end.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 46


	•	For Fixed Income funds, a complete list of fund portfolio holdings as of calendar quarter-end are posted on the website on a quarterly basis approximately, but no earlier than, 30 calendar days after such quarter-end, and remain posted at least until the date on which the fund files its Form N-CSR or Form N-Q with the SEC for the subsequent fiscal period. Fixed income fund portfolio holdings information posted on the website shall include the name of each portfolio security, maturity/rate, par value and the security’s percentage of the market value of the fund’s portfolio as of calendar quarter-end.

	•	For Money Market funds, a complete list of fund portfolio holdings as of month-end are posted on the website on a monthly basis, approximately five business days after such month-end. Commencing with the month-end holdings as of September 2010 and thereafter, such month-end holdings will be continuously available on the website for at least six months, together with a link to an SEC webpage where a user of the website may obtain access to the fund’s most recent 12 months of publicly available filings on Form N-MFP. Additionally, as of September 2010 and thereafter, Money Market fund portfolio holdings information posted on the website will, at minimum, include with respect to each holding, the name of the issuer, the category of investment (e.g., Treasury debt, government agency debt, asset backed commercial paper, structured investment vehicle note), the CUSIP number (if any), the principal amount, the maturity date (as determined under Rule 2a-7 for purposes of calculating weighted average maturity), the final maturity date (if different from the maturity date previously described), coupon or yield and the amortized cost value. The Money Market funds will also disclose on the website the overall weighted average maturity and weighted average life maturity of a holding and any other information that may be required by the SEC.

Portfolio holdings of funds owned solely by affiliates of the investment manager may not be disclosed on the website. 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 on the SEC’s website within sixty (60) days of the end of a fund’s fiscal quarter.

In addition, the investment manager makes publicly available information regarding certain fund’s largest five to fifteen holdings, as a percent of the market value of the funds’ portfolios as of a month-end. This holdings information is made publicly available through the website (columbiamanagement.com), approximately fifteen (15) days following the month-end. The scope of the information that is made available on the funds’ websites pursuant to the funds’ policies may change from time to time without prior notice.

Other Disclosures

The funds’ policies and procedures provide that no disclosures of the funds’ portfolio holdings may be made prior to the portfolio holdings information being made public unless (i) the funds have a legitimate business purpose for making such disclosure, (ii) the funds or their authorized agents authorize such non-public disclosure of information, and (iii) the party receiving the non-public information enters into an appropriate confidentiality agreement or is otherwise subject to a confidentiality obligation.

In determining the existence of a legitimate business purpose for making portfolio disclosures, the following factors, among others, are considered: (i) any prior disclosure must be consistent with the anti-fraud provisions of the federal securities laws and the fiduciary duties of the investment manager; (ii) any conflicts of interest between the interests of fund shareholders, on the one hand, and those of the investment manager, the funds’ distributor or any affiliated person of a fund, the investment manager or distributor on the other; and (iii) any prior disclosure to a third party, although subject to a confidentiality agreement, would not make conduct lawful that is otherwise unlawful.

In addition, the funds periodically disclose their portfolio information on a confidential basis to various service providers that require such information to assist the funds with their day-to-day business affairs. These service providers include each fund’s sub-advisor(s) (if any), affiliates of the investment manager, the funds’ custodian, sub-custodians, the funds’ independent registered public accounting firm, legal counsel, financial printers, proxy solicitor and proxy voting service provider, as well as ratings agencies that maintain ratings on certain funds. These service providers are required to keep such information confidential, and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the funds. The funds also may disclose portfolio holdings information to broker/dealers and certain other entities in connection with potential transactions and management of the funds, provided that reasonable precautions, including limitations on the scope of the portfolio holdings information disclosed, are taken to avoid any potential misuse of the disclosed information.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 47

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 policies 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 legal department, Compliance, and the funds’ President. The PHC has been authorized by each 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 either the fund’s President, Chief Compliance Officer or General Counsel or their respective designees. On at least an annual basis, the PHC reviews the approved recipients of selective disclosure and may require a resubmission of the request, in order to re-authorize certain 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.

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.

The funds currently have ongoing arrangements with certain approved recipients with respect to the disclosure of portfolio holdings information prior to such information being made public. Portfolio holdings information disclosed to such recipients is current as of the time of its disclosure, is disclosed to each recipient solely for purposes consistent with the services described below and has been authorized in accordance with the policy. These special arrangements are described in the table below.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 48

Ongoing Portfolio Holdings Disclosure Arrangements:

In addition to the daily information provided to the fund’s custodians, subcustodians, administrator and investment advisers, the following disclosure arrangements are in place:


		Frequency
Identity of Recipient	Conditions/restrictions on use of information	of disclosure

Bitlathe	Website support for fund performance disclosure	Monthly

BlackRock, Inc.	For providing trading operations and portfolio management support.	Daily

Bloomberg, L.P.	For independent research of funds. Sent monthly, approximately 30 days after month end.	Monthly

Bowne & Co.	For printing of proxies and annual updates to prospectuses and SAIs.	As needed

Cenveo, Inc.	For printing of prospectuses, supplements, SAIs and shareholder reports.	As needed

Factset Research Systems	For provision of quantitative analytics, charting and fundamental data to the investment manager.	Daily

Investment Technology Group, Inc. (ITG, formerly known as Plexus Group)	For evaluation and assessment of trading activity, execution and practices by the investment manager.	Daily

InvestorTools, Inc.	Provide descriptive data for municipal securities	Daily

Morningstar, Inc.	For independent research and ranking of funds. Sent monthly, approximately 25 days after month end.	Monthly

RiskMetrics Group (formerly Institutional Shareholder Services)	Proxy voting administration and research on proxy matters.	Daily

Thomson Reuters Corp. (Lipper)	Information provided monthly with a 30 day lag to assure accuracy of Lipper Fact Sheets.	Monthly

Proxy Voting

GENERAL GUIDELINES, POLICIES AND PROCEDURES

These Proxy Voting Policies and Procedures apply only to the funds and portfolios (the “Funds”) that historically bore the RiverSource or Seligman brands, including those renamed to bear the “Columbia” brand effective Sept. 27, 2010.

The Funds uphold a long tradition of supporting sound and principled corporate governance. For more than 30 years, the Funds’ Boards of Trustees/Directors (“Board”), which consist of a majority of independent Board members, has determined policies and voted proxies. The Funds’ investment manager and administrator, Columbia Management Investment Advisers, LLC (“Columbia Management”), provide support to the Board in connection with the proxy voting process.

GENERAL GUIDELINES

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:

Election of Directors


	•	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 the recommendations of the company’s nominating committee because the Board believes that 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 generally also withhold

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		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 exhibited poor governance such as involvement in options backdating, financial restatements or material weaknesses in control, approving egregious compensation or have consistently disregarded the interests of shareholders.


	•	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 in the absence of majority voting, generally will support cumulative voting.


	•	Votes in a contested election of directors are evaluated on a case-by-case basis.

Defense Mechanisms — The Board generally supports proposals eliminating provisions requiring supermajority approval of certain actions. The Board generally supports proposals to opt out of control share acquisition statutes and proposals restricting a company’s ability to make greenmail payments. The Board reviews management proposals submitting shareholder rights plans (poison pills) to shareholders on a case-by-case basis.

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 company’s recommendation for auditor, including, for example, auditor involvement in significant financial restatements, options backdating, conflicts of interest, material weaknesses in control, attempts to limit auditor liability or situations where independence has been compromised.

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 generally votes for plans if they are reasonable and consistent with industry and country standards and against plans that it believes dilute shareholder value substantially.

The Board generally favors minimum holding periods of stock obtained by senior management pursuant to equity compensation plans and will vote against compensation plans for executives that it deems excessive.

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. The Board generally abstains or votes against these proposals.

POLICY 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 (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 address any conflicts between interests of a Fund’s shareholders and those of Columbia Management 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 Columbia Management 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. The Proxy Team 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 Proxy Team relies on Columbia Management investment personnel (or the investment personnel of a Fund’s subadviser(s)) and information obtained from an independent research firm. The Proxy Team makes the recommendation in writing. The Board Chair or other Board members who are independent from the investment manager will 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 generally sends a letter to senior management of the company explaining the basis for its vote. This permits both the

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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 Columbia Management 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 Columbia Management 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 Funds may invest in shares of other funds managed by Columbia Management (referred to in this context as “underlying funds”) and may own substantial portions of these underlying funds. In general, 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, 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; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.

OBTAIN A PROXY VOTING RECORD

Each year the 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 columbiamanagement.com 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.

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.

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A fund will sell any shares presented by the shareholders Accounts of participating 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.

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.

REJECTION OF BUSINESS

Each fund and the distributor of the funds reserve the right to reject any business, in their sole discretion.

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Capital Loss Carryover

For federal income tax purposes, certain funds had total capital loss carryovers at the end of the most recent fiscal period that, if not offset by subsequent capital gains, will expire as follows. Because the measurement periods for a regulated investment company’s income are different for excise tax purposes verses income tax purposes, special rules are in place to protect the amount of earnings and profits needed to support excise tax distributions. As a result, the funds are permitted to treat net capital losses realized between November 1 and its fiscal year end (“post-October loss”) as occurring on the first day of the following tax year. The total capital loss carryovers below include post-October losses, if applicable. It is unlikely that the Board will authorize a distribution of any net realized capital gains until the available capital loss carryover has been offset or has expired except as required by Internal Revenue Service rules.

Table 8. Capital Loss Carryover


	Total		Amount		Amount		Amount		Amount		Amount		Amount		Amount		Amount
	capital loss		expiring in		expiring in		expiring in		expiring in		expiring in		expiring in		expiring in		expiring in
Fund	carryovers		2011		2012		2013		2014		2015		2016		2017		2018

Balanced	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Cash Management	$	2,605,202	$	0	$	0	$	150	$	0	$	1,337	$	282,517	$	2,314,644	$	6,554

Core Equity	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Davis New York Venture	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Diversified Bond	$	22,490,998	$	0	$	0	$	0	$	0	$	0	$	0	$	21,568,860	$	922,138


Diversified Equity Income	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Dynamic Equity	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Emerging Markets Opportunity	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Global Bond	$	1,320,477	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	1,320,477


Global Inflation Protected Securities	$	4,285,587	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	4,285,587

Goldman Sachs Mid Cap Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


High Yield Bond	$	145,932,379	$	0	$	0	$	760,493	$	0	$	0	$	72,914,336	$	72,257,550	$	0


Income Opportunities	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


International Opportunity	$	199,117,745	$	21,881,478	$	0	$	0	$	0	$	0	$	28,239,702	$	148,996,565	$	0


Large Cap Growth	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Mid Cap Growth Opportunity	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Mid Cap Value Opportunity	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Partners Small Cap Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


S&P 500 Index	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Select Large-Cap Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0

Select Smaller-Cap Value	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0


Seligman Global Technology	$	973,681	$	108,762	$	0	$	0	$	0	$	0	$	544,777	$	320,142	$	0

Short Duration U.S. Government	$	13,161,233	$	0	$	0	$	0	$	0	$	0	$	0	$	10,526,633	$	2,634,600

Taxes

Each Fund other than Columbia Variable Portfolio — Cash Management Fund, Columbia Variable Portfolio — Core Bond Fund, Columbia Variable Portfolio — Diversified Bond Fund, Columbia Variable Portfolio — Emerging Markets Opportunity Fund, Columbia Variable Portfolio — Global Bond Fund, Columbia Variable Portfolio — Global Inflation Protected Securities Fund, Columbia Variable Portfolio — High Yield Bond Fund, Columbia Variable Portfolio — Income Opportunities Fund, Columbia Variable Portfolio — International Opportunity Fund and Columbia Variable Portfolio — Short Duration U.S. Government Fund (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”).

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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.

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 other than the Columbia Variable Portfolio — Core Equity 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 Columbia Variable Portfolio — Core Equity Fund will be treated as an entity disregarded from its owner for federal income tax purposes (a so-called “disregarded entity”). A disregarded entity itself is not subject to U.S. federal income tax nor to any annual tax return filing requirements.

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.

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.

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Service Providers

INVESTMENT MANAGEMENT SERVICES

Columbia Management 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. For Seligman Global Technology, Columbia Management serves as the investment manager effective Nov. 7, 2008. Prior to that date, J.&W. Seligman & Co. Incorporated served as the fund’s investment manager.

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 10. Investment Management Services Agreement Fee Schedule


					Daily rate on
	Assets	Annual rate at			last day of most
Fund	(billions)	each asset level			recent fiscal period


Balanced ^(a)	First $0.5		0.660	%	0.530%
	Next 0.5		0.615
	Next 0.5		0.570
	Next 1.5		0.520
	Next 3.0		0.510
	Over 6.0		0.490


Cash Management	First $1.0		0.330		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


Diversified Bond ^(b)	First $1.0		0.430		0.443%
	Next 1.0		0.420
	Next 4.0		0.400
	Next 1.5		0.380
	Next 1.5		0.365
	Next 3.0		0.360
	Next 8.0		0.350
	Next 4.0		0.340
	Next 26.0		0.320
	Over 50.0		0.300


Core Equity	All		0.400		0.400%


Davis New York Venture	First $0.5		0.730		0.706%
	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

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				Daily rate on
	Assets	Annual rate at		last day of most
Fund	(billions)	each asset level		recent fiscal period


Diversified Equity Income ^(c)	First $0.5		0.660	Diversified Equity Income – 0.573%
	Next 0.5		0.615
	Next 0.5		0.570
	Next 1.5		0.520
	Next 3.0		0.510
	Over 6.0		0.490


Dynamic Equity ^(c)	First $0.5		0.710	Dynamic Equity – 0.593%
Select Large-Cap Value ^(f)	Next 0.5		0.660	Select Large-Cap Value – 0.600%
	Next 2.0		0.565
	Next 3.0		0.560
	Over 6.0		0.540


Emerging Markets Opportunity	First $0.25		1.100	1.068%
	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


Global Bond ^(g)	First $1.0		0.570	0.659%
	Next 1.0		0.525
	Next 1.0		0.520
	Next 3.0		0.515
	Next 1.5		0.510
	Next 4.5		0.500
	Next 8.0		0.490
	Next 30.0		0.480
	Over 50.0		0.470


Global Inflation Protected Securities	First $1.0		0.440	0.420%
	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
	Over 50.0		0.250


Goldman Sachs Mid Cap Value	First $0.50		0.780	0.769%
	Next 0.50		0.755
	Next 1.00		0.730
	Next 1.00		0.705
	Next 3.00		0.680
	Over 6.00		0.650

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				Daily rate on
	Assets	Annual rate at		last day of most
Fund	(billions)	each asset level		recent fiscal period


High Yield Bond ^(h)	First $0.25		0.590	High Yield Bond – 0.590%
Income Opportunities ⁽ⁱ⁾	Next 0.25		0.575	Income Opportunities – 0.608%
	Next 0.25		0.570
	Next 0.25		0.560
	Next 1.0		0.550
	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
	Over 50.0		0.360


International Opportunity ^(m)	First $0.25		0.800	0.785%
	Next 0.25		0.775
	Next 0.25		0.750
	Next 0.25		0.725
	Next 0.5		0.700
	Next 1.5		0.650
	Next 3.0		0.640
	Next 14.0		0.620
	Next 4.0		0.610
	Next 26.0		0.600
	Over 50.0		0.570


Large Cap Growth ^(c)	First $0.5		0.710	Large Cap Growth – 0.600%
	Next 0.5		0.565
	Next 0.5		0.620
	Next 1.5		0.570
	Next 3.0		0.560
	Over 6.0		0.540


Mid Cap Growth Opportunity ^(d)	First $0.5		0.760	0.700%
Mid Cap Value Opportunity ^(e)	Next 0.5		0.715
	Next 0.5		0.670
	Over 1.5		0.620


Partners Small Cap Value	First $0.25		0.970	0.913%
	Next 0.25		0.945
	Next 0.25		0.920
	Next 0.25		0.895
	Over 1.00		0.870


S&P 500 Index ^(j)	All		0.100	0.220%

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					Daily rate on
	Assets	Annual rate at			last day of most
Fund	(billions)	each asset level			recent fiscal period


Short Duration U.S. Government ^(k)	First $1.0		0.360		0.477%
	Next 1.0		0.355
	Next 1.0		0.350
	Next 3.0		0.345
	Next 1.5		0.330
	Next 1.5		0.315
	Next 1.0		0.310
	Next 5.0		0.300
	Next 5.0		0.290
	Next 4.0		0.280
	Next 26.0		0.260
	Over 50.0		0.240


Select Smaller-Cap Value ^(l)	First $0.5		0.790		0.790%
	Next 0.5		0.745
	Over 3.0		0.700


Seligman Global Technology	First $2.0		0.950	%	0.950%
	Next $2.0		0.910	%
	Over $4.0		0.870	%


(a)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.530% to 0.350% as assets increased.


(b)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.430% to 0.290% as assets increased.


(c)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.600% to 0.375% as assets increased.


(d)		Prior to April 1, 2011, the investment manager received an annual fee ranging from 0.700% to 0.475% as assets increased.


(e)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.700% to 0.475% as assets increased.


(f)		Prior to March 1, 2011, the investment manager received an annual fee ranging from 0.600% to 0.375% as assets increased.


(g)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.720% to 0.520% as assets increased.


(h)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.590% to 0.360% as assets increased, with varying break points.


(i)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.610% to 0.380% as assets increased.


(j)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.220% to 0.120% as assets increased.


(k)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.480% to 0.250% as assets increased.


(l)		Prior to March 1, 2011, the investment manager received an annual fee ranging from 0.790% to 0.665% as assets increased.


(m)		Prior to April 30, 2011, the investment manager received an annual fee ranging from 0.800% to 0.570% as assets increased, with varying break points.

Under the agreement, the management fee is paid monthly. For all funds other than Core Equity, 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. For Core Equity, under the agreement, the fund also pays brokerage commissions and expenses properly payable by the fund, approved by the Board.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 58

For Balanced and Equity Funds, except for Core Equity and S&P 500 Index, before the fee based on the asset charge is paid, it is adjusted for the fund’s investment performance relative to a Performance Incentive Adjustment Index (PIA Index) as shown in the table below. The adjustment increased or decreased the fee for the last fiscal period as shown in the following table.

Table 10. PIA Indexes


		Fee Increase or
Fund	PIA Index	(Decrease)

Balanced ^(a)	Lipper Balanced Funds Index	$	46,027



Davis New York Venture ^(b)	Lipper Large-Cap Core Funds Index		588,447


Diversified Equity Income ^(a)	Lipper Equity Income Funds Index		2,040,586



Dynamic Equity ^(a)	Lipper Large-Cap Core Funds Index		830,893

Emerging Markets Opportunity ^(a)	Lipper Emerging Markets Funds Index		(87,618	)



Goldman Sachs Mid Cap Value ^(a)	Lipper Mid-Cap Value Funds Index		42,808


International Opportunity ^(a)	Lipper International Large-Cap Core Funds Index		97,459



Large Cap Growth ^(a)	Lipper Large-Cap Growth Funds Index		60,507


Mid Cap Growth Opportunity ^(b)	Lipper Mid-Cap Growth Funds Index		(9,016	)



Mid Cap Value Opportunity ^(a)	Lipper Mid-Cap Value Funds Index		36,249


Partners Small Cap Value ^(a)	Lipper Small-Cap Value Funds Index		300,422



Select Large-Cap Value ^(c)	Lipper Large-Cap Value Funds Index		13,034


Select Smaller-Cap Value ^(c)	Lipper Small-Cap Core Funds Index		65,850


(a)		Effective April 30, 2011, the management fee is no longer adjusted for investment performance relative to the PIA Index.


(b)		Effective April 1, 2011, the management fee is no longer adjusted for investment performance relative to the PIA Index.


(c)		Effective March 1, 2011, the management fee is no longer adjusted for investment performance relative to the PIA Index.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 59

The adjustment will be determined monthly by measuring the percentage difference over a rolling 12-month period between the annualized performance of one Class 3 share of the fund and the annualized performance of the PIA Index (“performance difference”). The performance difference is then used to determine the adjustment rate. The adjustment rate, computed to five decimal places, is determined in accordance with the following table. The table is organized by fund category. You can find your fund’s category in Table 1.

Table 11. Performance Incentive Adjustment Calculation




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 difference over 0.50%, times 100 (maximum of 3 basis points if a 1% performance difference)	0.50% – 1.00%	6 basis points times the performance difference over 0.50%, times 100 (maximum of 3 basis points if a 1% performance difference)


1.00% – 2.00%	3 basis points, plus 3 basis points times the performance difference over 1.00%, times 100 (maximum 6 basis points if a 2% performance difference)	1.00% – 2.00%	3 basis points, plus 3 basis points times the performance difference over 1.00%, times 100 (maximum 6 basis points if a 2% performance difference)


2.00% – 4.00%	6 basis points, plus 2 basis points times the performance difference over 2.00%, times 100 (maximum 10 basis points if a 4% performance difference)	2.00% – 3.00%	6 basis points, plus 2 basis points times the performance difference over 2.00%, times 100 (maximum 8 basis points if a 3% performance difference)


4.00% – 6.00%	10 basis points, plus 1 basis point times the performance difference over 4.00%, times 100 (maximum 12 basis points if a 6% performance difference)	3.00% or more	8 basis points


6.00% or more	12 basis points

For example, if the performance difference for an Equity Fund 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. The maximum adjustment rate for the fund is 0.0012 per year. Where the fund’s performance exceeds that of the PIA Index, the fee paid to the investment manager will increase. Where the performance of the PIA Index exceeds the performance of the fund, the fee paid to the investment manager will decrease. 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 the PIA 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.

In the case of a change in the PIA, a fund’s performance will be compared to a 12 month blended index return that reflects the performance of the current index for the portion of the 12 month performance measurement period beginning the effective date of the current index and the performance of the prior index for the remainder of the measurement period. At the conclusion of the transition period, the performance of the prior index will be eliminated from the performance incentive adjustment calculation, and the calculation will include only the performance of the current index.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 60

In September 2010 the Board approved, an amended investment management services agreement (“IMSA”) that would eliminate the PIA. Effective October 1, 2010 for Davis New York Venture and Mid Cap Growth Opportunity, the investment manager has agreed that for a transitional period of 6 months the funds will compensate the investment manager at the lower of: (i) the fee calculated under the proposed IMSA (i.e., without the PIA), or (ii) the fee calculated under the current IMSA (including any applicable negative PIA).

The IMSA proposal was approved by fund shareholders at a shareholder meeting held Feb. 15, 2011. More information about the IMSA proposal is available in proxy materials distributed to shareholders in early 2011. The IMSA proposal is expected to be effective in the second quarter of 2011.

The table below shows the total management fees paid by each fund for the last three fiscal periods, as well as nonadvisory expenses, net of earnings credits, waivers and expenses, reimbursed by the investment manager and its affiliates.

Table 12. Management Fees and Nonadvisory Expenses



	Management Fees						Nonadvisory Expenses

Fund	2010		2009		2008		2010			2009			2008


Balanced	$	5,132,945	$	4,358,029	$	5,660,193	$	494,029		$	328,336		$	603,763



Cash Management		2,937,512		4,260,259		4,822,786		(2,992,142	)		(1,328,379	)		756,032


Core Equity		723,479		663,143		1,093,082		123			7,357			64


Davis New York Venture		12,117,328		9,259,332		6,684,742		353,203			320,167			154,845


Diversified Bond		20,576,872		21,852,431		20,594,612		1,811,561			1,391,946			1,723,001


Diversified Equity Income		20,837,717		15,923,618		20,576,046		1,013,721			684,469			1,187,136


Dynamic Equity		8,710,506		5,645,020		9,714,186		604,298			281,599			929,172


Emerging Markets Opportunity		9,905,835		8,659,092		9,687,546		1,294,141			675,903			1,701,303


Global Bond		10,625,621		9,958,933		9,713,843		627,425			586,488			746,219


Global Inflation Protected Securities		10,108,104		6,733,638		4,287,772		791,989			445,545			274,409


Goldman Sachs Mid Cap Value		3,806,321		97,939		166,318		82,240			13,915			949


High Yield Bond		4,093,556		3,826,311		4,734,214		258,385			130,015			357,818


Income Opportunities		8,887,899		8,002,259		4,897,354		344,797			318,073			427,309


International Opportunity		4,147,559		4,383,429		7,078,303		329,715			222,536			620,517


Large-Cap Growth		1,425,360		1,311,431		2,015,754		132,071			76,063			265,669


Mid Cap Growth Opportunity		2,648,338		2,552,962		2,510,358		157,774			97,226			227,247


Mid Cap Value Opportunity		3,818,655		1,370,736		2,342,804		162,220			67,922			198,692


Partners Small Cap Value		12,591,500		10,479,008		9,813,595		207,817			113,009			82,967


S&P 500 Index		463,241		430,200		636,430		135,964			65,553			130,130


Select Large-Cap Value		145,078		70,871		72,009		38,616			22,785			31,004


Select Smaller-Cap Value		697,532		547,309		692,220		53,175			19,558			83,715


Seligman Global Technology		53,461		48,653		61,619		13,148			37,457			132,818


Short Duration U.S. Government		4,047,596		2,432,037		2,383,501		257,286			130,296			266,108

Manager of Managers Exemption

The funds have received an order from the SEC that permits Columbia Management, 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.

Subadvisory Agreements

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 61

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 13.

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 13. Subadvisers and Subadvisory Agreement Fee Schedules


		Parent
Fund	Subadviser	Company	Fee Schedule


Davis New York Venture	Davis Selected Advisers, LP (Davis) ^(a),(b)	N/A	0.45% on the first $100 million, reducing to 0.25% as assets increase
	(effective April 24, 2006)


Emerging Markets Opportunity	Threadneedle International Limited ^(a)	A	0.45% on the first $150 million, reducing
	(Threadneedle) (effective July 9, 2004)		to 0.30% as assets increase, and subject to a performance incentive adjustment ^(c)


Goldman Sachs	Goldman Sachs Asset Management,.	B	0.45% on all assets
Mid Cap Value	L.P. (GSAM) (effective Feb. 19, 2010)


International	Threadneedle ^(a)	A	0.35% on the first $150 million, reducing
Opportunity	(effective July 9, 2004)		to 0.20% as assets increase, and subject to a performance incentive adjustment ^(c)


Partners Small	Barrow, Hanley, Mewhinney & Strauss	C	1.00% on the first $10 million, reducing
Cap Value	(BHMS) ^(b) (effective March 12, 2004)		to 0.30% as assets increase

	Denver Investment Advisors LLC (Denver) (effective July 16, 2007)	N/A	0.55% on all assets

	Donald Smith & Co. Inc. (Donald Smith) ^(b) (effective March 12, 2004)	N/A	0.60% on the first $175 million, reducing to 0.55% as assets increase

	Turner Investment Partners, Inc. (Turner) (effective June 6, 2008)	N/A	0.50% on the first $50 million, reducing to 0.35% as assets increase

	River Road Asset Management LLC (River Road) (effective April 24, 2006)	D	0.50% on all assets


(a)		Threadneedle is an affiliate of the investment manager as an indirect wholly-owned subsidiary of Ameriprise Financial.


(b)		This fee is calculated based on the combined net assets subject to the subadviser’s investment management.


(c)		The adjustment for Threadneedle is based on the performance of one share of the fund and the change in the PIA Index described in Table 10. The performance of the fund and the Index will be calculated using the method described above for the performance incentive adjustment paid to the investment manager under the terms of the Investment Management Services Agreement. The amount of the adjustment to Threadneedle’s fee, whether positive or negative, shall be equal to one-half of the performance incentive adjustment made to the investment management fee payable to the investment manager under the terms of the Investment Management Services Agreement. The performance incentive adjustment was effective Dec. 1, 2004.


A –		Threadneedle is an indirect wholly-owned subsidiary of Ameriprise Financial.


B –		Goldman Sachs Asset Management L.P. is a wholly-owned direct and indirect subsidiary of the Goldman Sachs Group, Inc., a publicly traded financial services company.

C –		BHMS is an independent-operating subsidiary of Old Mutual Asset Management.

D –		River Road Asset Management LLC is a wholly-owned subsidiary of Aviva Investors, a subsidiary of Aviva plc.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 62

The following table shows the subadvisory fees paid by the investment manager to subadvisers in the last three fiscal periods.

Table 14. Subadvisory Fees


		Subadvisory Fees Paid

Fund	Subadviser	2010			2009		2008



Davis New York Venture	Davis	$	4,878,227		$	4,163,844	$	2,714,658


Emerging Markets Opportunity	Threadneedle		3,639,692			3,200,561		3,663,559


Goldman Sachs Mid Cap Value	GSAM		2,198,472	^(a)		N/A		N/A

	Former subadviser: Systematic Financial Management, L.P. (Sept. 29, 2006 to Feb. 19, 2010)		6,145	^(b)		25,890		40,382

	Former subadviser: WEDGE Capital Management, L.L.P. (Sept. 29, 2006 to Feb. 19, 2010)		11,694	^(b)		31,754		39,026


International Opportunity	Threadneedle		1,705,042			1,750,791		2,811,094


Partners Small Cap Value	BHMS		1,344,427			1,029,098		936,632

	Denver		1,384,169			1,032,044		1,081,799

	Donald Smith		1,657,037			1,411,987		1,213,286

	River Road		1,350,742			1,161,679		1,159,140

	Turner Investments		1,001,675			819,136		470,813	^(c)

	Former subadviser: Franklin Portfolio Associates LLC (March 12, 2004 to June 6, 2008)		N/A			N/A		516,539	^(d)


Select Smaller-Cap Value	Former subadviser: Kenwood Capital Management LLC (from Sept. 13, 1999 to Nov. 21, 2008)		N/A			N/A		608,557	^(e)


(a)		For the fiscal period from Feb. 19, 2010 to Dec. 31, 2010.


(b)		For the fiscal period from Jan. 1, 2010 to Feb. 19, 2010.


(c)		For fiscal period from June 6, 2008 to Dec. 31, 2008.

(d)		For fiscal period from Jan. 1, 2008 to June 6, 2008.

(e)		For the fiscal period from Jan. 1, 2008 to Nov. 21, 2008.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 63

Portfolio Managers. For all funds other than money market funds, the following table provides information about the funds’ portfolio managers as of Dec. 31, 2010.

Table 15. Portfolio Managers

Other Accounts Managed (excluding the fund)

Potential

Approximate

Performance

Ownership

Conflicts

Structure

Number and type

Total Net

Based

of Fund

Fund

Portfolio Manager

of account ^(a)

Assets

Accounts ^(b)

Shares ^(c)

Interest

Compensation

Balanced

Guy Pope ^(g)

3 RICs
5 other accounts

$7.70 billion
$6.40 million

None

Leonard A. Aplet ^(g)

5 RICs
3 PIVs
39 other accounts ^(d)

$6.26 billion
$519.42 million
$3.21 billion

None

Brian Lavin ^(g)

15 RICs
1 PIV
3 other accounts

$13.05 billion
$11.24 million
$566.59 million

None

(1)

(10)

Ronald B. Stahl ^(g)

4 RICs
11 other accounts

$4.53 billion
$630.72 million

None

Gregory S. Liechty ^(g)

4 RICs
14 other accounts

$4.53 billion
$42.25 million

None

Davis New York Venture

Davis:

Christopher C. Davis

26 RICs
11 PIVs
104 other accounts

$56.20 billion
$1.50 billion
$8.40 billion

None

None(f)

(3)

(11)

Kenneth C. Feinberg

24 RICs
10 PIVs
93 other accounts

$56.20 billion
$1.40 billion
$7.60 billion

Core Equity

Brian M. Condon

6 RICs
5 other accounts

$6.23 billion
$0.72 million

6 RICs ($6.23 B)

None

(1)

(10)

Diversified Bond

Alexander D. Powers ^(g)

1 RIC
5 PIVs
20 other accounts

$1.06 billion
$794.74 million
$1.81 billion

None

(1)

(10)

Carl W. Pappo ^(g)

2 other accounts

$0.15 million

None

Michael Zazzarino ^(g)

11 other accounts

$167.12 million

None

Brian Lavin ^(g)

15 RICs
1 PIV
3 other accounts

$13.05 billion
$11.24 million
$566.59 million

None

(1)

(12)

Diversified Equity Income

Laton Spahr

12 RICs
2 PIVs
16 other accounts ^(d)

$12.67 billion
$65.40 million
$627.11 million

7 RICs ($12.63 B)

None

(1)

(12)

Steve Schroll

12 RICs
2 PIVs
18 other accounts ^(d)

$12.67 billion
$65.40 million
$625.61 million

Paul Stocking

12 RICs
2 PIVs
21 other accounts ^(d)

$12.67 billion
$65.40 million
$632.17 million

Dynamic Equity

Brian Condon

6 RICs
5 other accounts

$5.04 billion
$0.72 million

6 RICs ($5.04 B)

None

(1)

(10)

Emerging Markets Opportunity

Threadneedle:

Vanessa Donegan

2 RICs
6 PIVs
15 other accounts

$1.29 billion
$2.64 billion
$5.19 billion

2 RICs ($1.29 B)

None

(2)

(13)

Rafael Polatinsky

2 RICs
5 PIVs
3 other accounts

$1.29 billion
$564.21 million
$603.52 million

Global Bond

Nicolas Pifer

5 RICs
1 PIV
16 other accounts

$4.0 billion
$6.94 million
$33.14 billion

1 other account
($30.87 M)

None

(1)

(12)

Global Inflation Protected Securities

Nicholas Pifer

5 RICs
1 PIV
16 other accounts

$3.06 billion
$6.94 million
$33.14 billion

1 other account
($30.87 M)

None

(1)

(12)

Vishal Khanduja

1 RIC
3 other accounts

$524.04 million
$0.12 million

None

Hong Ho

3 other accounts

$0.50 million

None

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 64

Other Accounts Managed (excluding the fund)

Potential

Approximate

Performance

Ownership

Conflicts

Structure

Number and type

Total Net

Based

of Fund

Fund

Portfolio Manager

of account ^(a)

Assets

Accounts ^(b)

Shares ^(c)

Interest

Compensation

Goldman Sachs Mid Cap Value

GSAM:

Sean Gallagher

19 RICs

$17.42 billion

None

(4)

(14)

Andrew Braun

2 PIVs
153 other accounts

$187.0 million
$5.56 billion

1 RIC ($39 M);
2 PIVs ($187 M);

Dolores Bamford

18 RICs
2 PIVs
153 other accounts

$16.61 billion
$187.0 million
$5.56 billion

1 other account
($64 M)

High Yield Bond

Jennifer Ponce de Leon

6 RICs
1 PIV
28 other accounts

$10.43 billion
$11.24 million
$37.35 billion

2 RICs ($1.6 B)

None

(1)

(12)

Brian Lavin

14 RICs
1 PIV
3 other accounts

$12.37 billion
$11.24 million
$566.59 million

None

Income Opportunities

Brian Lavin

14 RICs
1 PIV
3 other accounts

$11.95 billion
$11.24 million
$566.59 million

None

(1)

(12)

International Opportunity

Threadneedle:

Alex Lyle

1 RIC
21 PIVs
42 other accounts

$402.81 million
$4.46 billion
$3.17 billion

1 RIC ($402.81 M)

None

(2)

(13)

Esther Perkins

1 RIC
2 PIVs
9 other accounts

$402.81 million
$327.97 million
$1.68 billion

Large Cap Growth

John T. Wilson

3 RICs
1 PIV
13 other accounts

$1.51 billion
$286.18 million
$525.86 million

1 RIC ($233.83 M)

None

(1)

(10)

Peter Deininger

3 RICs
1 other accounts

$1.51 billion
$0.007 million

Mid Cap Growth Opportunity

John K. Schonberg

3 RICs
2 PIVs
6 other accounts

$1.62 billion
$32.15 million
$1.64 million

1 RIC ($1.17 M)

None

(1)

(12)

Michael Marzolf

2 RICs
2 other accounts

$1.32 billion
$0.16 million

Samuel Murphy

2 RICs
4 other accounts

$1.32 billion
$0.09 million

Mid Cap Value Opportunity

Laton Spahr

12 RICs
2 PIVs
16 other accounts ^(d)

$14.95 billion
$65.40 million
$627.11 million

7 RICs ($12.63 B)

None

(1)

(12)

Steve Schroll

12 RICs
2 PIVs
18 other accounts ^(d)

$14.95 billion
$65.40 million
$625.61 million

Paul Stocking

12 RICs
2 PIVs
21 other accounts ^(d)

$14.95 billion
$65.40 million
$632.17 million

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 65

Other Accounts Managed (excluding the fund)

Potential

Approximate

Performance

Ownership

Conflicts

Structure

Number and type

Total Net

Based

of Fund

Fund

Portfolio Manager

of account ^(a)

Assets

Accounts ^(b)

Shares ^(c)

Interest

Compensation

Partners Small Cap Value

BHMS:

James S. McClure

4 RICs

$734.1 million

None

(5)

(15)

John P. Harloe

1 PIV
15 other accounts

$6.2 million
$709.0 million

Denver:

Kris Herrick

8 RICs
1 PIV
322 other accounts ^(e)

$726.41 million
$67.17 million
$829.00 million

1 RIC ($18.07 M);
2 other accounts
($242.25 million)

None

(6)

(16)

Troy Dayton

7 RICs

$724.83 million

Mark Adelmann

1 PIV

$67.17 million

Derek Anguilm

322 other accounts ^(e)

$829.00 million

Lisa Ramirez

Donald Smith:

Donald G. Smith

2 RICs
1 PIV

$1.01 billion
$21.0 million

1 RIC ($790 M);
1 other account

None

(7)

(17)

Richard L. Greenberg

36 other accounts

$2.39 billion

($68 M)

Turner:

David Kovacs

4 RICs
6 PIVs
4 other accounts

$180.0 million
$100.0 million
$40.0 million

1 PIV ($6 M)

None

(8)

(18)

River Road:

James C. Shircliff

4 RICs

$1.10 billion

None

(9)

(19)

Henry W. Sanders

12 PIVs
106 other accounts

$1.18 billion
$1.45 billion

R. Andrew Beck

3 RICs
3 PIVs
75 other accounts

$785.70 million
$98.10 million
$1.34 billion

S&P 500 Index

Alfred F. Alley III

8 RICs
4 other accounts

$8.30 billion
$0.11 million

2 RICs ($175.59 M)

None

(1)

(10)

Select Large-Cap Value

Neil T. Eigen

5 RICs
1 PIV
70 other accounts ^(d)

$1.09 billion
$165.58 million
$3.02 billion

None

(1)

(12)

Richard S. Rosen

5 RICs
1 PIV
66 other accounts ^(d)

$1.09 billion
$165.58 million
$2.97 billion

Select Smaller-Cap Value

Neil T. Eigen

5 RICs
1 PIV
70 other accounts ^(d)

$1.03 billion
$165.58 million
$3.02 billion

None

(1)

(12)

Richard S. Rosen

5 RICs
1 PIV
66 other accounts ^(d)

$1.03 billion
$165.58 million
$2.97 billion

Seligman Global Technology

Paul Wick

6 RICs
5 PIVs
5 other accounts

$5.15 billion
$2.04 billion
$299.97 million

None

(1)

(20)

Richard Parower

5 RICs
5 PIVs
10 other accounts

$4.85 billion
$1.82 billion
$347.38 million

Ajay Diwan

4 RICs
5 PIVs
10 other accounts

$5.02 billion
$2.04 billion
$430.24 million

Benjamin Lu

2 RICs
2 PIVs
1 other account

$606.75 million
$25.64 million
$0.001 million

Short Duration U.S. Government

Leonard A. Aplet

4 RICs
3 PIVs
39 other accounts ^(d)

$5.12 billion
$519.42 million
$3.21 billion

None

(1)

(10)

Gregory S. Liechty

3 RICs
14 other accounts

$3.38 billion
$42.25 million

None

Ronald B. Stahl

3 RICs
11 other accounts

$3.38 billion
$630.72 million

None


(a)		RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle.

Columbia Variable Portfolio Funds – Statement of Additional Information –
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(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.

(d)		Reflects each wrap program sponsor as a single client, rather than counting each participant in the program as a separate client.

(e)		Primarily managed money/wrap accounts.

(f)		Neither Christopher Davis nor Kenneth Feinberg own any shares of Davis New York Venture Fund. However, both portfolio managers have over $1 million invested in the Davis Funds, which are managed in a similar style.

(g)		The portfolio manager began managing the fund after its last fiscal year end; reporting information is provided as of Dec. 31, 2009.

(h)		The portfolio manager began managing the fund after its last fiscal year end; reporting information is provided as of March 31, 2010.

Potential Conflicts of Interest


(1)		Columbia Management: 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 investment manager 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), 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 investment manager’s Code of Ethics and certain limited exceptions, the investment manager’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 investment manager’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 investment manager and the funds have adopted compliance procedures that provide that any transactions between a fund and another account managed by the investment manager are to be made at a current market price, consistent with applicable laws and regulations.


		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 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 exist in managing the fund and other accounts. Many of the potential conflicts of interest to which the investment manager’s portfolio managers are subject

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		are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the investment manager and its affiliates.


(2)		Threadneedle: Threadneedle Investments portfolio managers may manage one or more mutual funds as well as other types of accounts, including proprietary accounts, separate accounts for institutions, 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 a separate account or other pooled investment vehicle 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, and the aggregation and allocation of trades. In addition, the portfolio manager’s responsibilities at Threadneedle Investments include working as a securities analyst. This dual role may give rise to conflicts with respect to making investment decisions for accounts that he/she manages versus communicating his/her analyses to other portfolio managers concerning securities that he/she follows as an analyst.

		Threadneedle Investments has a fiduciary responsibility to all of the clients for which it manages accounts. Threadneedle 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 timely manner. Threadneedle 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.

(3)		Davis: Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one portfolio or other account. More specifically, portfolio managers who manage multiple portfolios and/or other accounts are presented with the following potential conflicts:
		• The management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. Davis Advisors 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 portfolios.
		• If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one portfolio or other account, a portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible portfolios and other accounts. To deal with these situations, Davis Advisors has adopted procedures for allocating portfolio transactions across multiple accounts.
		• With respect to securities transactions for the portfolios, Davis Advisors determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), Davis Advisors 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, Davis Advisors may place separate, non-simultaneous, transactions for a portfolio and another account which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the portfolio or the other account.
		• Finally, substantial investment of Davis Advisor or Davis Family assets in certain mutual funds may lead to conflicts of interest. To mitigate these potential conflicts of interest, Davis Advisors has adopted policies and procedures intended to ensure that all clients are treated fairly over time. Davis Advisors does not receive an incentive based fee on any account.


(4)		GSAM: GSAM’s portfolio managers are often responsible for managing one or more funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Portfolio and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.


		GSAM has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. The Investment Adviser seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, GSAM has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, GSAM and the Portfolio have adopted policies limiting the circumstances under which cross-trades may be affected between the Portfolio and another client account. GSAM conducts periodic reviews of trades for consistency with these policies.


		For more information about conflicts of interests that may arise in connection with the portfolio managers’ management of the Portfolio’s investments and the investments of other accounts, see Part II of GSAM’s ADV.

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(5)		BHMS: Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund). BHMS manages potential conflicts between funds or with other types of accounts through allocation policies and procedures, internal review processes and oversight by directors and independent third parties to ensure that no client, regardless of type or fee structure, is intentionally favored at the expense of another. Allocation policies are designed to address potential conflicts in situations where two or more funds or accounts participate in investment decisions involving the same securities.

(6)		Denver: Denver Investment Advisors LLC (“Denver Investments”) has adopted policies and procedures that address potential conflicts of interest that may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account, such as conflicts relating to the allocation of limited investment opportunities, the order of executing transactions when the aggregation of the order is not possible, personal investing activities, structure of portfolio manager compensation. While there is no guarantee that such policies and procedures will be effective in all cases, Denver Investments believes that its policies and procedures and associated controls relating to potential material conflicts of interest involving the fund and its other managed funds and accounts have been reasonably designed.

(7)		Donald Smith: Donald Smith & Co., Inc. is very sensitive to conflicts of interest that could possibly arise in its capacity of serving as an investment adviser. It remains committed to resolving any and all conflicts in the best interest of its clients.


		Donald Smith & Co., Inc. is an independent investment advisor with no parent or subsidiary organizations. Additionally, it has no brokerage or investment banking activities.


		Clients include mutual funds, public and corporate pension plans, endowments and foundations, and other separate accounts. Donald Smith & Co., Inc. has put in place systems, policies and procedures, which have been designed to maintain fairness in portfolio management across all clients. Potential conflicts between funds or with other types of accounts are managed via allocation policies and procedures, internal review processes, and direct oversight by Donald G. Smith, President.

(8)		Turner: As is typical for many money managers, potential conflicts of interest may arise related to Turner’s management of accounts including the fund where not all accounts are able to participate in a desired IPO, or other limited opportunity, relating to use of soft dollars and other brokerage practices, related to the voting of proxies, employee personal securities trading, and relating to a variety of other circumstances. In all cases, however, Turner believes it has written policies and procedures in place reasonably designed to prevent violations of the federal securities laws and to prevent material conflicts of interest from arising. Please also see Turner’s Form ADV, Part II for a description of some of its policies and procedures in this regard.

(9)		River Road: Portfolio managers at River Road Asset Management (River Road) may manage one or more mutual funds as well as other types of accounts, including 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 a separate account or other pooled investment vehicle 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, and the aggregation and allocation of trades. In addition, River Road monitors a variety of areas (e.g., allocation of investment opportunities) and compliance with the firm’s Code of Ethics.

		River Road has a fiduciary responsibility to all of the clients for which it manages accounts. River Road 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 timely manner. River Road 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.

Structure of Compensation


(10)		Columbia Management: As of the funds’ most recent fiscal year end, the portfolio managers received all of their compensation in the form of salary, bonus, stock options, restricted stock, and notional investments through an incentive plan, the value of which is measured by reference to the performance of the funds in which the account is invested. A portfolio manager’s bonus is variable and generally is based on (1) an evaluation of the portfolio manager’s investment performance and (2) the results of a peer and/or management review of the portfolio manager, which takes into account skills and attributes such as team participation, investment process, communication and professionalism. In evaluating investment performance, the investment manager generally considers the one, three and five year performance of mutual funds and other accounts managed by the portfolio manager. The investment manager also may consider a portfolio manager’s performance in managing client assets in sectors and industries assigned to the portfolio manager as part of

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		his/her investment team responsibilities, where applicable. For portfolio managers who also have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance.


		The size of the overall bonus pool each year depends on, among other factors, the levels of compensation generally in the investment management industry (based on market compensation data) and the investment manager’s profitability for the year, which is largely determined by assets under management.


(11)		Davis: Kenneth Feinberg’s compensation as a Davis Advisors employee consists of (i) a base salary, (ii) an annual bonus equal to a percentage of growth in Davis Advisors’ profits, (iii) awards of equity (“Units”) in Davis Advisors including Units, options on Units, and/or phantom Units, and (iv) an incentive plan whereby Davis Advisors purchases shares in selected funds managed by Davis Advisors. At the end of specified periods, generally five years following the date of purchase, some, all, or none of the fund shares will be registered in the employee’s name based on fund performance after expenses on a pre-tax basis versus the S&P 500 Index and versus peer groups as defined by Morningstar or Lipper. Davis Advisors’ portfolio managers are provided benefits packages including life insurance, health insurance, and participation in company 401(k) plan comparable to that received by other company employees.


		Christopher Davis’s annual compensation as an employee of Davis Advisors consists of a base salary. Davis Advisors’ portfolio managers are provided benefits packages including life insurance, health insurance, and participation in company 401(k) plan comparable to that received by other company employees.


(12)		Columbia Management: Portfolio managers received all of their compensation in the form of salary, bonus, stock options, restricted stock, and notional investments through an incentive plan, the value of which is measured by reference to the performance of the funds in which the account is invested. A portfolio manager’s bonus is variable and generally is based on (1) an evaluation of the portfolio manager’s investment performance and (2) the results of a peer and/or management review of the portfolio manager, which takes into account skills and attributes such as team participation, investment process, communication and professionalism. In evaluating investment performance, the investment manager generally considers the one, three and five year performance of mutual funds and other accounts managed by the portfolio manager relative to applicable benchmarks and peer groups, emphasizing the portfolio manager’s three and five year performance. The investment manager also may consider a portfolio manager’s performance in managing client assets in sectors and industries assigned to the portfolio manager as part of his/her investment team responsibilities, where applicable. For portfolio managers who also have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance.


		The size of the overall bonus pool each year depends on, among other factors, the levels of compensation generally in the investment management industry (based on market compensation data) and the investment manager’s profitability for the year, which is largely determined by assets under management.


		Exceptions to this general compensation approach exist for certain teams and individuals.


(13)		Threadneedle: To align the interests of our investment staff with those of our clients the remuneration plan for senior individuals comprises basic salary, an annual profit share (linked to individual performance and the profitability of the company) and a Long Term Incentive Plan known as the Equity Incentive Plan (“EIP”) linked to measures of Threadneedle’s corporate success. Threadneedle believes this encourages longevity of service.

The split between each component varies between investment professionals and will be dependent on performance and the type of funds they manage.

The split of the profit share focuses on three key areas of success:


	•	Performance of own funds and research recommendations,

	•	Performance of all portfolios in the individual’s team,

	•	Broader contribution to the wider thinking of the investment team, e.g. idea generation, interaction with colleagues and commitment for example to assisting the sales effort.

Consideration of the individual’s general contribution is designed to encourage fund managers to think beyond personal portfolio performance and considers contributions made in:


	•	Inter-team discussions, including asset allocation, global sector themes and weekly investment meetings,

	•	Intra-team discussion, stock research and investment insights,

	•	Marketing support, including written material and presentations.

It is important to appreciate that in order to maximize an individual’s rating and hence their profit share, they need to score well in all areas. It is not sufficient to produce good personal fund performance without contributing effectively to

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the team and wider investment department. This structure is closely aligned with the Threadneedle’s investment principles of sharing ideas and effective communication.


(14)		GSAM: Compensation for GSAM portfolio managers is comprised of a base salary and discretionary variable compensation. The base salary is fixed from year to year. Year-end discretionary variable compensation is primarily a function of each portfolio manager’s individual performance and his or her contribution to overall team performance; the performance of GSAM and Goldman Sachs; the team’s net revenues for the past year which in part is derived from advisory fees, and for certain accounts, performance-based fees; and anticipated compensation levels among competitor firms. Portfolio managers are rewarded, in part, for their delivery of investment performance, measured on a pre-tax basis, which is reasonably expected to meet or exceed the expectations of clients and fund shareholders in terms of: excess return over an applicable benchmark, peer group ranking, risk management and factors specific to certain funds such as yield or regional focus. Performance is judged over 1-3- and 5-year time horizons.


		The benchmarks for these Funds are: Russell Mid Cap Value Index


		The discretionary variable compensation for portfolio managers is also significantly influenced by: (1) effective participation in team research discussions and process; and (2) management of risk in alignment with the targeted risk parameter and investment objective of the fund. Other factors may also be considered including: (1) general client/shareholder orientation and (2) teamwork and leadership. Portfolio managers may receive equity-based awards as part of their discretionary variable compensation.


		Other Compensation: In addition to base salary and discretionary variable compensation, GSAM has a number of additional benefits in place including (1) a 401k program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; and (2) investment opportunity programs in which certain professionals may participate subject to certain eligibility requirements.


(15)		BHMS: In addition to base salary, all portfolio managers and analysts at BHMS share in a bonus pool that is distributed semiannually. Analysts and portfolio managers are rated on their value added to the team-oriented investment process. Overall compensation applies with respect to all accounts managed and compensation does not differ with respect to distinct accounts managed by a portfolio manager. Compensation is not tied to a published or private benchmark. It is important to understand that contributions to the overall investment process may include not recommending securities in an analyst’s sector if there are no compelling opportunities in the industries covered by that analyst.


		The compensation of portfolio managers is not directly tied to fund performance or growth in assets for any fund or other account managed by a portfolio manager and portfolio managers are not compensated for bringing in new business. Of course, growth in assets from the appreciation of existing assets and/or growth in new assets will increase revenues and profit. The consistent, long-term growth in assets at any investment firm is to a great extent, dependent upon the success of the portfolio management team. The compensation of the portfolio management team at BHMS will increase over time, if and when assets continue to grow through competitive performance. Lastly, many of our key investment personnel have a longer-term incentive compensation plan in the form of an equity interest in Barrow, Hanley, Mewhinney & Strauss, LLC.


(16)		Denver: Denver Investments is a limited liability company with “members” or “partners” as the owners of the firm. The compensation structure for partners versus employees differs such that a separate description of portfolio managers’ compensation is required for those portfolio managers who are partners and those who are not partners.


		As a portfolio manager and partner of Denver Investments, the primary compensation comes from a base salary and a predetermined percentage of distributed profit. Additionally, the management committee of Denver Investments may award an incentive compensation bonus to partners who significantly exceed expectations over an extended period. The criteria for the incentive compensation pool include the following factors: investment performance, growth of assets, profitability and intangibles. There is a composite of similarly managed accounts for each investment style at Denver Investments, and the Fund is included in the appropriate composite. The performance criteria emphasizes pre-tax long-term (3-5 year when available) results of the composites compared to the applicable benchmark index and peer group data, rather than any specific Fund or account result.


		Non-partner portfolio manager compensation consists of a base salary, discretionary firm profit sharing and predetermined potential bonus. A portion of the bonus is determined by the overall pre-tax performance of the investment management accounts managed by the non-partner portfolio manager (including the Fund) in comparison to the applicable benchmark index and peer group data in the same manner as described above for partners. The remaining portion of the bonus is subjective, based primarily on the portfolio manager’s contributions to the investment process, stock selection and teamwork.

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		Both partner and non-partner portfolio managers can also participate in Denver Investments’ defined contribution retirement plan, which includes normal matching provisions and a discretionary contribution in accordance with applicable tax regulations.


(17)		Donald Smith: All employees at Donald Smith & Co., Inc. are compensated on incentive plans. The compensation for portfolio managers, analysts and traders at Donald Smith consists of a base salary, a partnership interest in the firm’s profits, and possibly an additional, discretionary bonus. This discretionary bonus can exceed 100% of the base salary if performance for clients exceeds established benchmarks. The current benchmark utilized is the Russell 2000 Value Index. Additional distribution of firm ownership is a strong motivation for continued employment at Donald Smith & Co., Inc. Administrative personnel are also given a bonus as a function of their contribution and the profitability of the firm.


(18)		Turner: Investment professionals are compensated for superior investment results, not the level of assets in a strategy. Base salary, as well as the potential range of earnings for an individual, is benchmarked to the industry and to the individual’s level of experience. Merit bonuses are capped at a multiple of base salary, and performance targets are set and measured over multiple time periods to discourage undue risk in execution. A portion of investment professional bonus compensation is linked to a subjective teamwork and peer assessment. Finally, all of our investment professionals and traders are principals of the firm and, as such, have a long-term vested interest in the success of all of our investment strategies. Robert E. Turner, CFA, chairman and chief investment officer, and David Kovacs, CFA, chief investment officer, quantitative strategies, are responsible for setting base salaries, bonus targets, and making all subjective judgments related to the compensation for Turner’s Quantitative Equity Team members.


(19)		River Road: River Road’s portfolio managers currently receive an annual fixed base salary. Additionally, for non-contractual portfolio managers, there is potential incentive compensation up to a pre-determined fixed rate. The incentive compensation is primarily based on the composite portfolio performance relative to the relevant peer group and/or benchmark indices over a 1-, 3-, and 5-year period, with the longer term periods receiving greater emphasis. Additional incentive consideration may be awarded for professional development and contribution to the organization’s broader performance metrics. For portfolio managers with longer-term employment agreements (contractual arrangements), incentive compensation has been contractually determined at a fixed percentage of their base salary. R. Andrew Beck, James C. Shircliff, and Henry W. Sanders are contractual portfolio managers.


(20)		Portfolio manager compensation is typically comprised of (i) a base salary, (ii) an annual cash bonus, and may include (iii) an equity incentive award in the form of stock options and/or restricted stock. The annual cash bonus, and in some instances the base salary, 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. The bonus pool is determined by a percentage of the management fees on the accounts managed by the portfolio managers, including the fund. The percentage of management fees that fund the bonus pool is based on the short term (typically one-year) and long-term (typically three-year and five-year) performance of those accounts in relation to the relevant peer group universe. Funding for the bonus pool may 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. Columbia Management 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 Columbia Management employees. Depending upon their job level, Columbia Management portfolio managers may also be eligible for other benefits or perquisites that are available to all Columbia Management employees at the same job level.

ADMINISTRATIVE SERVICES

For funds other than Core Equity

Each fund, except for Core Equity (which is closed to new investors), has an Administrative Services Agreement with Columbia Management. Under this agreement, the fund pays Columbia Management for providing administration and accounting services. The fees are calculated as follows:

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Table 16. 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 +


Emerging Markets Opportunity		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Global Bond
International Opportunity
Partners Small Cap Value
Select Smaller-Cap Value
Seligman Global Technology


Diversified Bond		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Global Inflation Protected Securities
High Yield Bond
Income Opportunities
Short Duration U.S. Government


Balanced		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Cash Management
Davis New York Venture
Diversified Equity Income
Dynamic Equity
Goldman Sachs Mid Cap Value
Large Cap Growth
Select Large-Cap Value
Mid Cap Growth Opportunity
Mid Cap Value Opportunity


S&P 500		0.100	%		0.100	%		0.100	%		0.100	%		0.100	%

Prior to Jan. 1, 2011, the funds’ Administrative Services Agreement was with Ameriprise Financial. The fee is calculated for each calendar day on the basis of net assets as of the close of the preceding day. Fees paid in each of the last three fiscal periods are shown in the table below. The table also shows the daily rate applied to each fund’s net assets as of the last day of the most recent fiscal period.

Table 17. Administrative Fees



							Daily rate
	Administrative Services Fees Paid In						applied to
Fund	2010		2009		2008		fund assets

Balanced	$	552,751	$	551,091	$	742,180		0.058	%


Cash Management		514,572		729,115		819,350		0.058


Davis New York Venture		892,861		755,897		502,656		0.055


Diversified Bond		2,730,158		2,887,639		2,732,326		0.060


Diversified Equity Income		1,686,479		1,635,524		1,768,738		0.052


Dynamic Equity		738,432		710,424		1,177,281		0.055


Emerging Markets Opportunity		723,873		628,632		657,275		0.077


Global Bond		1,204,105		1,126,031		1,101,169		0.075


Global Inflation Protected Securities		1,514,683		1,015,022		658,123		0.063


Goldman Sachs Mid Cap Value		284,306		7,258		11,240		0.058


High Yield Bond		475,981		446,540		546,559		0.069

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								Daily rate
	Administrative Services Fees Paid In							applied to
Fund	2010		2009			2008		fund assets

Income Opportunities	$	961,449	$	868,564		$	546,859		0.067	%


International Opportunity		411,095		409,567			674,285		0.080


Large Cap Growth		136,482		150,307			270,442		0.060


Mid Cap Growth Opportunity		227,768		191,947			259,156		0.060


Mid Cap Value Opportunity		317,145		141,875			191,902		0.058


Partners Small Cap Value		1,013,654		816,185			793,172		0.075


S&P 500 Index		126,336		117,325			173,568		0.060


Select Large-Cap Value		13,204		7,010			9,071		0.060


Select Smaller-Cap Value		63,968		55,059			89,242		0.080


Seligman Global Technology		4,502		2,902	^(a)		N/A		0.080


Short Duration U.S. Government		572,107		354,233			347,387		0.067


(a)		Prior to May 11, 2009, the fund did not pay an administrative services fee.

TRANSFER AGENCY SERVICES

For funds other than Core Equity

Each fund, other than Core Equity (which is closed to new investors), has a Transfer Agency and Servicing agreement with Columbia Management Investment Services Corp. (the “transfer agent”) (formerly known as RiverSource Service Corporation) located at 225 Franklin Street, Boston, MA 02110. This agreement governs the transfer agent’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, the transfer agent 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 the transfer agent may be changed by the Board without shareholder approval.

DISTRIBUTION SERVICES

Columbia Management Investment Distributors, Inc. (the “distributor”) (formerly known as RiverSource Fund Distributors, Inc.), 225 Franklin Street, Boston, MA 02110, an indirect wholly-owned subsidiary of Columbia Management, is the funds’ principal underwriter and distributor. Prior to May 2009, RiverSource Distributors, Inc. served as the funds’ principal underwriter and distributor. Each fund’s shares are offered on a continuous basis.

PLAN AND AGREEMENT OF DISTRIBUTION

For funds other than Core Equity

To help defray the cost of distribution and servicing, each fund, other than Core Equity (which is closed to new investors), 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. The Plan is a reimbursement plan whereby the fund pays a fee up to actual expenses incurred at an annual rate of up to 0.25% on Class 2 shares and 0.125% on Class 3 shares. These fees are not applicable to Class 1 shares of the fund’s average daily net assets.

The distribution and/or shareholder service fees are subject to the requirements of Rule 12b-1 under the 1940 Act, and are to reimburse the distributor for certain expenses it incurs in connection with distributing the fund’s shares and directly or indirectly providing services to fund shareholders. These payments or expenses include providing distribution and/or shareholder service fees to selling and/or servicing agents that sell shares of the fund or provide services to fund shareholders. The distributor may retain these fees otherwise payable to selling and/or servicing agents if the amounts due are below an amount determined by the distributor in its discretion.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

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servicing agents for as long as the distribution and/or shareholder servicing plans continue in effect. The fund may reduce or discontinue payments at any time. Your selling and/or servicing agent may also charge you other additional fees for providing services to your account, which may be different from those described here.

For its most recent fiscal period, each fund, other than Core Equity, paid 12b-1 fees as shown in the following table.

Table 18. 12b-1 Fees


Fund	Class 2		Class 3

Balanced		N/A	$	1,200,068


Cash Management	$	2,494		966,813


Davis New York Venture		252		1,072,169


Diversified Bond		2,082		4,189,486


Diversified Equity Income		452		3,033,169


Dynamic Equity		24		1,658,613


Emerging Markets Opportunity		819		827,804


Global Bond		824		1,253,628


Global Inflation Protected Securities		545		1,453,265


Goldman Sachs Mid Cap Value		236		17,667


High Yield Bond		936		866,816


Income Opportunities		417		1,190,840


International Opportunity		228		643,936


Large Cap Growth		140		284,273


Mid Cap Growth Opportunity		60		474,499


Mid Cap Value Opportunity		146		219,034


Partners Small Cap Value		183		888,705


S&P 500 Index		N/A		263,208


Select Large-Cap Value		85		27,463


Select Smaller-Cap Value		64		99,915


Seligman Global Technology		4,454		N/A


Short Duration U.S. Government		1,301		588,456

PAYMENTS TO FINANCIAL INTERMEDIARIES

Additional Financial Intermediary Payments

Financial intermediaries may receive different commissions, sales charge reallowances and other payments with respect to sales of different classes of shares of the funds. For purposes of this section the term “financial intermediary” includes any insurance company, broker/dealer, bank, bank trust department, registered investment adviser, financial planner, retirement plan or other third party administrator and any other institution, including Ameriprise Financial and its affiliates, having a selling, services or any similar agreement with the distributor and other Ameriprise Financial affiliates.

The distributor and other Ameriprise Financial affiliates may pay additional compensation to selected financial intermediaries, including other Ameriprise Financial affiliates, under the categories described below. These categories are not mutually exclusive, and a single financial intermediary may receive payments under all categories. These payments may create an incentive for a financial intermediary or its representatives to recommend or offer shares of a fund to its customers. The amount of payments made to financial intermediaries may vary. In determining the amount of payments to be made, the distributor and other Ameriprise Financial affiliates may consider a number of factors, including, without limitation, asset mix and length of relationship with the financial intermediary, the size of the customer/shareholder base of the financial intermediary, the manner in which customers of the financial intermediary make investments in the funds, the nature and

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scope of marketing support or services provided by the financial intermediary (as described more fully below) and the costs incurred by the financial intermediary in connection with maintaining the infrastructure necessary or desirable to support investments in the funds.

These additional payments by the distributor and other Ameriprise Financial affiliates are made pursuant to agreements between the distributor and other Ameriprise Financial affiliates and financial intermediaries, and do not change the price paid by investors for the purchase of a share, the amount a fund will receive as proceeds from such sales or the distribution fees and expenses paid by the fund as shown under the heading Fees and Expenses of the Fund in the fund’s prospectuses.

Marketing Support Payments

The distributor and the investment manager may make payments, from their own resources, to certain financial intermediaries, including other Ameriprise Financial affiliates, for marketing support services relating to the Fund Family (Funds), including, but not limited to, business planning assistance, educating financial intermediary personnel about the funds and shareholder financial planning needs, placement on the financial intermediary’s preferred or recommended fund list or otherwise identifying the funds as being part of a complex to be accorded a higher degree of marketing support than complexes not making such payments, access to sales meetings, sales representatives and management representatives of the financial intermediary, client servicing and systems infrastructure support. These payments are generally based upon one or more of the following factors: average net assets of the Funds distributed by the distributor attributable to that financial intermediary, gross sales of the Funds distributed by the distributor attributable to that financial intermediary, reimbursement of ticket charges (fees that a financial intermediary firm charges its representatives for effecting transactions in fund shares) or a negotiated lump sum payment.

While the financial arrangements vary for each financial intermediary, the marketing support payments to each financial intermediary generally are expected to be between 0.05% and 0.50% on an annual basis for payments based on average net assets of the funds attributable to the financial intermediary, and between 0.05% and 0.25% on an annual basis for a financial intermediary receiving a payment based on gross sales of the funds attributable to that intermediary. The distributor and the investment manager may make payments in materially larger amounts or on a basis materially different from those described above when dealing with certain financial intermediaries, including affiliates of Bank of America Corporation. Such increased payments to a financial intermediary may enable the financial intermediary to offset credits that it may provide to customers.

As of the date of this SAI, the distributor and/or the investment manager had agreed to make marketing support payments with respect to the funds to the financial intermediaries or their affiliates shown below.

Recipients of Marketing Support Payments with Respect to the funds from the distributor and/or other Ameriprise Financial Affiliates


•	AIG Sunameica Life Assurance Company


•	American United Life


•	Allianz Life Insurance Company of America and Allianz Life Insurance Company of NY


•	Equitrust Life Insurance


•	First Great West Life & Annuity Insurance Company


•	Guardian Life Insurance Company of America


•	Hartford Life Insurance Company


•	ING USA Annuity and Life Insurance Company


•	Jefferson National Life Insurance Company


•	Liberty Life Assurance Company


•	Merrill Lynch Life Insurance Company


•	Monumental Life Insurance


•	National Integrity Life Insurance Company


•	Security Benefit Life


•	Sunlife Financial


•	Symetra Life Insurance Company


•	Transamerica Advisors Life Insurance Company of New York


•	The Union Central Life Insurance Company

The distributor and/or the investment manager may enter into similar arrangements with other financial intermediaries from time to time. Therefore, the preceding list is subject to change at any time without notice.

Other Payments

From time to time, the distributor, from its own resources, may provide additional compensation to certain financial intermediaries that sell or arrange for the sale of shares of the funds to the extent not prohibited by laws or the rules of any self-regulatory agency, such as the Financial Industry Regulatory Authority (FINRA). Such compensation provided by the distributor may include financial assistance to financial intermediaries that enable the distributor to participate in and/or present at financial intermediary-sponsored conferences or seminars, sales or training programs for invited registered

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April 29, 2011

Page 76

representatives and other financial intermediary employees, financial intermediary entertainment and other financial intermediary-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, retention and due diligence trips. The distributor makes payments for entertainment events it deems appropriate, subject to the distributor’s internal guidelines and applicable law. These payments may vary depending upon the nature of the event.

Your financial intermediary may charge you fees or commissions in addition to those disclosed in this SAI. You should consult with your financial intermediary and review carefully any disclosure your financial intermediary provides regarding its services and compensation. Depending on the financial arrangement in place at any particular time, a financial intermediary and its financial consultants may have a conflict of interest or financial incentive for recommending a particular fund or a particular share class over other funds or share classes. Employees of Ameriprise Financial and its affiliates, including employees of affiliated broker-dealers and insurance companies, may be separately incented to include shares of the funds in Contracts offered by affiliated insurance companies, as employee compensation and business unit operating goals at all levels are generally 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 the distributor and the investment manager, and the products they offer, including the funds.

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

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 Director, 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.

SHARES

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

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 77

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.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 78

Table 19. Fund History Table

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Funds Series Trust II ^(14),(15)

1/27/06

Business Trust

4/30

Columbia 120/20 Contrarian Equity Fund

10/18/07

4/30

Yes

Columbia Absolute Return Currency and Income Fund

6/15/06

10/31

Yes

Columbia AMT-Free Tax-Exempt Bond Fund ⁽¹⁹⁾

11/24/76

11/30

Yes

Columbia Asia Pacific ex-Japan Fund ⁽¹⁹⁾

7/15/09

10/31

Yes

Columbia Diversified Bond Fund ⁽³⁾

10/3/74

8/31

Yes

Columbia Diversified Equity Income Fund

10/15/90

9/30

Yes

Columbia Dividend Opportunity Fund ⁽⁸⁾

8/1/88

6/30

Yes

Columbia Emerging Markets Bond Fund

2/16/06

10/31

Columbia Emerging Markets Opportunity Fund ^{(5),(11),(19)}

11/13/96

10/31

Yes

Columbia Equity Value Fund

5/14/84

3/31

Yes

Columbia European Equity Fund ^(5),(11)

6/26/00

10/31

Yes

Columbia Floating Rate Fund

2/16/06

7/31

Yes

Columbia Frontier Fund

12/10/84

10/31

Yes

Columbia Global Bond Fund

3/20/89

10/31

Columbia Global Equity Fund ^(5),(6),(11)

5/29/90

10/31

Yes

Columbia Global Extended Alpha Fund

8/1/08

10/31

Yes

Columbia Government Money Market Fund ⁽¹⁷⁾

1/31/77

12/31

Yes

Columbia High Yield Bond Fund ⁽³⁾

12/8/83

5/31

Yes

Columbia Income Builder Fund ⁽¹⁹⁾

2/16/06

1/31 ⁽⁷⁾

Yes

Columbia Income Opportunities Fund

6/19/03

7/31

Yes

Columbia Inflation Protected Securities Fund

3/4/04

7/31

Columbia Large Core Quantitative Fund ^(4),(19)

4/24/03

7/31

Yes

Columbia Large Growth Quantitative Fund ⁽¹⁹⁾

5/17/07

9/30

Yes

Columbia Large Value Quantitative Fund ⁽¹⁹⁾

8/1/08

9/30

Yes

Columbia Limited Duration Credit Fund ⁽¹⁹⁾

6/19/03

7/31

Yes

Columbia Marsico Flexible Capital Fund

9/28/10

8//31

Columbia Mid Cap Growth Opportunity Fund ^(4),(19)

6/4/57

11/30

Yes

Columbia Mid Cap Value Opportunity Fund ⁽¹⁹⁾

2/14/02

9/30

Yes

Columbia Minnesota Tax-Exempt Fund

8/18/86

8/31 ⁽¹⁰⁾

Columbia Money Market Fund ⁽¹⁹⁾

10/6/75

7/31

Yes

Columbia Multi-Advisor International Value Fund ^(11),(19)

9/28/01

10/31

Yes

Columbia Multi-Advisor Small Cap Value Fund ^(11),(19)

6/18/01

5/31

Yes

Columbia Portfolio Builder Aggressive Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Conservative Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Aggressive Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Conservative Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Fund

3/4/04

1/31

Yes

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 79

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Recovery and Infrastructure Fund

2/19/09

4/30

Columbia Retirement Plus 2010 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2015 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2020 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2025 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2030 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2035 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2040 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2045 Fund

5/18/06

4/30

Yes

Columbia Select Large-Cap Value Fund ⁽¹⁹⁾

4/25/97

12/31

Yes

Columbia Select Smaller-Cap Value Fund ⁽¹⁹⁾

4/25/97

12/31

Yes

Columbia Seligman Communications and Information Fund ⁽¹⁹⁾

6/23/83

12/31

Yes

Columbia Seligman Global Technology Fund ⁽¹⁹⁾

5/23/94

10/31

Yes

Columbia Short-Term Cash Fund

9/26/06

7/31

Yes

Columbia Strategic Allocation Fund ⁽⁴⁾

1/23/85

9/30

Yes

Columbia U.S. Government Mortgage Fund

2/14/02

5/31

Yes

Columbia Funds Variable Series Trust II ⁽¹²⁾

9/11/07

Business Trust

12/31

Columbia Variable Portfolio — Balanced Fund ⁽⁴⁾

4/30/86

Yes

Columbia Variable Portfolio — Cash Management Fund

10/31/81

Yes

Columbia Variable Portfolio — Core Equity Fund

9/10/04

Yes

Columbia Variable Portfolio — Diversified Bond Fund ⁽³⁾

10/13/81

Yes

Columbia Variable Portfolio — Diversified Equity Income Fund

9/15/99

Yes

Columbia Variable Portfolio — Dynamic Equity Fund ^(5),(16)

10/13/81

Yes

Columbia Variable Portfolio — Emerging Markets Opportunity Fund ^{(4),(5),(11),
(20)}

5/1/00

Yes

Columbia Variable Portfolio — Global Bond Fund

5/1/96

Columbia Variable Portfolio — Global Inflation Protected Securities Fund ⁽¹³⁾

9/13/04

Columbia Variable Portfolio — High Yield Bond Fund ⁽³⁾

5/1/96

Yes

Columbia Variable Portfolio — Income Opportunities Fund

6/1/04

Yes

Columbia Variable Portfolio — International Opportunity Fund ^(4),(5),(11)

1/13/92

Yes

Columbia Variable Portfolio — Large Cap Growth Fund ^(16),
(20)

9/15/99

Yes

Columbia Variable Portfolio — Limited Duration Credit Fund ⁽²⁰⁾

5/7/10

Yes

Columbia Variable Portfolio — Mid Cap Growth Opportunity Fund ^(4),
(20)

5/1/01

Yes

Columbia Variable Portfolio — Mid Cap Value Opportunity Fund ⁽²⁰⁾

5/2/05

Yes

Columbia Variable Portfolio — S&P 500 Index Fund

5/1/00

Yes

Columbia Variable Portfolio — Seligman Global Technology Fund ⁽²⁰⁾

5/1/96

Yes

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 80

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Variable Portfolio — Short Duration U.S. Government Fund ⁽³⁾

9/15/99

Yes

Columbia Variable Portfolio — Select Large-Cap Value
Fund ^(16),
(20)

02/4/04

Yes

Columbia Variable Portfolio — Select Smaller-Cap Value Fund ^(16),
(20)

9/15/99

Yes

Variable Portfolio — Aggressive Portfolio

5/7/10

Yes

Variable Portfolio — AllianceBernstein International Value Fund

5/7/10

Yes

Variable Portfolio — American Century Diversified Bond Fund

5/7/10

Yes

Variable Portfolio — American Century Growth Fund

5/7/10

Yes

Variable Portfolio — Columbia Wanger International Equities Fund

5/7/10

Yes

Variable Portfolio — Columbia Wanger U.S. Equities Fund

5/7/10

Yes

Variable Portfolio — Conservative Portfolio

5/7/10

Yes

Variable Portfolio — Davis New York Venture Fund ^(11),
(18)

5/1/06

Yes

Variable Portfolio — Eaton Vance Floating-Rate Income Fund

5/7/10

Yes

Variable Portfolio — Goldman Sachs Mid Cap Value
Fund ^(11),
(18)

2/4/04

Yes

Variable Portfolio — Invesco International Growth Fund

5/7/10

Yes

Variable Portfolio — J.P. Morgan Core Bond Fund

5/7/10

Yes

Variable Portfolio — Jennison Mid Cap Growth Fund

5/7/10

Yes

Variable Portfolio — Marsico Growth Fund

5/7/10

Yes

Variable Portfolio — MFS Value Fund

5/7/10

Yes

Variable Portfolio — Moderate Portfolio

5/7/10

Yes

Variable Portfolio — Moderately Aggressive Portfolio

5/7/10

Yes

Variable Portfolio — Moderately Conservative Portfolio

5/7/10

Yes

Variable Portfolio — Mondrian International Small Cap Fund

5/7/10

Yes

Variable Portfolio — Morgan Stanley Global Real Estate Fund

5/7/10

Variable Portfolio — NFJ Dividend Value Fund

5/7/10

Yes

Variable Portfolio — Nuveen Winslow Large Cap Growth Fund

5/7/10

Yes

Variable Portfolio — Partners Small Cap Growth Fund

5/7/10

Yes

Variable Portfolio — Partners Small Cap Value Fund ^(11),
(18)

8/14/01

Yes

Variable Portfolio — PIMCO Mortgage-Backed Securities Fund

5/7/10

Yes

Variable Portfolio — Pyramis International Equity Fund

5/7/10

Yes

Variable Portfolio — Wells Fargo Short Duration Government Fund

5/7/10

Yes

RiverSource California Tax-Exempt Trust

4/7/86

Business Trust

8/31 ⁽¹⁰⁾

RiverSource California Tax-Exempt Fund

8/18/86

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

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 81

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

RiverSource Global Series, Inc.

10/28/88

Corporation

10/31

Threadneedle Global Equity Income Fund

8/1/08

Yes

RiverSource Government Income Series, Inc.

3/12/85

Corporation

5/31

RiverSource Short Duration U.S. Government Fund ⁽³⁾

8/19/85

Yes

RiverSource International Managers Series, Inc. ⁽²⁾

5/9/01

Corporation

10/31

RiverSource Partners International Select Growth Fund ⁽¹¹⁾

9/28/01

10/31

Yes

RiverSource Partners International Small Cap Fund ⁽¹¹⁾

10/3/02

10/31

Yes

RiverSource Market Advantage Series, Inc.

8/25/89

Corporation

1/31

Columbia 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 Selected Series, Inc.

10/5/84

Corporation

3/31

RiverSource Precious Metals and Mining Fund ⁽⁹⁾

4/22/85

3/31

RiverSource Special Tax-Exempt Series Trust

4/7/86

Business Trust

8/31 ⁽¹⁰⁾

RiverSource New York Tax-Exempt Fund

8/18/86

RiverSource Strategic Allocation Series, Inc. ⁽²⁾

10/9/84

Corporation

9/30

RiverSource Strategic Income Allocation Fund

5/17/07

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

Seligman Municipal Fund Series, Inc.

8/8/83

Corporation

9/30

Seligman National Municipal Class

12/31/83

Yes

Seligman New York Municipal Class

1/3/84

Seligman Municipal Series Trust

7/25/84

Business Trust

9/30

Seligman California Municipal High-Yield Series

11/20/84

Seligman California Municipal Quality Series

11/20/84


*		Effective Oct. 1, 2005 American Express Funds changed its name to RiverSource funds and the names Threadneedle and Partners were removed from fund names. Effective Sept. 27, 2010 and April 29, 2010, several of the funds were renamed from RiverSource, Seligman and Threadneedle to Columbia.


**		Unless otherwise noted, each fund within the registrant has the same fiscal year end as that noted for the registrant.


***		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, and Quantitative Large Cap Equity Fund changed its name to Disciplined Equity 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

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		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, 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 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. RiverSource Variable Series Trust changed its name to Columbia Funds Variable Series Trust II effective April 25, 2011.


(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 March 7, 2011, Columbia Funds Series Trust II was known as RiverSource Series Trust. Prior to September 11, 2007, RiverSource Series Trust was known as RiverSource Retirement Series Trust.


(15)		Prior to March 7, 2011, certain of the funds were organized as series under various Minnesota and Maryland corporations.


(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.


(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.


(19)		Effective Sept. 27, 2010, RiverSource Limited Duration Bond Fund changed its name to Columbia Limited Duration Credit Fund; RiverSource Mid Cap Growth Fund changed its name to Columbia Mid Cap Growth Opportunity Fund; Threadneedle Emerging Markets Fund changed its name to Columbia Emerging Markets Opportunity Fund; RiverSource Income Builder Basic Income Fund changed its name to Columbia Income Builder Fund; RiverSource Partners International Select Value Fund changed its name to Columbia Multi-Advisor International Value Fund; Threadneedle Asia Pacific Fund changed its name to Columbia Asia Pacific ex-Japan Fund; RiverSource Disciplined Large Cap Growth Fund changed its name to Columbia Large Growth Quantitative Fund; RiverSource Disciplined Large Cap Value Fund changed its name to Columbia Large Value Quantitative Fund; RiverSource Mid Cap Value Fund changed its name to Columbia Mid Cap Value Opportunity Fund; RiverSource Disciplined Equity Fund changed its name to Columbia Large Core Quantitative Fund; RiverSource Partners Small Cap Value Fund changed its name to Columbia Multi-Advisor Small Cap Value Fund; RiverSource Cash Management Fund changed its name to Columbia Money Market Fund; RiverSource Tax-Exempt Bond Fund changed its name to Columbia AMT-Free Tax-Exempt Bond Fund; Seligman Communications and Information Fund, Inc. changed its name to Columbia Seligman Communications and Information Fund, Inc.; Seligman Global Technology Fund changed its name to Columbia Seligman Global Technology Fund; Seligman Large-Cap Value Fund changed its name to Columbia Select Large-Cap Value Fund; and Seligman Smaller-Cap Value Fund changed its name to Columbia Select Smaller-Cap Value Fund.


(20)		Effective May 2, 2011, Seligman Variable Portfolio – Growth Fund changed its name to Columbia Variable Portfolio – Large Cap Growth Fund; Seligman Variable Portfolio – Smaller Cap Value Fund changed its name to Columbia Variable Portfolio – Select Smaller-Cap Value Fund; Threadneedle Variable Portfolio – Emerging Markets Fund changed its name to Columbia Variable Portfolio – Emerging Markets Opportunity Fund; RiverSource Variable Portfolio – Mid Cap Growth Fund changed its name to Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund; Seligman Variable Portfolio – Larger Cap Value Fund changed its name to Columbia Variable Portfolio – Select Large-Cap Value Fund; RiverSource Variable Portfolio – Limited Duration Bond Fund changed its name to Columbia Variable Portfolio – Limited Duration Credit Fund; RiverSource Variable Portfolio – Mid Cap Value Fund changed its name to Columbia Variable Portfolio – Mid Cap Value Opportunity Fund; and Seligman Global Technology Portfolio changed its name to Columbia Variable Portfolio – Seligman Global Technology Fund.

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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. Each Board member oversees 125 Columbia, RiverSource, Seligman and Threadneedle funds. Under current Board policy, members may serve until the next Board meeting after he or she reaches the mandatory retirement age established by the Board, or the fifteenth anniversary of the first Board meeting they attended as a member of the Board.

Table 20. Board Members

Independent Board Members


			Other
	Position held		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 901 S. Marquette Ave. Minneapolis, MN 55402 Age 56	Board member since 1/11/06	Chief Justice, Minnesota Supreme Court, 1998-2006; Attorney	None	Audit, Board Governance, Compliance Investment Review


Pamela G. Carlton 901 S. Marquette Ave. Minneapolis, MN 55402 Age 56	Board member since 11/11/07	President, Springboard-Partners in Cross Cultural Leadership (consulting company)	None	Audit, Investment Review


Patricia M. Flynn 901 S. Marquette Ave. Minneapolis, MN 55402 Age 60	Board member since 11/1/04	Trustee Professor of Economics and Management, Bentley University; former Dean, McCallum Graduate School of Business, Bentley University	None	Board Governance, Contracts, Investment Review


Stephen R. Lewis, Jr. 901 S. Marquette Ave. Minneapolis, MN 55402 Age 72	Chair of the Board since 1/1/07, Board member since 1/1/02	President Emeritus and Professor of Economics, Carleton College	Valmont Industries, Inc. (manufactures irrigation systems)	Board Governance, Compliance, Contracts, Executive, Investment Review


John F. Maher 901 S. Marquette Ave. Minneapolis, MN 55402 Age 68	Board member since 11/7/08	Retired President and Chief Executive Officer and former Director, Great Western Financial Corporation (financial services), 1986-1997	None	Audit, Investment Review


Catherine James Paglia 901 S. Marquette Ave. Minneapolis, MN 55402 Age 58	Board member since 11/1/04	Director, Enterprise Asset Management, Inc. (private real estate and asset management company)	None	Board Governance, Compliance, Contracts, Executive, Investment Review


Leroy C. Richie 901 S. Marquette Ave. Minneapolis, MN 55402 Age 69	Board member since 11/7/08	Counsel, Lewis & Munday, P.C. since 1987; Vice President and General Counsel, Automotive Legal Affairs, Chrysler Corporation, 1990-1997	Digital Ally, Inc. (digital imaging); Infinity, Inc. (oil and gas exploration and production); OGE Energy Corp. (energy and energy services)	Contracts, Investment Review


Alison Taunton-Rigby 901 S. Marquette Ave. Minneapolis, MN 55402 Age 67	Board member since 11/13/02	Chief Executive Officer and Director, RiboNovix, Inc. since 2003 (biotechnology); former President, Forester Biotech	Idera Pharmaceuticals, Inc. (biotechnology); Healthways, Inc. (health management programs)	Contracts, Executive, Investment Review

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Board Member Affiliated with the Investment Manager*


			Other
	Position held		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 53600 Ameriprise Financial Center Minneapolis, MN 55474 Age 50	Board member since 11/7/01, Senior Vice President since 2002	Chairman of the Board, Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) since May 2010 (previously President, Chairman of the Board and Chief Investment Officer, 2001-April 2010); Chief Executive Officer, U.S. Asset Management & President, Annuities, Ameriprise Financial, Inc. since May 2010 (previously President – U.S. Asset Management and Chief Investment Officer, 2005-April 2010 and Senior Vice President – Chief Investment Officer, 2001-2005); Director, President and Chief Executive Officer, Ameriprise Certificate Company since 2006; Director, Columbia Management Investment Distributors, Inc. (formerly RiverSource Fund Distributors, Inc.) since May 2010 (previously Chairman of the Board and Chief Executive Officer, 2008-April 2010; Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006	None	None


*	Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of Columbia Management 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 funds’ other officers are:

Table 21. Fund Officers


	Position held with funds and	Principal occupation
Name, address, age	length of service	during past five years


J. Kevin Connaughton 225 Franklin Street Boston, MA 02110 Age 46	President and Principal Executive Officer since 5/1/10	Senior Vice President and General Manager – Mutual Fund Products, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Columbia Management Advisors, LLC, December 2004-April 2010; Senior Vice President and Chief Financial Officer, Columbia Funds, June 2008-January 2009; Treasurer, Columbia Funds, October 2003-May 2008; Treasurer, the Liberty Funds, Stein Roe Funds and Liberty All-Star Funds, December 2000-December 2006; Senior Vice President – Columbia Management Advisors, LLC, April 2003-December 2004; President, Columbia Funds, Liberty Funds and Stein Roe Funds, February 2004-October 2004

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	Position held with funds and	Principal occupation
Name, address, age	length of service	during past five years


Amy K. Johnson 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 45	Vice President since 12/5/06	Senior Vice President and Chief Operating Officer, Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) since May 2010 (previously Chief Administrative Officer, 2009-April 2010 and Vice President – Asset Management and Trust Company Services, 2006-2009 and Vice President – Operations and Compliance, 2004-2006); Director of Product Development – Mutual Funds, Ameriprise Financial, Inc., 2001-2004


Michael G. Clarke 225 Franklin Street Boston, MA 02110 Age 41	Treasurer and Chief Financial Officer since 1/12/11	Vice President, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Fund Administration, Columbia Management Advisors, LLC, from September 2004 to April 2010; senior officer of Columbia Funds and affiliated funds since 2002


Scott R. Plummer 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 51	Senior Vice President since 4/14/11 and Chief Legal Officer since 12/5/06	Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) since June 2005; Vice President and Lead Chief Counsel – Asset Management, Ameriprise Financial, Inc. since May 2010 (previously Vice President and Chief Counsel – Asset Management, 2005-April 2010 and Vice President – Asset Management Compliance, 2004-2005); Vice President, Chief Counsel and Assistant Secretary, Columbia Management Investment Distributors, Inc. (formerly RiverSource Fund Distributors, Inc.) since 2008; Vice President, General Counsel and Secretary, Ameriprise Certificate Company since 2005; Chief Counsel, RiverSource Distributors, Inc. since 2006; Senior Vice President and Chief Compliance Officer, USBancorp Asset Management, 2002-2004; Secretary of Legacy RiverSource Funds December 2006 to April 2011


Mike Jones 225 Franklin Street Boston, MN 02110 Age 52	Senior Vice President since 5/1/10	Director and President, Columbia Management Investment Advisers, LLC since May 2010; President and Director, Columbia Management Investment Distributors, Inc. since May 2010; Manager, Chairman, Chief Executive Officer and President, Columbia Management Advisors, LLC, 2007-April 2010; Chief Executive Officer, President and Director, Columbia Management Distributors, Inc., 2006-April 2010; former Co-President and Senior Managing Director, Robeco Investment Management


Colin Moore 225 Franklin Street Boston, MA 02110 Age 52	Senior Vice President since 5/1/10	Director and Chief Investment Officer, Columbia Management Investment Advisers, LLC since May 2010; Manager, Managing Director and Chief Investment Officer, Columbia Management Advisors, LLC, 2007-April 2010; Head of Equities, Columbia Management Advisors, LLC, 2002-Sept. 2007


Linda J. Wondrack One Financial Center Boston, MA 02111 Age 46	Senior Vice President since 4/14/11 and Chief Compliance Officer since 5/1/10	Vice President and Chief Compliance Officer, Columbia Management Investment Advisers, LLC since May 2010; Director (Columbia Management Group, LLC and Investment Product Group Compliance), Bank of America, June 2005-April 2010; Director of Corporate Compliance and Conflicts Officer, MFS Investment Management (investment management), August 2004-May 2005


Stephen T. Welsh 225 Franklin Street Boston, MA 02110 Age 53	Vice President since 4/14/11	President and Director, Columbia Management Investment Services Corp. since May 2010; President and Director, Columbia Management Services, Inc. from July 2004 to April 2010; Managing Director, Columbia Management Distributors, Inc. from August 2007 to April 2010

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	Position held with funds and	Principal occupation
Name, address, age	length of service	during past five years


Christopher O. Petersen 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 41	Vice President and Secretary since 4/14/11	Vice President and Chief Counsel, Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel or Counsel from April 2004 to January 2010); Assistant Secretary of Legacy RiverSource Funds since January 2007


Paul D. Pearson 10468 Ameriprise Financial Center Minneapolis, MN 55474 Age 54	Vice President since 4/14/11 and Assistant Treasurer since 1/4/99	Vice President – Investment Accounting, Columbia Management Investment Advisers, LLC, since May 2010; Vice President – Managed Assets, Investment Accounting, Ameriprise Financial Corporation, Feb. 1998 to May 2010


Joseph F. DiMaria 225 Franklin Street Boston, MA 02110 Age 42	Vice President and Chief Accounting Officer since 4/14/11	Vice President, Mutual Fund Administration, Columbia Management Investment Advisers, LLC, since May 2010; Director of Fund Administration, Columbia Management Advisors, LLC from January 2006 to April 2010; Head of Tax/Compliance and Assistant Treasurer, Columbia Management Advisors, LLC, from November 2004 to December 2005


Paul B. Goucher 100 Park Avenue New York, NY 10017 Age 42	Vice President since 4/14/11 and Assistant Secretary since 11/11/08	Vice President and Chief Counsel of Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel from November 2008 to January 2010); Director, Managing Director and General Counsel of J. & W. Seligman & Co. Incorporated (Seligman) from July 2008 to November 2008 and Managing Director and Associate General Counsel of Seligman from January 2005 to July 2008


Michael E. DeFao 225 Franklin Street Boston, MA 02110 Age 42	Vice President since 4/14/11 and Assistant Secretary since 5/1/10	Vice President and Chief Counsel, Ameriprise Financial since May 2010; Associate General Counsel Bank of America from June 2005 to April 2010

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, 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.

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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.

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.

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.

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 above in Table 20.

The Board believes that the funds are well-served by a Board, the membership of which consists of persons that represent a broad mix of professional and personal backgrounds. 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 - 2010

For Profit;

Non-Profit;

Audit

CIO/CFO;

Government;

Legal;

Committee;

Name

Geographic

CEO/COO

CEO

Investment

Regulatory

Political

Academic

Financial Expert

Blatz

Carlton

Flynn

Lewis

Maher

Paglia

Richie

Taunton-Rigby

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. The committee held 6 meetings during the last fiscal year.

Compliance Committee — Supports the funds’ maintenance of a strong compliance program by providing a forum for Independent Directors 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 Directors on a regular basis to discuss compliance matters. The committee held 5 meetings during the last fiscal year.

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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. The committee held 6 meetings during the last fiscal year.

Distribution Committee — Reviews and supports product development, marketing, sales activity and practices related to the funds and will report to the Board as appropriate. The committee did not hold any meetings during the fiscal year. Effective January 2011, the Distribution Committee was dissolved.

Executive Committee — Acts for the Board between meetings of the Board. The committee did not hold any meetings during the last fiscal year.

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. The committee held 5 meetings during the last fiscal year.

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. The committee held 8 meetings during the last fiscal year.

BOARD MEMBER HOLDINGS

The following table shows the dollar range of equity securities beneficially owned on Dec. 31, 2010 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 22. Board Member Holdings — All Funds

Based on net asset values as of Dec. 31, 2010:


	Aggregate Dollar Range of Equity Securities of All
Board Member	Funds Overseen by Board Member

Kathleen Blatz	Over $	100,000

Pamela G. Carlton	Over $	100,000


Patricia M. Flynn	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.

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COMPENSATION OF BOARD MEMBERS

Total compensation. The following table shows the total compensation paid to independent Board members from all the funds in the Fund Family in the fiscal year ended Dec. 31, 2010.

Table 23. Board Member Compensation — All Funds


	Total Cash Compensation from Funds
Board Member ^(a)	Paid to Board Member

Kathleen Blatz	$	201,227

Arne H. Carlson ^(c)		226,354


Pamela G. Carlton		196,227

Patricia M. Flynn		210,475	^(b)


Anne P. Jones ^(d)		203,727

Jeffrey Laikind ^(e)		189,890	^(b)


Stephen R. Lewis, Jr.		400,503	^(b)

John F. Maher		210,000	^(b)


Catherine James Paglia		203,727

Leroy C. Richie		198,727


Alison Taunton-Rigby		198,727


(a)		Board member compensation is a combination of a base fee and meeting fees, with the exception of the Chair of the Board, who receives a base annual compensation. Payment of compensation is administered by a company providing limited administrative services to the funds and to the Board.


(b)		Ms. Flynn, Mr. Laikind, Mr. Lewis and Mr. Maher elected to defer a portion of the total cash compensation payable during the period in the amount of $110,000, $145,938, $86,000 and $210,000, respectively. Amount deferred by fund is set forth in Table 24. Additional information regarding the deferred compensation plan is described below.


(c)		Mr. Carlson ceased serving as a member of the Board effective Dec. 31, 2010.


(d)		Ms. Jones ceased serving as a member of the Board effective April 14, 2011.


(e)		Mr. Laikind ceased serving as a member of the Board effective Nov. 11, 2010.

The Independent Directors determine the amount of compensation that they receive, including the amount paid to the Chair of the Board. In determining compensation for the Independent Directors, the Independent Directors 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 Directors 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 Directors, and that they undertake significant legal responsibilities. The Independent Directors 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 Directors 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 Directors, 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 Directors.

Effective Jan. 1, 2011, Independent Directors 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 meetings conducted by telephone. In 2010, the Board’s Chair will receive total annual cash compensation of $430,000.

The Independent Directors 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 Columbia, RiverSource, Seligman or Threadneedle funds in the fund family 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 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.

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Compensation from each fund. The following table shows the compensation paid to independent Board members from each fund during the fiscal year ended Dec. 31, 2010.

Table 25. Board Member Compensation — Individual Funds


	Aggregate Compensation from Fund
																					Taunton-
Fund	Blatz		Carlson ^(a)		Carlton		Flynn		Jones ^(b)		Laikind ^(c)		Lewis		Maher		Paglia		Richie		Rigby

Balanced – total	$	2,252	$	2,523	$	2,195	$	2,364	$	2,284	$	2,157	$	4,482	$	2,351	$	2,284	$	2,227	$	2,227
Amount deferred		0		0		0		1,233		0		1,656		962		2,351		0		0		0


Cash Management – total		2,084		2,345		2,031		2,180		2,112		1,991		4,166		2,164		2,112		2,059		2,059
Amount deferred		0		0		0		1,136		0		1,529		892		2,164		0		0		0


Core Equity – total		423		474		412		444		429		404		841		442		429		418		418
Amount deferred		0		0		0		232		0		310		180		442		0		0		0


Davis New York Venture – total		4,039		4,478		3,939		4,276		4,108		3,953		7,958		4,265		4,108		4,008		4,008
Amount deferred		0		0		0		2,233		0		3,038		1,712		4,265		0		0		0


Diversified Bond – total		11,418		12,716		11,137		12,060		11,604		11,124		22,644		12,004		11,604		11,323		11,323
Amount deferred		0		0		0		6,292		0		8,544		4,864		12,004		0		0		0


Diversified Equity Income – total		7,906		8,808		7,706		8,338		8,034		7,638		15,669		8,282		8,034		7,833		7,833
Amount deferred		0		0		0		4,342		0		5,864		3,362		8,282		0		0		0


Dynamic Equity – total		3,104		3,474		3,025		3,260		3,149		2,965		6,170		3,242		3,149		3,070		3,070
Amount deferred		0		0		0		1,699		0		2,277		1,323		3,242		0		0		0


Emerging Markets Opportunity – total		2,168		2,430		2,113		2,274		2,198		2,056		4,310		2,262		2,198		2,143		2,143
Amount deferred		0		0		0		1,185		0		1,579		924		2,262		0		0		0


Global Bond – total		3,821		4,276		3,727		4,018		3,877		3,671		7,600		4,002		3,877		3,782		3,782
Amount deferred		0		0		0		2,097		0		2,820		1,632		4,002		0		0		0


Global Inflation Protected Securities – total		5,634		6,318		5,496		5,917		5,713		5,372		11,210		5,891		5,713		5,575		5,575
Amount deferred		0		0		0		3,087		0		4,126		2,405		5,891		0		0		0


Goldman Sachs Mid Cap Value – total		941		1,082		919		959		942		820		1,873		982		942		920		920
Amount deferred		0		0		0		511		0		634		405		982		0		0		0


High Yield Bond – total		1,634		1,833		1,593		1,714		1,657		1,564		3,258		1,705		1,657		1,616		1,616
Amount deferred		0		0		0		894		0		1,201		699		1,705		0		0		0


Income Opportunities – total		3,704		4,104		3,612		3,928		3,771		3,652		7,321		3,906		3,771		3,678		3,678
Amount deferred		0		0		0		2,047		0		2,804		1,573		3,906		0		0		0


International Opportunity – total		1,208		1,351		1,176		1,266		1,225		1,151		2,403		1,257		1,225		1,194		1,194
Amount deferred		0		0		0		659		0		884		515		1,257		0		0		0


Large Cap Growth – total		533		596		519		560		541		509		1,059		556		541		527		527
Amount deferred		0		0		0		292		0		391		227		556		0		0		0


Mid Cap Growth Opportunity – total		884		989		862		930		897		844		1,757		925		897		875		875
Amount deferred		0		0		0		485		0		648		377		925		0		0		0


Mid Cap Value Opportunity – total		1,128		1,284		1,100		1,164		1,136		1,009		2,258		1,165		1,136		1,108		1,108
Amount deferred		0		0		0		609		0		776		484		1,165		0		0		0

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

Page 91


	Aggregate Compensation from Fund
																					Taunton-
Fund	Blatz		Carlson ^(a)		Carlton		Flynn		Jones ^(b)		Laikind ^(c)		Lewis		Maher		Paglia		Richie		Rigby

Partners Small Cap Value – total	$	3,140	$	3,510	$	3,063	$	3,307	$	3,186	$	3,003	$	6,222	$	3,298	$	3,186	$	3,109	$	3,109
Amount deferred		0		0		0		1,727		0		2,308		1,338		3,297		0		0		0


S&P 500 Index – total		493		551		480		518		500		471		979		515		500		487		487
Amount deferred		0		0		0		270		0		362		210		515		0		0		0


Select Large-Cap Value – total		49		55		47		51		49		45		97		51		49		48		48
Amount deferred		0		0		0		445		0		35		21		51		0		0		0


Select Smaller-Cap Value – total		186		208		181		195		188		177		369		194		189		184		184
Amount deferred		0		0		0		102		0		136		79		194		0		0		0


Seligman Global Technology – total		13		15		13		14		14		13		26		14		13		13		13
Amount deferred		0		0		0		7		0		10		6		14		0		0		0


Short Duration U. S. Government – total		1,837		2,098		1,791		1,903		1,854		1,668		3,703		1,887		1,854		1,808		1,808
Amount deferred		0		0		0		990		0		1,281		792		1,887		0		0		0


(a)		Mr. Carlson ceased serving as a member of the Board effective Dec. 31, 2010.


(b)		Ms. Jones ceased serving as a member of the Board effective April 14, 2011.


(c)		Mr. Laikind ceased serving as a member of the Board effective Nov. 11, 2010.

The funds, Columbia Management, unaffiliated and affiliated subadvisers, and Columbia Management Investment Distributors, Inc. have each adopted a Code of Ethics (collectively, the “Codes”) and related procedures reasonably designed to prevent violations of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the 1940 Act. The Codes contain provisions reasonably necessary to prevent a fund’s access persons from engaging in any conduct prohibited by paragraph (b) of Rule 17j-1, which indicates that it is unlawful for any affiliated person of or principal underwriter for a fund, or any affiliated persons of an investment adviser of or principal underwriter for a fund, in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by a fund (i) to employ any device, scheme or artifice to defraud a fund; (ii) to make any untrue statement of a material fact to a fund or omit to state a material fact necessary in order to make the statements made to a fund, in light of the circumstance under which they are made, not misleading; (iii) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on a fund; or (iv) to engage in any manipulative practice with respect to a fund. The Codes prohibit personnel from engaging in personal investment activities that compete with or attempt to take advantage of planned portfolio transactions for the funds.

Copies of the Codes are on public file with the SEC and can be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. The information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-942-8090. Copies of the Codes are also available on the EDGAR Database on the SEC’s Internet site at www.sec.gov. Copies of the Codes may also be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.

Control Persons and Principal Holders of Securities

The investment manager and RiverSource Life and its subsidiaries are the record holders of all outstanding shares of the funds, with the exception of Seligman Global Technology. All 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 disclaimed beneficial ownership of all shares of the funds.

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April 29, 2011

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For Seligman Global Technology, as of 30 days prior to the date of this SAI, the following owned 5% or more of any class of the fund’s shares:


	Percentage			Percent of Fund
Shareholder	of Class			(if greater than 25%)

Class 1
Great-West Life & Annuity FBO Trillium Variable Annuity Account, Greenwood Village, CO		75.37	%		28.79	%
Allianz Life, Minneapolis, MN		5.34	%
Great-West Life & Annuity FBO Varifund Variable Annuity Account, Greenwood Village, CO		15.12	%

Class 2
Guardian Insurance and Annuity B, Bethlehem, PA		33.50	%
Guardian Insurance and Annuity L, Bethlehem, PA		22.45	%
Jefferson National Life, Louisville, KY		9.35	%
Great-West Life & Annuity, Greenwood Village, CO		7.76	%
Ameritas Live Insurance Corp., Lincoln, NE		6.37	%
Kansas City Life Insurance, Kansas City, MO		5.52	%

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 defendant’s 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 (the “Supreme Court”), asking the Supreme Court to stay the District Court proceedings while the 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 issued its ruling in Jones v. Harris Associates , and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, plaintiffs filed a notice of appeal with the Eighth Circuit.

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 Funds’ Boards of Directors/Trustees.

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April 29, 2011

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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.

THE FOLLOWING MATTER IS UNRELATED TO AMERIPRISE FINANCIAL OR COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC OR ITS AFFILIATES

On April 16, 2010, the Securities and Exchange Commission (“SEC”) brought an action under the U.S. federal securities laws in the U.S. District Court for the Southern District of New York against Goldman, Sachs & Co. (“GS&Co.”) and one of its employees alleging that they made materially misleading statements and omissions in connection with a 2007 private placement of securities relating to a synthetic collateralized debt obligation sold to two institutional investors. GS&Co. and/or other affiliates of The Goldman Sachs Group, Inc. have received or may in the future receive notices and requests for information from various regulators, and have become or may in the future become involved in legal proceedings, based on allegations similar to those made by the SEC or other matters.

Neither Goldman Sachs Asset Management, L.P. or Goldman Sachs Asset Management International (collectively “GSAM”) nor any GSAM-managed or GSAM-subadvised funds have been named in the complaint. Moreover, the SEC complaint does not seek any penalties against them or against any employee who is or has been part of GSAM.

In the view of GS&Co. and GSAM, neither the matters alleged in this or any such similar proceedings nor their eventual resolution are likely to have a material affect on the ability of GS&Co., GSAM or their affiliates to provide services to GSAM-managed or GSAM-subadvised funds. Due to a provision in the law governing the operation of mutual funds, the resolution of the SEC action could, under certain circumstances, result in a situation in which GS&Co., GSAM and their affiliates would be ineligible to serve as an investment adviser, subadviser or principal underwriter for U.S.-registered mutual funds absent an exemption from the SEC. While there is no assurance that such an exemption would be granted, the SEC has granted this type of relief in the past.

Independent Registered Public Accounting Firm

For all funds except Seligman Global Technology, financial statements contained in the funds’ Annual Report for the fiscal years ended Dec. 31, 2007 or later were audited by the independent registered public accounting firm, Ernst & Young LLP (E&Y), 220 South 6th Street, Suite 1400, Minneapolis, MN 55402-3900. The financial statements for periods ended on or before Dec. 31, 2006 were audited by other auditors. For Seligman Global Technology, the financial statements for periods ended Dec. 31, 2009 or later were audited by E&Y, and financial statements for periods ended Dec. 31, 2008 and earlier were audited by other auditors. The independent registered public accounting firm also provides other accounting and tax-related services as requested by the funds.

Columbia Variable Portfolio Funds – Statement of Additional Information –
April 29, 2011

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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.

Columbia Variable Portfolio Funds – Statement of Additional Information – April 29, 2011

Page A-1

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.

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Page A-2

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.

Columbia Variable Portfolio Funds – Statement of Additional Information – April 29, 2011

Page A-3

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-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 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.

Columbia Variable Portfolio Funds – Statement of Additional Information – April 29, 2011

Page A-4

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.

Columbia Variable Portfolio Funds – Statement of Additional Information – April 29, 2011

Page A-5

Appendix B

S&P 500 Index Fund

ADDITIONAL INFORMATION ABOUT THE S&P 500 INDEX

The Fund is not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the shareholders of the Fund or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index to track general stock market performance. S&P’s only relationship to the Fund is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index, which are determined, composed and calculated by S&P without regard to the Fund. S&P has no obligation to take the needs of the Fund or its shareholders into consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the Fund or the timing of the issuance or sale of the Fund or in the determination or calculation of the equation by which the Fund’s shares are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of Fund shares.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN (THE S&P INDEX) AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE FUND, ITS SHAREHOLDERS OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

S-6466-20 AF (4/11)

Columbia Variable Portfolio Funds – Statement of Additional Information – April 29, 2011

Page B-1

STATEMENT OF ADDITIONAL INFORMATION
April 29, 2011


Columbia Funds Variable Series Trust II (formerly known as RiverSource Variable Series Trust)
Columbia Variable Portfolio — Limited Duration Credit Fund (formerly known as RiverSource Variable Portfolio — Limited Duration Bond Fund)
Variable Portfolio — AllianceBernstein International Value Fund
Variable Portfolio — American Century Diversified Bond Fund
Variable Portfolio — American Century Growth Fund
Variable Portfolio — Columbia Wanger International Equities Fund
Variable Portfolio — Columbia Wanger U.S. Equities Fund
Variable Portfolio — Eaton Vance Floating-Rate Income 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 — Nuveen Winslow Large Cap Growth Fund (formerly known as Variable Portfolio — UBS Large Cap Growth Fund)
Variable Portfolio — Partners Small Cap Growth Fund
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund
Variable Portfolio — Pyramis ^® International Equity 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 Columbia Management Investment 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. Each fund’s financial statements for its most recent fiscal period are contained in the fund’s annual or semiannual report to shareholders. The Independent Registered Public Accounting Firm’s Report and the Financial Statements, including Notes to the Financial Statements and the Portfolio of Investments in Securities and any applicable Schedule of Affiliated Funds, contained in the Annual Report, are incorporated in this SAI by reference. No other portion of the Annual Report is incorporated by reference. For a free copy of a fund prospectus, or annual or semiannual report, contact your financial intermediary (or selling/servicing agent) or write to the family of funds, which includes Columbia, RiverSource, Seligman and Threadneedle branded funds (collectively, the “Fund Family”), c/o Columbia Management Investment Services Crop., P.O. Box 8081, Boston, MA 02266-8081 or call 800.345.6611.

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, Columbia Management Investment Advisers, LLC (the “investment manager” or “Columbia Management”), 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		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. 39
Valuing Fund Shares		p. 39
Portfolio Holdings Disclosure		p. 41
Proxy Voting		p. 43
Investing in a Fund		p. 45
Capital Loss Carryover		p. 46
Taxes		p. 47
Service Providers		p. 48
Organizational Information		p. 82
Board Members and Officers		p. 87
Control Persons and Principal Holders & Securities		p. 95
Information Regarding Pending and Settled Legal Proceedings		p. 95
Independent Registered Public Accounting Firm		p. 96
Appendix A: Description of Ratings		p. A-1

List of Tables


1.	Fund Fiscal Year Ends and Investment Categories	p. 2
2.	Investment Strategies and Types of Investments	p. 4
3.	Total Brokerage Commissions	p. 35
4.	Brokerage Directed for Research and Turnover Rates	p. 36
5.	Securities of Regular Broker Dealers	p. 37
6.	Valuing Fund Shares	p. 39
7.	Capital Loss Carryover	p. 46
8.	Investment Management Services Agreement Fee Schedule	p. 48
9.	Management Fees and Nonadvisory Expenses	p. 49
10.	Subadvisers and Subadvisory Agreement Fee Schedules	p. 50
11.	Subadvisory Fees	p. 52
12.	Portfolio Managers	p. 53
13.	Administrative Services Agreement Fee Schedule	p. 79
14.	Administrative Fees	p. 80
15.	12b-1 Fees	p. 81
16.	Fund History Table	p. 82
17.	Board Members	p. 87
18.	Fund Officers	p. 88
19.	Board Member Holdings — All Funds	p. 92
20.	Board Member Compensation — All Funds	p. 93
21.	Board Member Compensation — Individual Funds	p. 94


Statement of Additional Information – April 29, 2011	Page 1

Throughout this SAI, the funds are referred to as follows:

Columbia Variable Portfolio — Limited Duration Credit Fund (Limited Duration Credit)

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 — Columbia Wanger International Equities Fund (Columbia Wanger International Equities)

Variable Portfolio — Columbia Wanger U.S. Equities Fund (Columbia Wanger U.S. Equities)

Variable Portfolio — Eaton Vance Floating-Rate Income Fund (Eaton Vance Floating-Rate Income)

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 — Nuveen Winslow Large Cap Growth Fund (Nuveen Winslow Large Cap Growth)

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 — 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


Fund	Fiscal Year End	Fund Investment Category
AllianceBernstein International Value	December 31	Equity

American Century Diversified Bond	December 31	Fixed Income

American Century Growth	December 31	Equity

Columbia Wanger International Equities	December 31	Equity

Columbia Wanger U.S. Equities	December 31	Equity

Eaton Vance Floating-Rate Income	December 31	Fixed Income

Invesco International Growth	December 31	Equity

J.P. Morgan Core Bond	December 31	Fixed Income

Jennison Mid Cap Growth	December 31	Equity

Limited Duration Credit	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

Nuveen Winslow Large Cap Growth	December 31	Equity

Partners Small Cap Growth	December 31	Equity

PIMCO Mortgage-Backed Securities	December 31	Fixed Income

Pyramis International Equity	December 31	Equity

Wells Fargo Short Duration Government	December 31	Fixed Income


Statement of Additional Information – April 29, 2011	Page 2

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 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 will 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.

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.


Statement of Additional Information – April 29, 2011	Page 3

Additionally, for all funds EXCEPT, AllianceBernstein International Value, Columbia Wanger International Equities, Invesco International Growth, Pyramis International Equity, Mondrian International Small Cap and Morgan Stanley Global Real Estate:


	•	Up to 25% of the fund’s net assets may be invested in foreign investments.*

* For Nuveen Winslow Large Cap Growth, the 20% limitation stated in the prospectus is an investment policy.

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.

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	•	•


Statement of Additional Information – April 29, 2011	Page 4


Investment strategy	Equity	Fixed Income

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		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

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.

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.


Statement of Additional Information – April 29, 2011	Page 5

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.

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.

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.


Statement of Additional Information – April 29, 2011	Page 6

Certain derivatives have the potential for unlimited losses regardless of the size of the initial investment.

Derivatives Risk-Credit Default Swaps. The Fund may enter into credit default swaps for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A credit default swap enables an investor to buy or sell protection against a credit event, such as an issuer’s failure to make timely payments of interest or principal, bankruptcy or restructuring. A credit default swap may be embedded within a structured note or other derivative instrument. Swaps can involve greater risks than direct investment in the underlying securities, because swaps subject the Fund to Counterparty Credit Risk, pricing risk (i.e., swaps may be difficult to value) and Liquidity Risk (i.e., may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses). If the Fund is selling credit protection, there is a risk that a credit event will occur and that the Fund will have to pay the counterparty. If the Fund is buying credit protection, there is a risk that no credit event will occur and the Fund will receive no benefit for the premium paid.

Derivatives Risk-Foreign Forward Currency Contracts. The Fund may enter into forward foreign currency contracts, which are types of derivative contracts, whereby the Fund may buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future for a specific exchange rate on a given date. These contracts, however, may fall in value due to foreign market downswings or foreign currency value fluctuations. The Fund may enter into forward foreign currency contracts for risk management (hedging) or investment purposes. The inability of the Fund to precisely match forward contract amounts and the value of securities involved may reduce the effectiveness of the Fund’s hedging strategy. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase in the value of the currency. When entering into forward foreign currency contracts for investment purposes, unanticipated changes in the currency markets could result in reduced performance for the Fund. The Fund may designate cash or securities in an amount equal to the value of the Fund’s forward foreign currency contracts which may limit the Fund’s investment flexibility. If the value of the designated securities declines, additional cash or securities will be so designated. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been movement in forward contract prices. When the Fund converts its foreign currencies into U.S. dollars it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market.

Derivatives Risk-Forward Contracts. The Fund may enter into forward contracts (or forwards) for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A forward is a contract between two parties to buy or sell an asset at a specified future time at a price agreed today. Forwards are traded in the over-the-counter markets. The Fund may purchase forward contracts, including those on mortgage-backed securities in the “to be announced” (TBA) market. In the TBA market, the seller agrees to deliver the mortgage backed securities for an agreed upon price on an agreed upon date, but makes no guarantee as to which or how many securities are to be delivered. Investments in forward contracts subject the Fund to Counterparty Credit Risk. For a description of the risks associated with mortgage-backed securities, see “Mortgage-Related and Other Asset-Backed Risks.”

Derivatives Risk-Forward Rate Agreements. The Fund may enter into forward rate agreements for investment purposes, for risk management (hedging) purposes, and to increase flexibility. Under forward rate agreements, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates. These transactions involve risks, including Counterparty Credit Risk, hedging risk and Interest Rate Risk.

Derivatives Risk-Futures Contracts. The Fund may enter into futures contracts, including currency, bond, index and interest rate futures for investment purposes, for risk management (hedging) purposes, and to increase flexibility. 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. The volatility of futures contracts prices has been historically greater than the volatility of stocks and bonds. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade


Statement of Additional Information – April 29, 2011	Page 7

outside the daily permissible price movement. The Fund’s investment or hedging strategies may be unable to achieve their objectives.

Derivatives Risk-Interest Rate Swaps. The Fund may enter into interest rate swap agreements 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. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and other foreign interest rates. A swap agreement can increase or decrease the volatility of the Fund’s investments and its net asset value. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged (creating Leverage Risk) and are subject to Counterparty Credit Risk, pricing risk (i.e., swaps may be difficult to value) and Liquidity Risk (i.e., may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses).

Derivatives Risk-Options. The Fund may enter into option transactions. If the Fund sells a put option, there is a risk that the Fund may be required to buy the underlying investment at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying investment at a disadvantageous price. If the Fund sells a call option on an investment that the Fund owns (a “covered call”) and the investment has increased in value when the call option is exercised, the Fund will be required to sell the investment at the call price and will not be able to realize any of the investment’s value above the call price. These transactions involve risk, including correlation risk, Counterparty Credit risk, hedging risk and Leverage Risk.

Derivatives 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. Warrants may be subject to the risk that the securities could lose value. There also is the risk that the potential exercise price may exceed the market price of the warrants or rights.


Statement of Additional Information – April 29, 2011	Page 8

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.

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.


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experience a default than investment grade fixed-income securities. High-yield securities are considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal.

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.

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.

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.

Multi-Adviser Risk. The Fund has multiple subadvisers. Each subadviser makes investment decisions independently from the other subadviser(s). It is possible that the security selection process of one subadviser will not complement or may even contradict that of the other subadviser(s), including makings off-setting trades that have no net effect to the Fund, but which may increase Fund expenses. As a result, the Fund’s exposure 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.


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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.

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.

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.

The largest risks associated with sovereign debt include Credit Risk and Risks of Foreign/Emerging Markets Investing.


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U.S. Government Obligations Risk. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. For example, securities issued by the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association and the Federal Home Loan Banks are neither insured nor guaranteed by the U.S. government. These securities may be supported by the ability to borrow from the U.S. Treasury or only by the credit of the issuing agency, authority, instrumentality or enterprise and, as a result, are subject to greater credit risk than securities issued or guaranteed by the U.S. Treasury. The Fund may be subject to such risk to the extent it invests in securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises.

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).

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.

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

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.


*		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

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.


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Cash/Money Market Instruments

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 Columbia Short-Term Cash Fund, a money market fund established for the exclusive use of the Columbia funds and other institutional clients of Columbia Management.

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

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


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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


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top four credit quality categories for the security to be considered investment grade. See Appendix A for a discussion of securities ratings.

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


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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.


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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.

Another risk is caused by the legal unenforceability 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: Counterparty Risk, Derivatives Risk and Liquidity Risk.


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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.

Floating Rate Loans


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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

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.


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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.


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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.


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settlement, such as technical changes in the mechanics of delivery of currency, the fixing of dollar settlement prices or prohibitions on exercise.

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.)

Illiquid and Restricted Securities


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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

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

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)


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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.

Lending of Portfolio Securities


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(or its affiliates). The Lending Agent shares in any income resulting from the investment of such cash collateral, and an affiliate of the Lending Agent may receive asset-based fees for the management of such pooled investment vehicles, which may create a conflict of interest between the Lending Agent (or its affiliates) and the fund with respect to the management of such collateral. 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. The investment manager is not responsible for any loss incurred by the funds in connection with the securities lending program.

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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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.)

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

Preferred Stock


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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

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


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performance also will depend on the effectiveness of the investment manager’s research and the management team’s investment decisions.

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.

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

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.


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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.

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


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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

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

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 Columbia Management Investment Distributors, Inc. (formerly known as RiverSource Distributors, Inc.) (principal underwriter and distributor of the funds) has a strict Code of Ethics that


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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

Commission Dollars


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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.

Affiliate Transactions

Trade Aggregation and Allocation

Certain Investment Limitations


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Although the investment manager does not aggregate orders in leveraged loans across its portfolio management teams in the multiple geographic locations, it operates in this structure subject to its duty to seek best execution.

The following table shows total brokerage commissions paid since inception of the funds. Substantially all firms through whom transactions were executed provide research services.

Table 3. Total Brokerage Commissions


Total Brokerage Commissions
Fund	2010 ^(a)
AllianceBernstein International Value	$	959,295

American Century Diversified Bond		0

American Century Growth		808,470

Columbia Wanger International Equities		462,532

Columbia Wanger U.S. Equities		368,674

Eaton Vance Floating-Rate Income		0

Invesco International Growth		1,053,921

J.P. Morgan Core Bond		0

Jennison Mid Cap Growth		645,345

Limited Duration Credit		39,903

Marsico Growth		887,207

MFS Value		872,473

Mondrian International Small Cap		176,309

Morgan Stanley Global Real Estate		290,950

NFJ Dividend Value		1,366,690

Nuveen Winslow Large Cap Growth		1,376,191

Partners Small Cap Growth		828,236

PIMCO Mortgage-Backed Securities		2,560

Pyramis International Equity		1,208,580

Wells Fargo Short Duration Government		0


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.


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For the last fiscal period, transactions were specifically directed to firms in exchange for research services as shown in the following table. The table also shows portfolio turnover rates since inception of the funds. High turnover rates may result in higher brokerage expenses and taxes.

Table 4. Brokerage Directed for Research and Turnover Rates


	Brokerage directed for research*
			Amount of
	Amount of		commissions
	transactions		imputed or paid		Turnover rates
Fund	2010 ^(a)		2010 ^(a)		2010 ^(a)
AllianceBernstein International Value		147,867,629		72,667		29	%

American Century Diversified Bond		0		0		66

American Century Growth		0		0		56

Columbia Wanger International Equities		3,731,369		2,868		20

Columbia Wanger U.S. Equities		32,991,487		38,880		17

Eaton Vance Floating-Rate Income		0		0		19

Invesco International Growth		112,239,669		168,786		17

J.P. Morgan Core Bond		0		0		78

Jennison Mid Cap Growth		67,694,448		50,339		25

Limited Duration Credit		0		0		16

Marsico Growth		695,214,191		607,703		44

MFS Value		300,430,978		207,738		13

Mondrian International Small Cap		0		0		15

Morgan Stanley Global Real Estate		366,008,448		160,285		14

NFJ Dividend Value		170,426,217		241,812		24

Nuveen Winslow Large Cap Growth		924,827,361		592,242		109

Partners Small Cap Growth		444,161,934		717,562		43

PIMCO Mortgage-Backed Securities		0		0		1,403

Pyramis International Equity		253,180,501		330,835		43

Wells Fargo Short Duration Government		0		0		360


*		Reported numbers include third party soft dollar commissions and portfolio manager directed commissions directed for research. Columbia Management also receives proprietary research from brokers, but because these are bundled commissions for which the research portion is not distinguishable from the execution portion, their amounts have not been included in the table.

(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.


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As of the end of the most recent fiscal period, the fund held securities of its regular brokers or dealer or of the parent of those brokers or dealers that derived more than 15% of gross revenue from securities-related activities as presented below.

Table 5. Securities of Regular Brokers or Dealers


		Value of securities owned at
Fund	Issuer	the end of fiscal period ^(a)
AllianceBernstein International Value	None		N/A

American Century Diversified Bond	Citigroup, Inc.	$	13,998,256

	Credit Suisse First Boston Corp.		7,002,546

	Goldman Sachs Group		13,212,605

	GS Mortgage Securities Corp. II		16,082,142

	Jefferies Group, Inc.		976,988

	JPMorgan Chase & Co.		19,830,571

	JPMorgan Chase Commercial Mortgage Securities		4,003,919

	JPMorgan Mortgage Trust		9,411,331

	LB-UBS Commercial Mortgage Trust		35,296,462

	Morgan Stanley		11,066,185

	Morgan Stanley ABS Capital I		3,105,707

	Morgan Stanley, Dean Witter Capital I		16,926,569

	PNC Bank NA		2,392,881

	PNC Funding Corp.		524,829

	PNC Mortgage Acceptance Corp.		908,038

American Century Growth	The Goldman Sachs Group, Inc.		10,087,246

	The Charles Schwab Corp.		8,151,272

Columbia Wanger International Equities	None		N/A

Columbia Wanger U.S. Equities	Eaton Vance Corp.		2,992,770

	Investment Technology Group, Inc.		883,980

Eaton Vance Floating-Rate Income	Nuveen Investments, Inc.		3,815,000

Invesco International Growth	None		N/A

J.P. Morgan Core Bond	Bear Stearns Adjustable Rate Mortgage Trust		437,353

	Bear Stearns Alt-A Trust		697,268

	The Charles Schwab Corp.		353,416

	Chase Mortgage Finance Corp.		3,208,988

	Chase Funding Mortgage Loan Asset-Backed Certificates		3,166,412

	Citigroup, Inc.		9,117,516

	Citigroup Commercial Mortgage Trust		1,259,959

	Citigroup Mortgage Loan Trust, Inc.		11,393,811

	Citigroup Mortgage Securities		2,146,142

	Credit Suisse		1,499,061

	Credit Suisse Mortgage Capital Certificates		8,962,628

	Credit Suisse First Boston Mortgage Securities Corp.		7,485,883

	The Goldman Sachs Group, Inc.		8,188,525

	Jefferies Group, Inc.		1,643,459

	JP Morgan Remeric		1,189,943

	LB-UBS Commercial Mortgage Trust		525,994

	Merrill Lynch & Co., Inc.		4,766,144

	Merrill Lynch Mortgage Trust		946,069

	Morgan Stanley		5,964,892

	Morgan Stanley Capital I		685,378


Statement of Additional Information – April 29, 2011	Page 37


		Value of securities owned at
Fund	Issuer	the end of fiscal period ^(a)
	Morgan Stanley Mortgage LoanTrust	$	1,610,279

	Morgan Stanley Reremic Trust		2,660,901

	PNC Bank NA		1,143,059

	PNC Funding Corp.		2,051,810

Jennison Mid Cap Growth	Eaton Vance Corp.		13,095,576

Limited Duration Credit	Citigroup, Inc.		16,592,684

	The Goldman Sachs Group, Inc.		19,420,463

	JP Morgan Chase & Co.		28,849,861

	Morgan Stanley		19,138,386

Marsico Growth	Citigroup, Inc.		40,401,120

	The Goldman Sachs Group, Inc.		46,445,792

MFS Value	The Goldman Sachs Group, Inc.		48,588,318

	JPMorgan Chase & Co.		42,950,801

	PNC Financial Services Group, Inc.		12,816,353

Mondrian International Small Cap	None		N/A

Morgan Stanley Global Real Estate	None		N/A

NFJ Dividend Value	Goldman, Sachs & Co.		860,448

	The Goldman Sachs Group, Inc.		2,000,000

	PNC Financial Services Group, Inc.		32,230,176

Nuveen Winslow Large Cap Growth	Franklin Resources, Inc		16,759,347

	The Goldman Sachs Group, Inc.		35,044,544

	JPMorgan Chase & Co.		19,491,990

Partners Small Cap Growth	Eaton Vance Corp.		2,755,797

PIMCO Mortgage-Backed Securities	JPMorgan Chase Commercial Mortgage Securities		1,709,276

Pyramis International Equity	None		N/A

Wells Fargo Short Duration Government	Bear Stearns Asset-Backed Securities Trust		7,704,108

	Credit Suisse First Boston Mortgage Securities Corp.		13,039,193

	JPMorgan Chase Commercial Mortgage Securities		11,388,394

	LB-UBS Commercial Mortgage Trust		5,510,353

	Merrill Lynch Mortgage Trust		21,962,310

	Morgan Stanley Capital I		18,275,334


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.


Statement of Additional Information – April 29, 2011	Page 38

Brokerage Commissions Paid to Brokers Affiliated with the Investment Manager

No brokerage commissions were paid by a fund since inception to brokers affiliated with the fund’s investment manager.

Valuing Fund Shares

As of the end of the most recent fiscal period, the computation of net asset value (NAV) was based on net assets divided by shares outstanding as shown in the following table. All expenses of a fund, including the management fee, administrative services fee and distribution fees, as applicable, are accrued daily and taken into account for purposes of determining NAV.

Table 6. Valuing Fund Shares


Fund	Net assets		Shares outstanding		Net asset value of one share
AllianceBernstein International Value
Class 1	$	1,254,171,370		111,457,013	$	11.25
Class 2		582,981		51,880		11.24

American Century Diversified Bond
Class 1		1,997,905,442		190,773,560		10.47
Class 2		816,936		78,105		10.46

American Century Growth
Class 1		1,781,141,290		157,189,271		11.33
Class 2		196,584		17,380		11.31

Columbia Wanger International Equities
Class 1		503,441,509		40,900,721		12.31
Class 2		1,305,571		106,016		12.31

Columbia Wanger U.S. Equities
Class 1		656,773,336		55,333,084		11.87
Class 2		779,297		65,764		11.85

Eaton Vance Floating-Rate Income
Class 1		788,429,535		79,460,787		9.92
Class 2		1,734,731		176,503		9.83

Invesco International Growth
Class 1		1,645,211,683		141,331,145		11.64
Class 2		456,346		39,237		11.63

J.P. Morgan Core Bond
Class 1		1,791,928,464		172,459,532		10.39
Class 2		1,173,109		113,145		10.37

Jennison Mid Cap Growth
Class 1		839,891,604		73,924,509		11.36
Class 2		347,955		30,705		11.33

Limited Duration Credit
Class 1		2,370,409,589		230,816,955		10.27
Class 2		1,250,295		121,999		10.25


Statement of Additional Information – April 29, 2011	Page 39


Fund	Net assets		Shares outstanding		Net asset value of one share
Marsico Growth
Class 1	$	1,590,540,052		131,883,883	$	12.06
Class 2		323,325		26,856		12.04

MFS Value
Class 1		1,534,187,653		142,564,512		10.76
Class 2		364,781		33,939		10.75

Mondrian International Small Cap
Class 1		301,888,897		24,237,845		12.46
Class 2		6,269		504		12.44

Morgan Stanley Global Real Estate
Class 1		369,366,006		31,475,185		11.74
Class 2		880,030		75,138		11.71

NFJ Dividend Value
Class 1		1,544,544,450		137,204,749		11.26
Class 2		183,351		16,315		11.24

Nuveen Winslow Large Cap Growth
Class 1		1,192,955,369		104,434,734		11.42
Class 2		41,910		3,677		11.40

Partners Small Cap Growth
Class 1		483,630,583		41,096,360		11.77
Class 2		131,247		11,173		11.75

PIMCO Mortgage-Backed Securities
Class 1		1,087,740,038		104,873,549		10.37
Class 2		477,835		46,139		10.36

Pyramis International Equity
Class 1		1,019,309,406		88,094,443		11.57
Class 2		87,094		7,537		11.56

Wells Fargo Short Duration Government
Class 1		1,574,514,599		154,446,343		10.19
Class 2		469,337		46,129		10.17

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.

	•	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.

	•	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


Statement of Additional Information – April 29, 2011	Page 40


		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

Public Disclosures


	•	For Equity and Balanced funds, a complete list of fund portfolio holdings as of month-end are posted on the website on a monthly basis approximately, but no earlier than, 15 calendar days after each month-end. The four most recent consecutive monthly disclosures remain posted for each fund. Such portfolio holdings information posted on the website includes the name of each portfolio security, number of shares held by the fund, value of the security and the security’s percentage of the market value of the fund’s portfolio as of month-end.

	•	For Fixed Income funds, a complete list of fund portfolio holdings as of calendar quarter-end are posted on the website on a quarterly basis approximately, but no earlier than, 30 calendar days after such quarter-end, and remain posted at least until the date on which the fund files its Form N-CSR or Form N-Q with the SEC for the subsequent fiscal period. Fixed income fund portfolio holdings information posted on the website shall include the name of each portfolio security, maturity/rate, par value and the security’s percentage of the market value of the fund’s portfolio as of calendar quarter-end.

	•	For Money Market funds, a complete list of fund portfolio holdings as of month-end are posted on the website on a monthly basis, approximately five business days after such month-end. Commencing with the month-end holdings as of September 2010 and thereafter, such month-end holdings will be continuously available on the website for at least six months, together with a link to an SEC webpage where a user of the website may obtain access to the fund’s most recent 12 months of publicly available filings on Form N-MFP. Additionally, as of September 2010 and thereafter, Money Market fund portfolio holdings information posted on the website will, at minimum, include with


Statement of Additional Information – April 29, 2011	Page 41


		respect to each holding, the name of the issuer, the category of investment (e.g., Treasury debt, government agency debt, asset backed commercial paper, structured investment vehicle note), the CUSIP number (if any), the principal amount, the maturity date (as determined under Rule 2a-7 for purposes of calculating weighted average maturity), the final maturity date (if different from the maturity date previously described), coupon or yield and the amortized cost value. The Money Market funds will also disclose on the website the overall weighted average maturity and weighted average life maturity of a holding and any other information that may be required by the SEC.

In addition, the investment manager makes publicly available information regarding certain fund’s largest five to fifteen holdings, as a percent of the market value of the funds’ portfolios as of a month-end. This holdings information is made publicly available through the website columbiamanagement.com, approximately fifteen (15) days following the month-end. The scope of the information that is made available on the funds’ websites pursuant to the funds’ policies may change from time to time without prior notice.

Other Disclosures

The fund also 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.


Statement of Additional Information – April 29, 2011	Page 42

may be selectively disclosed, requests approved by the PHC must also be authorized by either the fund’s President, Chief Compliance Officer or General Counsel or their respective designees. On at least an annual basis, the PHC reviews the approved recipients of selective disclosure and may require a resubmission of the request, in order to re-authorize certain 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.

Ongoing Portfolio Holdings Disclosure Arrangements:

In addition to the daily information provided to the fund’s custodians, subcustodians, administrator and investment advisers, the following disclosure arrangements are in place:


		Frequency of
Identity of recipient	Conditions/Restrictions on use of information	disclosure

Bitlathe	Website support for fund performance disclosure	Monthly
BlackRock, Inc.	For providing trading operations and portfolio management support.	Daily
Bloomberg, L.P.	For independent research of funds. Sent monthly, approximately 30 days after month end.	Monthly
Bowne & Co.	For printing of proxies and annual updates to prospectuses and SAIs.	As needed
Cenveo, Inc.	For printing of prospectuses, supplements, SAIs and shareholder reports.	As needed
Factset Research Systems	For provision of quantitative analytics, charting and fundamental data to the investment manager.	Daily
Investment Technology Group, Inc. (ITG, formerly known as Plexus Group)	For evaluation and assessment of trading activity, execution and practices by the investment manager.	Daily
InvestorTools, Inc.	Provide descriptive data for municipal securities	Daily
Morningstar, Inc.	For independent research and ranking of funds. Sent monthly, approximately 25 days after month end.	Monthly
RiskMetrics Group (formerly Institutional Shareholder Services)	Proxy voting administration and research on proxy matters.	Daily
Thomson Reuters Corp. (Lipper)	Information provided monthly with a 30 day lag to assure accuracy of Lipper Fact Sheets.	Monthly

Proxy Voting

GENERAL GUIDELINES, POLICIES AND PROCEDURES

GENERAL GUIDELINES

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:

Election of Directors


•	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.


Statement of Additional Information – April 29, 2011	Page 43


•	In a routine election of directors, the Board will generally vote with the recommendations of the company’s nominating committee because the Board believes that 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 generally 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 exhibited poor governance such as involvement in options backdating, financial restatements or material weaknesses in control, approving egregious compensation or have consistently disregarded the interests of shareholders.

•	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 in the absence of majority voting, generally will support cumulative voting.

•	Votes in a contested election of directors are evaluated on a case-by-case basis.

Defense mechanisms

The Board generally supports proposals eliminating provisions requiring supermajority approval of certain actions. The Board generally supports proposals to opt out of control share acquisition statutes and proposals restricting a company’s ability to make greenmail payments. The Board reviews management proposals submitting shareholder rights plans (poison pills) to shareholders on a case-by-case basis.

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 company’s recommendation for auditor, including, for example, auditor involvement in significant financial restatements, options backdating, conflicts of interest, material weaknesses in control, attempts to limit auditor liability or situations where independence has been compromised.

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 generally votes for plans if they are reasonable and consistent with industry and country standards and against plans that it believes dilute shareholder value substantially.

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. The Board generally abstains or votes against these proposals.

POLICY AND PROCEDURES


Statement of Additional Information – April 29, 2011	Page 44

writing. The Board Chair or other Board members who are independent from the investment manager will consider the recommendation and decide how to vote the proxy proposal or establish a protocol for voting the proposal.

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 Columbia Management 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 Columbia Management 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 Funds may invest in shares of other funds managed by Columbia Management (referred to in this context as “underlying funds”) and may own substantial portions of these underlying funds. In general, 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, 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; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.

OBTAIN A PROXY VOTING RECORD

Each year the Columbia 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 columbiamanagement.com 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.


Statement of Additional Information – April 29, 2011	Page 45

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

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.


	•	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 of the funds reserve the right to reject any business, in its sole discretion.

Capital Loss Carryover

Table 7. Capital Loss Carryover

Total

Amount expiring in:

Fund

Capital Loss Carryovers

2011

2012

2013

2014

2015

2016

2017

2018

2019

Alliance Bernstein International Value — total

None

—

American Century Diversified Bond — total

None

—

American Century Growth — total

None

—

Columbia Wanger International Equities — total

None

—

Columbia Wanger U.S. Equities — total

None

—

Eaton Vance Floating-Rate Income — total

None

—


Statement of Additional Information – April 29, 2011	Page 46


	Total		Amount expiring in:
Fund	Capital Loss Carryovers		2011		2012		2013		2014		2015		2016		2017		2018		2019
Invesco International Growth — total		None		—		—		—		—		—		—		—		—		—

J.P. Morgan Core Bond — total		None		—		—		—		—		—		—		—		—		—

Jennison Mid Cap Growth — total		None		—		—		—		—		—		—		—		—		—

Limited Duration Bond — total		None		—		—		—		—		—		—		—		—		—

Marsico Growth — total		None		—		—		—		—		—		—		—		—		—

MFS Value — total		None		—		—		—		—		—		—		—		—		—

Mondrian International Small Cap — total		None		—		—		—		—		—		—		—		—		—

Morgan Stanley Global Real Estate — total		None		—		—		—		—		—		—		—		—		—

NFJ Dividend Value — total		None		—		—		—		—		—		—		—		—		—

Nuveen Winslow Large Cap Growth — total		None		—		—		—		—		—		—		—		—		—

Partners Small Cap Growth — total		None		—		—		—		—		—		—		—		—		—

PIMCO Mortgage-Backed Securities — total	$	6,028,053		$0		$0		$0		$0		$0		$0		$0		$0		$6,028,053

Pyramis International Equity — total		None		—		—		—		—		—		—		—		—		—

Wells Fargo Short Duration Government — total		None		—		—		—		—		—		—		—		—		—

Taxes

Each fund other than American Century Growth, Columbia Wanger U.S. Equities, Jennison Mid Cap Growth, Marsico Growth, MFS Value, NFJ Dividend Value, Partners Small Cap Growth, and Nuveen Winslow 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.

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.


Statement of Additional Information – April 29, 2011	Page 47

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

Columbia Management 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.

Table 8. Investment Management Services Agreement Fee Schedule


					Daily rate on
	Assets	Annual rate at			last day of most
Fund	(billions)	each asset level			recent fiscal period
AllianceBernstein International Value	First $1.0		0.850	%	0.840%
Invesco International Growth	Next $1.0		0.800	%	0.830%
Pyramis International Equity	Over $2.0		0.700	%	0.849%

American Century Diversified Bond	First $1.0		0.480	%	0.465%
J.P. Morgan Core Bond	Next $1.0		0.450	%	0.467%
PIMCO Mortgage-Backed Securities	Over $2.0		0.400	%	0.478%
Wells Fargo Short Duration Government					0.469%

American Century Growth	First $1.0		0.650	%	0.628%
Marsico Growth	Next $1.0		0.600	%	0.631%
MFS Value	Over $2.0		0.500	%	0.633%
NFJ Dividend Value					0.632%
Nuveen Winslow Large Cap Growth					0.642%

Columbia Wanger International Equities	First $0.25		0.950	%	0.924%
Mondrian International Small Cap	Next $0.25		0.900	%	0.941%
	Over $0.50		0.850	%

Columbia Wanger U.S. Equities	First $0.25		0.900	%	0.857%
Partners Small Cap Growth	Next $0.25		0.850	%	0.876%
	Over $0.50		0.800	%

Eaton Vance Floating-Rate Income	First $1.0		0.630	%	0.630%
	Next $1.0		0.580	%
	Over $2.0		0.530	%


Statement of Additional Information – April 29, 2011	Page 48


					Daily rate on
	Assets	Annual rate at			last day of most
Fund	(billions)	each asset level			recent fiscal period
Jennison Mid Cap Growth	First $1.0		0.750	%	0.750%
	Next $1.0		0.700	%
	Over $2.0		0.650	%

Limited Duration Credit	First $1.0		0.480	%	0.462%
	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	%	0.850%
	Next $1.0		0.800	%
	Over $2.0		0.750	%

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.

The table below shows the total management fees paid by each fund since inception, as well as nonadvisory expenses, net of earning credits, waivers and expenses, reimbursed by the investment manager and its affiliates.

Table 9. Management Fees and Nonadvisory Expenses


	Management Fees		Nonadvisory Expenses
Fund	2010 ^(a)		2010 ^(a)
AllianceBernstein International Value	$	5,844,239	($	476,214	)

American Century Diversified Bond		5,007,933		(491,563	)

American Century Growth		6,062,389		(516,142	)

Columbia Wanger International Equities		2,590,174		201,739

Columbia Wanger U.S. Equities		2,977,895		(159,443	)

Eaton Vance Floating-Rate Income		2,742,951		(803,226	)

Invesco International Growth		7,572,177		(157,806	)

J.P. Morgan Core Bond		4,577,594		(472,813	)

Jennison Mid Cap Growth		3,407,554		(254,205	)

Limited Duration Credit		5,800,957		(635,314	)

Marsico Growth		5,469,000		(502,863	)

MFS Value		5,124,281		(931,688	)

Mondrian International Small Cap		1,552,080		177,214

Morgan Stanley Global Real Estate		1,760,320		(285,570	)

NFJ Dividend Value		5,171,771		(937,273	)


Statement of Additional Information – April 29, 2011	Page 49


	Management Fees		Nonadvisory Expenses
Fund	2010 ^(a)		2010 ^(a)
Nuveen Winslow Large Cap Growth		4,179,075		(455,220	)

Partners Small Cap Growth		2,084,653		112,375

PIMCO Mortgage-Backed Securities		2,895,760		(374,360	)

Pyramis International Equity		4,784,388		(195,964	)

Wells Fargo Short Duration Government		4,108,854		(449,821	)


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.

Manager of Managers Exemption

The Funds managed by Columbia Management have received an order from the Securities and Exchange Commission (SEC) that permits Columbia Management, 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. Columbia Management 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, Columbia Management does not consider any other relationship it or its affiliates may have with a subadviser, and Columbia Management 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 10.

The following table shows the advisory fee schedules for fees paid by the investment manager to subadvisers for funds that have subadvisers.

Table 10. Subadvisers and Subadvisory Agreement Fee Schedules


		Parent
Fund	Subadviser	Company	Fee Schedule



AllianceBernstein International Value	AllianceBernstein L.P. ^(a) (AllianceBernstein) (effective May 10, 2010)	N/A	0.40% on the first $50 million, reducing to 0.25% as assets increase


American Century Diversified Bond	American Century Investment Management, Inc. (American Century) (effective May 10, 2010)	A	0.16% on all asset levels


American Century Growth	American Century (effective May 10, 2010)	A	0.29% on all asset levels


Columbia Wanger International Equities	Columbia Wanger Asset Management L.P. ^(b) (Columbia WAM) (effective May 10, 2010)	B	0.70% on the first $150 million, reducing to 0.60% as assets increase


Statement of Additional Information – April 29, 2011	Page 50


		Parent
Fund	Subadviser	Company	Fee Schedule

Columbia Wanger U.S. Equities	Columbia WAM ^(b) (effective May 10, 2010)	B	0.60% on the first $100 million, reducing to 0.50% as assets increase


Eaton Vance Floating-Rate Income	Eaton Vance Management (Eaton Vance) (effective May 10, 2010)	C	0.30% on all asset levels


Invesco International Growth	Invesco Advisers, Inc. (Invesco) (effective May 10, 2010)	N/A	0.35% on the first $250 million, reducing to 0.25% as assets increase


J.P. Morgan Core Bond	J.P. Morgan Investment Management Inc. (JPMIM) (effective May 10, 2010)	D	0.15% on all asset levels


Jennison Mid Cap Growth	Jennison Associates LLC (Jennison) (effective May 10, 2010)	E	0.40% on assets up to $160 million, decreasing to 0.30% as assets increase; if assets are less than $210 million, then 0.55% on all asset levels


Marsico Growth	Marsico Capital Management, LLC (Marsico Capital) (effective May 10, 2010)	F	0.45% on all asset levels.


MFS Value	Massachusetts Financial Services Company (MFS) (effective May 10, 2010)	G	0.35% on the first $100 million, reducing to 0.275% as assets increase


Mondrian International Small Cap	Mondrian Investment Partners Limited (Mondrian) (effective May 10, 2010)	N/A	0.65% on all asset levels


Morgan Stanley Global Real Estate	Morgan Stanley Investment Management, Inc. (MSIM) (effective May 10, 2010)	H	0.50% on assets up to $200 million, reducing to 0.40% thereafter


NFJ Dividend Value	NFJ Investment Group LLC (NFJ) (effective May 10, 2010)	I	0.27% on all asset levels


Nuveen Winslow Large Cap Growth	Winslow Capital Management, Inc. (Winslow Capital) (effective November 17, 2010)	J	0.40% on the first $100 million, reducing to 0.25% as assets increase


Partners Small Cap Growth	TCW Investment Management Company (TCW) (effective May 10, 2010)	N/A	0.50% on assets up to $100 million, reducing to 0.40% thereafter


	The London Company (TLC) (effective May 10, 2010)	N/A	0.45% on all asset levels


	Wells Capital Management Incorporated (Wells) (effective May 10, 2010)	K	0.48% on all asset levels


PIMCO Mortgage-Backed Securities	Pacific Investment Management Company LLC (PIMCO) (effective May 10, 2010)	L	0.20% on all asset levels


Pyramis International Equity	Pyramis Global Advisors, LLC (Pyramis) (effective May 10, 2010)	M	0.36% on the first $350 million, reducing to 0.32% as assets increase


Wells Fargo Short Duration Government	Wells (effective May 10, 2010)	K	0.15% on assets up to $1 billion, 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 May 1, 2010, Ameriprise Financial announced the closing of its acquisition of the long-term asset management business of Columbia Management Group, LLC, including Columbia WAM, from Bank of America (the “Columbia Transaction”). As a result of the Columbia Transaction, Columbia WAM is an indirect, wholly-owned subsidiary of Ameriprise Financial.


A –		American Century Investment Management, Inc. is a direct, wholly-owned subsidiary of American Century Companies, Inc.

B –		Columbia WAM is an indirect wholly-owned subsidiary of Ameriprise Financial.

C –		Eaton Vance Management is a wholly-owned subsidiary of Eaton Vance Corp.


Statement of Additional Information – April 29, 2011	Page 51


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 Holdings, LLC.

G –		Massachusetts Financial Services Company 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 organization).

H –		Morgan Stanley Investment Management, Inc. is a subsidiary of Morgan Stanley & Co.

I –		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.

J –		Winslow Capital Management, Inc. is a wholly-owned subsidiary of Nuveen Investment Holdings, Inc.

K –		Wells Capital Management Incorporated is a wholly-owned subsidiary of Wells Fargo Bank, N.A.

L –		Pacific Investment Management Company LLC (PIMCO) is a majority-owned subsidiary of Allianz SE. PIMCO operates as a separate and autonomous subsidiary of Allianz.

M –		Pyramis Global Advisors, LLC is an indirect, wholly-owned subsidiary of FMR LLC (Fidelity Investments).

The following table shows the subadvisory fees paid by the investment manager to subadvisers since inception.

Table 11. Subadvisory Fees


Fund	Subadviser	2010 ^(a)

AllianceBernstein International Value	Alliance Bernstein	$	2,085,918

American Century Diversified Bond	American Century		1,723,528

American Century Growth	American Century		2,788,378

Columbia Wanger International Equities	Columbia WAM		1,825,203

Columbia Wanger U.S. Equities	Columbia WAM		1,821,250

Eaton Vance Floating-Rate Income	Eaton Vance		1,312,710

Invesco International Growth	Invesco		2,516,755

J.P. Morgan Core Bond	JPMIM		1,469,981

Jennison Mid Cap Growth	Jennison		1,470,956

Marsico Growth	Marsico Capital		3,885,868

MFS Value	MFS		2,332,870

Mondrian International Small Cap	Mondrian		1,070,371

Morgan Stanley Global Real Estate	MSIM		957,239

NFJ Dividend Value	NFJ		2,204,946

Nuveen Winslow Large Cap Growth	Winslow Capital		416,149	^(b)

	Former subadviser: UBS Global Asset Management (May 10, 2010 to Nov. 16, 2010)		1,414,386	^(c)

Partners Small Cap Growth	TCW		371,277

	TLC		356,822

	Wells		384,878

PIMCO Mortgage-Backed Securities	PIMCO		1,212,885

Pyramis International Equity	Pyramis		1,940,587

Wells Fargo Short Duration Government	Wells		1,239,401


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010, unless otherwise noted.

(b)		For the period from Nov. 17, 2010 to Dec. 31, 2010.

(c)		For the period from May 10, 2010 to Nov. 16, 2010.


Statement of Additional Information – April 29, 2011	Page 52

Portfolio Managers. For all funds the following table provides information about the funds’ portfolio managers as of Dec. 31, 2010, unless otherwise noted.

Table 12. Portfolio Managers

Other Accounts Managed

Approximate Total

Ownership

Potential

Number and Type of

Assets

Performance-based

of Fund

Conflicts

Structure of

Fund

Portfolio Manager

Account ^(a)

(excluding the fund)

Accounts ^(b)

Shares ^(c)

of Interest

Compensation

AllianceBernstein

AllianceBernstein:

International Value

Sharon E. Fay

203 RICs
327 PIVs
33,299 other accounts

$32.57 billion
$18.46 billion
$80.01 billion

3 RICs ($6.85 B);
10 PIVs ($1.33 B);
62 other accounts
($8.54 B)

Kevin F. Simms

205 RICs
341 PIVs
33,299 other accounts

$32.58 billion
$20.23 billion
$80.01 billion

3 RICs ($6.85 B);
13 PIVs ($1.39 B);
62 other accounts
($8.54 B)

None

(1)

(A)

Henry S. D’Auria

160 RICs
249 PIVs
33,295 other accounts

$30.39 billion
$18.22 billion
$79.63 billion

3 RICs ($6.85 B);
10 PIVs ($1.33 B);
62 other accounts
($8.54 B)

Eric J. Franco

71 RICs
122 PIVs
126 other accounts

$13.43 billion
$6.04 billion
$16.34 billion

1 RIC ($2.13 B);
8 other accounts
($1.19 B)

American Century

American Century:

Diversified Bond

Robert V. Gahagan

17 RICs
2 PIVs
1 other accounts

$17.0 billion
$179.3 million
$323.6 million

Alejandro H. Aguilar

9 RICs
1 PIV
1 other account

$10.4 billion
$33.8 million
$323.6 million

Jeffrey L. Houston

6 RICs
1 PIV
2 other accounts

$6.5 billion
$33.8 million
$935.4 million

None

(2)

(B)

Brian Howell

16 RICs
2 PIVs
2 other accounts

$15.4 billion
$179.3 million
$935.4 million

G. David MacEwen

8 RICs
1 PIV
1 other account

$7.3 billion
$33.8 million
$323.6 million

American Century Growth

American Century:

Gregory J. Woodhams

7 RICs
2 PIVs
11 other accounts

$8.3 billion
$40.9 million
$1.6 billion

None

(2)

(B)

E.A. Prescott LeGard

6 RICs
2 PIVs
10 other accounts

$8.3 billion
$40.9 million
$1.6 billion

Columbia Wanger

Columbia WAM:

International Equities

P. Zachary Egan

3 RICs
7 other accounts

$6.6 billion
$3.1 million

None

(3)

(C)

Louis Mendes III

4 RICs
7 other accounts

$7.5 billion
$4.3 million

Columbia Wanger U.S.

Columbia WAM:

Equities

Robert A. Mohn

4 RICs
1 PIV
7 other accounts

$20.9 billion
$80.0 million
$932.0 million

None

(3)

(C)

Eaton Vance

Eaton Vance:

Floating-Rate Income

Scott H. Page

11 RICs
6 PIVs
2 other accounts

$14.23 billion
$6.03 billion
$1.50 billion

1 PIV ($487.6 M)

Craig P. Russ

7 RICs
I PIV
1 other account

$11.96 billion
$3.40 billion
$1.02 billion

None

(4)

(D)

Andrew Sveen

4 RICs

$2.03 billion

None


Statement of Additional Information – April 29, 2011	Page 53

Other Accounts Managed

Approximate Total

Ownership

Potential

Number and Type of

Assets

Performance-based

of Fund

Conflicts

Structure of

Fund

Portfolio Manager

Account ^(a)

(excluding the fund)

Accounts ^(b)

Shares ^(c)

of Interest

Compensation

Invesco International

Invesco:

Growth

Clas G. Olsson ^(d)

17 RICs
11 PIVs
4,924 other accounts

$9.70 billion
$3.43 billion
$2.06 billion

None

(5)

(E)

Barrett Sides ^(d)

17 RICs
5 PIVs
4,924 other accounts

$9.40 billion
$437.20 million
$2.06 billion

Shuxin Cao ^(d)

19 RICs
2 PIVs
4,924 other accounts

$12.95 billion
$279.0 million
$2.06 billion

Matthew Dennis ^(d)

16 RICs
6 PIVs
4,923 other accounts

$9.45 billion
$311.60 million
$1.90 billion

Jason Holzer ^(d)

18 RICs
11 PIVs
4,924 other accounts

$10.72 billion
$3.43 billion
$2.06 billion

J.P. Morgan Core Bond

JPMIM:

Douglas S. Swanson

9 RICs
7 PIVs
60 other accounts

$27.20 million
$8.12 million
$10.23 million

3 other accounts
($1.21 M)

None

(6)

(F)

Christopher Nauseda

3 RICs
33 other accounts

$22.05 million
$2.53 million

None

Jennison Mid Cap Growth

Jennison:

John Mullman

5 RICs
6 PIVs
18 other accounts ^(e)

$5.72 billion
$1.20 billion
$2.12 billion

1 PIV ($6.14
M) ^(g)

None

(7)

(G)

Limited Duration Credit

Tom Murphy

5 RICs
2 PIVs
17 other accounts

$11.27 billion
$652.26 million
$34.21 billion

2 RICs ($1.6 B)
1 other account
($30.87 M)

None

(8)

(H)

Tim Doubek

1 RIC
6 other account

$655.66 million
$32.60 million

1 other account
($30.87 M)

Marsico Growth

Marsico Capital:

Thomas F. Marsico

28 RICs
15 PIVs
118 other accounts ^(f)

$15.77 billion
$2.27 billion
$12.96 billion

A. Douglas Rao

24 RICs
9 PIVs
103 other accounts ^(f)

$15.73 billion
$1.33 billion
$12.43 billion

None

(9)

(I)

Coralie Witter

8 RICs
6 PIVs
103 other accounts

$10.14 billion
$522.0 million
$12.43 billion

MFS Value

MFS:

Nevin P. Chitkara
Steven R. Gorham

20 RICs
6 PIVs
32 other accounts

$38.17 billion
$2.34 billion
$9.44 billion

None

(10)

(J)

Mondrian International

Mondrian:

Small Cap

Ormala Krishnan

2 RICs
1 PIV
11 other accounts

$556.0 million
$1.85 billion
$1.47 billion

None

(11)

(k)

Morgan Stanley Global

MSIM:

Real Estate

Theodore R. Bigman

14 RICs
12 PIVs
62 other accounts

$4.89 billion
$5.61 billion
$6.15 billion

15 other accounts
($808.3 M)

Michiel te Paske

4 RICs
10 PIVs
44 other accounts

$1.97 billion
$5.52 billion
$3.69 billion

8 other accounts
($225.03 M)

None

(12)

(L)

Sven van Kemenade

4 RICs
10 PIVs
44 other accounts

$1.97 billion
$5.52 billion
$3.69 billion

8 other accounts
($225.03 M)

Angeline Ho

4 RICs
10 PIVs
41 other accounts

$1.97 billion
$6.01 billion
$3.50 billion

7 other accounts
($184.53 M)


Statement of Additional Information – April 29, 2011	Page 54

Other Accounts Managed

Approximate Total

Number of Accounts

Ownership

Potential

Number and Type of

Assets

and Aggregate

of Fund

Conflicts

Structure of

Fund

Portfolio Manager

Account ^(a)

(excluding the fund)

Assets ^(b)

Shares ^(c)

of Interest

Compensation

NFJ Dividend Value

NFJ:

Benno J. Fischer

22 RICs
4 PIVs
49 Other accounts

$22.56 billion
$174.1 million
$10.69 billion

Paul Magnuson

18 RICs
4 PIVs
45 Other accounts

$22.04 billion
$174.1 million
$10.14 billion

R. Burns McKinney

14 RICs
2 PIVs
39 Other accounts

$13.96 billion
$80.79 million
$9.36 billion

Thomas W. Oliver

17 R I Cs
2 PIVs
43 Other accounts

$14.04 billion
$80.79 million
$10.35 billion

None

(13)

(M)

Baxter Hines

7 RICs
2 PIVs
35 Other accounts

$11.21 billion
$80.79 million
$9.08 billion

Jeff Reed

12 RICs
1 PIV s
33 Other accounts

$10.10 billion
$7.01 million
$7.04 billion

Jonathon Miller

8 RICs
1 PIVs
30 Other accounts

$9.12 billion
$7.01 million
$6.68 billion

Nuveen Winslow Large

Winslow Capital:

Cap Growth

Clark J. Winslow ^(h)

9 RICs

$8.74 billion

6 other accounts
($685.99 M)

None

(19)

(S)

Justin H. Kelly ^(h)

10 PIVs

$654.56 million

R. Bart Wear ^(h)

766 other accounts

$5.72 billion

Partners Small Cap

TCW:

Growth

Husam Nazar

4 RICs
3 PIVs
19 other accounts

$994.9 million
$244.5 million
$1.6 billion

1 other account
($623.4 M)

None

(14)

(N)

R. Brendt Stallings

3 RICs
8 PIVs
18 other accounts

$215.7 million
$215.5 million
$1.95 billion

1 PIV ($60.8 M);
1 other account
($623.4 M)

TLC:

Stephen Goddard

1 RIC
119 other accounts

$54.0 million
$553.70 million

2 other accounts
($2.3 M)

None

(15)

(O)

Jonathan T. Moody

2 RICs
1,061 other accounts

$142.30 million
$707.0 million

None

J. Wade Stinnette, Jr.

507 other accounts

$176.20 million

None

J. Brian Campbell

422 other accounts

$129.10 million

None

WellsCap:

Joseph M. Eberhardy

4 RICs
1 PIV
18 other accounts

$3.84 billion
$7.60 million
$774.20 million

None

(16)

(P)

Thomas C. Ognar

4 RICs
1 PIV
18 other accounts

$3.84 billion
$7.60 million
$774.20 million

None

Bruce C. Olson

4 RICs
1 PIV
18 other accounts

$3.84 billion
$7.60 million
$774.20 million

PIMCO Mortgage-Backed

PIMCO:

Securities

Scott Simon

5 RICs
4 PIVs
37 other accounts

$15.89 million
$6.68 million
$20.10 million

9 other accounts
($3.35 M)

None

(17)

(Q)

Pyramis International

Pyramis:

Equity

Cesar Hernandez

2 RICs
3 PIVs
79 other accounts

$531.0 million
$4.31 billion
$25.12 billion

1 PIV ($4.03 B); 13
other accounts
($3.48 B)

None

(18)

(R)

Wells Fargo Short

WellsCap:

Duration Government

Thomas O’Connor

9 RICs
2 PIVs
31 other accounts

$9.4 million
$1.0 million
$9.5 million

None

(16)

(P)

Troy Ludgood

9 RICs
2 PIVs
31 other accounts

$9.4 million
$1.0 million
$9.5 million


Statement of Additional Information – April 29, 2011	Page 55


(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.

(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)		Other accounts exclude the assets and number of accounts in wrap fee programs that are managed using model portfolios.

(f)		Reflects each wrap program strategy as a single client, rather than counting each participant in the program as a separate client.

(g)		The portfolio manager only manages a portion of the accounts subject to a performance fee. The market value shown reflects the portion of the account managed by the portfolio manager.

(h)		The portfolio managers began managing the fund after its fiscal year end; reporting information is provided as of December 31, 2010.

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 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.


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		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 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.


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		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)		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 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.

(4)		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


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		responsible 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 believe 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.


(5)		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 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.


(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


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		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 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


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		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.

		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)		Columbia Management: Columbia Management 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, Columbia Management 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.

		Columbia Management has a fiduciary responsibility to all of the clients for which it manages accounts. Columbia Management 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. Columbia Management has developed


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		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 Capital: A portfolio manager may manage accounts for other clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers of Marsico make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that account. 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 by having portfolio managers focus on a particular investment discipline or complementary investment disciplines. Accounts within a particular investment discipline may often be managed by using generally similar investment strategies, subject to factors including particular account restrictions and objectives, account opening dates, cash flows, and other considerations. Even where multiple accounts are managed by the same portfolio manager within the same investment discipline, however, Marsico may take action with respect to one account that may differ from the timing or nature of action taken with respect to another account because of different client-specific objectives or restrictions or for other reasons such as different cash flows. Accordingly, the performance of each account managed by a portfolio manager will vary.

		Potential conflicts of interest 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 trade management policy and procedures, when trades are aggregated on behalf of more than one account, such transactions will be allocated to participating client accounts in a fair and equitable manner. With respect to initial public offerings and other syndicated or limited offerings, it is Marsico’s 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 in such offerings 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, including brokerage and trade allocation policies and procedures that seek to minimize potential conflicts of interest that may arise because Marsico advises multiple accounts. In addition, Marsico monitors a variety of areas, including compliance with account investment guidelines and/or restrictions and compliance with the policies and procedures of Marsico, including Marsico’s 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 affect the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.


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		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 and/or include an investment by the portfolio manager or a significant percentage of the portfolio manager’s assets.

(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.

		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.


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		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.

		Mondrian has a policy which requires that gifts and entertainment received are reported to the Chief Compliance Officer (any items in excess of £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 £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.


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		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.

(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 Subadviser 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 Subadviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Subadviser’s employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Subadviser manages accounts that engage in short sales of securities of the type in which the fund invests, the Subadviser 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 Subadviser 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: 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:


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		• 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 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.


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(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.


(16)		WellsCap: 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.


Statement of Additional Information – April 29, 2011	Page 67


(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)		Winslow Capital: A portfolio manager who makes investment decisions with respect to 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 accounts may result in the portfolio manager devoting unequal time and attention to the management of each fund and/or account;

		• If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one fund or account managed by the portfolio manager, 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 accounts managed by the portfolio manager; and

		• An apparent conflict may arise where an adviser receives higher fees from certain funds or accounts that it manages than from others, or where an adviser receives a performance-based fee from certain funds or accounts that it manages and not from others. In these cases, there may be an incentive for a portfolio manager to favor the higher and/or performance-based fee funds or accounts over other funds or accounts managed by the portfolio manager.


		To address potential conflicts of interest, Winslow Capital has adopted various policies and procedures to provide for equitable treatment of trading activity and to ensure that investment opportunities are allocated in a fair and appropriate manner. In addition, Winslow Capital has adopted a Code of Ethics that recognizes the manager’s obligation to treat all of its clients, including the Fund, fairly and equitably. These policies, procedures and the Code of Ethics are designed to restrict the portfolio manager from favoring one client over another. There is no guarantee that the policies, procedures and the Code of Ethics will be successful in every instance, however because Winslow Capital offers only one investment product: Large Cap Growth, and all accounts are managed essentially identically, Winslow Capital does not believe any material conflicts of interest exist between the investment strategy of the Fund and the investment strategy of the other accounts managed by the portfolio managers, nor in allocation of investment opportunities.

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 an investment professional’s compensation, AllianceBernstein considers the contribution to his/her team or


Statement of Additional Information – April 29, 2011	Page 68

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 Incentive Compensation Awards (“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, 2010, 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. 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.


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		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)		Columbia WAM: For services performed through December 31, 2009, and paid in February 2010, the portfolio managers received all of their compensation from the Advisor and its then parent company, Columbia Management Group, LLC. P. Zachary Egan and Louis J. Mendes each received compensation in the form of salary and incentive compensation. For the 2009 calendar year, all of a manager’s incentive compensation was paid in cash. The Columbia WAM total incentive compensation pool was based on formulas, with investment performance of individual portfolio managers plus firm-wide investment performance, as primary drivers.

		For services performed for the 2010 calendar year and generally paid in early 2011, the portfolio managers will receive all of their compensation in the form of salary and incentive compensation provided in whole by Ameriprise Financial. Typically, a high proportion of a portfolio manager’s incentive compensation will be 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 Ameriprise Financial restricted stock and/or options. Both plans vest over three years from the date of issuance. Also, as part of the overall incentive for 2010, the portfolio managers receive additional compensation — a substantial portion of which will be deferred or paid in shares of funds managed by Columbia WAM — based on performance and continued employment through December 15, 2010.

		Portfolio managers are positioned in compensation tiers based on cumulative performance of the portfolios/stocks that they manage. Portfolio manager performance is measured versus primary portfolio benchmarks. One- and three-year performance periods primarily drive incentive levels. Incentive compensation varies by tier and can range from between a fraction of base pay to a multiple of base pay, the objective being to provide very competitive total compensation for high performing portfolio managers. Incentives are adjusted up or down up to 15% based on qualitative performance factors, which include investment performance impacts not included in benchmarks such as industry (or country) weighting recommendations, plus adherence to compliance standards, business building, and citizenship.

		In addition, the incentive amounts available for the entire pool for 2011 and 2012 will be adjusted up or down based upon the increase/decrease in Columbia WAM revenues versus an agreed upon base revenue amount. Investment performance, however, impacts incentives far more than revenues. Columbia WAM determines incentive compensation, subject to review by Ameriprise Financial.

(D)		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 Eaton Vance’s 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.

		Eaton Vance compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to relative 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 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


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		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) includes consideration of the scope of such responsibilities and the portfolio managers’ performance in meeting them.

		Eaton Vance seeks to compensate portfolio managers 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 Eaton Vance’s 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.


(E)		Invesco: Invesco seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber 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 ⁽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.


		High investment performance (against applicable peer group and/or benchmarks) 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.


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(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 relative to market conditions, pre-determined passive indices, such as the Russell Midcap ^® 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;

		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)		Columbia Management: 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 Columbia Management 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


Statement of Additional Information – April 29, 2011	Page 72


		manager’s bonus paid from this portion of the bonus pool based on his/her performance as an employee. Columbia Management 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 Columbia Management 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, Columbia Management portfolio managers may also be eligible for other benefits or perquisites that are available to all Columbia Management employees at the same job level.

(I)		Marsico Capital: The compensation package for portfolio managers of Marsico is structured as a combination of base salary (reevaluated at least annually), and periodic cash bonuses. Base salaries may be adjusted upward or downward depending on Marsico’s profitability. Bonuses are typically based on two other primary factors: (1) Marsico’s overall profitability for the period, and (2) individual achievement and contribution. Exceptional individual efforts are typically rewarded through salary readjustments and through larger bonuses. No other special employee incentive arrangements are currently in place or being planned.

		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. In addition to salary and bonus, Marsico’s portfolio managers may participate in other benefits such as health insurance and retirement plans on the same basis as other Marsico employees. Marsico’s portfolio managers also may be offered the opportunity to acquire equity interests in the firm’s parent company. Equity interests are subject to the financial risks of Marsico’s business generally.

		As a general matter, Marsico does not tie portfolio manager compensation to specific levels of performance relative to fixed benchmarks (e.g., S&P 500 Index). Although performance is 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 performance or abilities. To encourage a long-term horizon for managing client assets and concurrently minimizing potential conflicts of interest and portfolios risks, Marsico evaluates a portfolio manager’s performance over periods longer than the immediate compensation period, and may consider a variety of measures in determining compensation, such as the performance of unaffiliated mutual funds or other portfolios having similar strategies as well as other measurements. Other factors that may be significant in determining portfolio manager compensation include, without limitation, the effectiveness of the manager’s leadership within Marsico’s investment management team, contributions to Marsico’s overall performance, discrete securities analysis, idea generation, the ability and willingness to support and train other analysts, and other considerations.

(J)		MFS: Portfolio manager compensation is reviewed annually. As of Dec. 31, 2010, 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.

		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, 2010, the following benchmark was used to measure performance for the Fund:

		Portfolio Manager Benchmarks
		• Russell 1000 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).


Statement of Additional Information – April 29, 2011	Page 73


		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 also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. 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.

		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 manager.

		Base salary compensation. Generally, portfolio managers receive base salary compensation based on the level of their position with the Investment Adviser.

		Discretionary compensation. In addition to base compensation, portfolio managers may receive discretionary compensation.

		Discretionary compensation can include:

		• Cash Bonus.


Statement of Additional Information – April 29, 2011	Page 74


		• 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 or its 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 or its affiliates. For 2009 awards, this provision was further strengthened to allow Morgan Stanley to clawback compensation in certain situations such as a material restatement of Morgan Stanley’s financial statement or losses on certain trading positions, 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, which may include funds advised by the Investment Adviser or its affiliates.

		Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. These factors include but are not limited to performance (team, product, Morgan Stanley Investment Management and individual), revenues generated by the fund/accounts managed by the portfolio manager, assets managed by the portfolio manager, market compensation survey research by independent third parties and other qualitative factors, such as contributions to client objectives.

(M)		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 NFJ 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.

(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, Société Générale (“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.


Statement of Additional Information – April 29, 2011	Page 75


		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.

		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 Société Générale. 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 Société Générale’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


Statement of Additional Information – April 29, 2011	Page 76


		(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 Société Générale, 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)		WellsCap: 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.


(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;


Statement of Additional Information – April 29, 2011	Page 77


		• 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 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, 2010, 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 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


Statement of Additional Information – April 29, 2011	Page 78


		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)		Winslow Capital: In an effort to retain key personnel, Winslow Capital has structured compensation plans for portfolio managers and other key personnel that it believes are competitive with other investment management firms. The compensation plan is determined by the Winslow Capital Operating Committee and is designed to align manager compensation with investors’ goals by rewarding portfolio managers who meet the long-term objective of consistent, superior investment results, measured by the performance of the product. Effective December 26, 2008, upon the acquisition of Winslow Capital by Nuveen Investments, Inc., the portfolio managers have long-term employment agreements with multi-year non-competition/non-solicitation clauses.

		The Operating Committee establishes salaries at competitive levels, verified through industry surveys, to attract and maintain the best professional and administrative personnel. Portfolio manager compensation packages are independent of advisory fees collected on any given client account under management. In addition, an incentive bonus is paid annually to the employees based upon each individual’s performance, client results and the profitability of the firm.

ADMINISTRATIVE SERVICES

Each fund has an Administrative Services Agreement with Columbia Management. Under this agreement, Columbia Management 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 13. Administrative Services Agreement Fee Schedule

Asset Levels and Breakpoints in Applicable Fees

$0 –

$500,000,001 –

$1,000,000,001 –

$3,000,000,001 –

Fund

$500,000,000

1,000,000,000

3,000,000,000

12,000,000,000

$12,000,000,001 +

AllianceBernstein International Value

0.080%

0.075%

0.070%

0.060%

0.050%

Columbia Management International Equities

Invesco International Growth

Mondrian International Small Cap

Morgan Stanley Global Real Estate

Partners Small Cap Growth

Pyramis International Equity

Columbia Wanger U.S. Equities

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 Credit

PIMCO Mortgage-Backed Securities

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

Nuveen Winslow Large Cap Growth

Prior to Jan. 1, 2011, the Funds’ Administrative Services Agreement was with Ameriprise Financial. The fee is calculated for each calendar day on the basis of net assets as of the close of the preceding day. Fees paid since inception are shown in the table below. The table also shows the daily rate applied to each fund’s net assets as of the last day of the most recent fiscal period.


Statement of Additional Information – April 29, 2011	Page 79

Table 14. Administrative Fees


	Administrative services
	fees paid in:		Daily rate
			applied to
Fund	2010 ^(a)		fund assets
AllianceBernstein International Value	$	530,913		0.076	%

American Century Diversified Bond		689,809		0.064

American Century Growth		526,427		0.054

Columbia Wanger International Equities		223,194		0.080

Columbia Wanger U.S. Equities		272,631		0.079

Eaton Vance Floating-Rate Income		298,661		0.068

Invesco International Growth		682,500		0.075

J.P. Morgan Core Bond		632,435		0.064

Jennison Mid Cap Growth		265,552		0.058

Limited Duration Credit		794,155		0.063

Marsico Growth		476,901		0.055

MFS Value		447,314		0.055

Mondrian International Small Cap		131,221		0.080

Morgan Stanley Global Real Estate		165,678		0.080

NFJ Dividend Value		451,275		0.055

Nuveen Winslow Large Cap Growth		369,236		0.056

Partners Small Cap Growth		189,415		0.080

PIMCO Mortgage-Backed Securities		407,796		0.067

Pyramis International Equity		437,802		0.077

Wells Fargo Short Duration Government		570,017		0.065


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.

TRANSFER AGENCY SERVICES

Each fund has a Transfer Agency and Servicing Agreement with Columbia Management Investment Services Corp. (the “transfer agent”) (formerly known as RiverSource Service Corporation) located at 225 Franklin Street, Boston, MA 02110. This agreement governs the transfer agent’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, the transfer agent 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 the transfer agent may be changed by the Board without shareholder approval.

DISTRIBUTION SERVICES

Columbia Management Investment Distributors, Inc. (the “distributor”) (formerly known as RiverSource Fund Distributors, Inc.) 225 Franklin Street, Boston, MA 02110, an indirect wholly-owned subsidiary of Columbia Management, is the funds’ principal underwriter and distributor. 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. The Plan is a reimbursement plan whereby the fund pays the distributor 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.


Statement of Additional Information – April 29, 2011	Page 80

shareholders. The distributor may retain these fees otherwise payable to selling and/or servicing agents if the amounts due are below an amount determined by the distributor in its discretion.

Over time, these distribution and/or shareholder service fees will reduce the return on your investment and may cost you more than paying other types of sales charges. The fund will pay these fees to the distributor and/or to eligible selling and/or servicing agents for as long as the distribution and/or shareholder servicing plans continue in effect. The fund may reduce or discontinue payments at any time. Your selling and/or servicing agent may also charge you other additional fees for providing services to your account, which may be different from those described here.

For its most recent fiscal period, each fund paid 12b-1 fees as shown in the following table:

Table 15. 12b-1 Fees


	Fees paid during
Fund	last fiscal year
AllianceBernstein International Value	$	303

American Century Diversified Bond		407

American Century Growth		83

Columbia Wanger International Equities		596

Columbia Wanger U.S. Equities		319

Eaton Vance Floating-Rate Income		864

Invesco International Growth		177

J.P. Morgan Core Bond		609

Jennison Mid Cap Growth		170

Limited Duration Credit		847

Marsico Growth		160

MFS Value		196

Mondrian International Small Cap		9

Morgan Stanley Global Real Estate		345

NFJ Dividend Value		89

Nuveen Winslow Large Cap Growth		26

Partners Small Cap Growth		63

PIMCO Mortgage-Backed Securities		291

Pyramis International Equity		27

Wells Fargo Short Duration Government		272


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.

CUSTODIAN SERVICES

BOARD SERVICES CORPORATION

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.


Statement of Additional Information – April 29, 2011	Page 81

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.

SHARES

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

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.

Table 16. Fund History Table

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Funds Series Trust II ^(14),
(15)

1/27/06

Business Trust

4/30

Columbia 120/20 Contrarian Equity Fund

10/18/07

4/30

Yes

Columbia Absolute Return Currency and Income Fund

6/15/06

10/31

Yes

Columbia AMT-Free Tax-Exempt Bond Fund ⁽¹⁹⁾

11/24/76

11/30

Yes


Statement of Additional Information – April 29, 2011	Page 82

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Asia Pacific ex-Japan Fund ⁽¹⁹⁾

7/15/09

10/31

Yes

Columbia Diversified Bond Fund ⁽³⁾

10/3/74

8/31

Yes

Columbia Diversified Equity Income Fund

10/15/90

9/30

Yes

Columbia Dividend Opportunity Fund ⁽⁸⁾

8/1/88

6/30

Yes

Columbia Emerging Markets Bond Fund

2/16/06

10/31

Columbia Emerging Markets Opportunity Fund ^{(5),(11),(19)}

11/13/96

10/31

Yes

Columbia Equity Value Fund

5/14/84

3/31

Yes

Columbia European Equity Fund ^(5),(11)

6/26/00

10/31

Yes

Columbia Floating Rate Fund

2/16/06

7/31

Yes

Columbia Frontier Fund

12/10/84

10/31

Yes

Columbia Global Bond Fund

3/20/89

10/31

Columbia Global Equity Fund ^(5),(6),(11)

5/29/90

10/31

Yes

Columbia Global Extended Alpha Fund

8/1/08

10/31

Yes

Columbia Government Money Market Fund ⁽¹⁷⁾

1/31/77

12/31

Yes

Columbia High Yield Bond Fund ⁽³⁾

12/8/83

5/31

Yes

Columbia Income Builder Fund ⁽¹⁹⁾

2/16/06

1/31 ⁽⁷⁾

Yes

Columbia Income Opportunities Fund

6/19/03

7/31

Yes

Columbia Inflation Protected Securities Fund

3/4/04

7/31

Columbia Large Core Quantitative Fund ^(4),(19)

4/24/03

7/31

Yes

Columbia Large Growth Quantitative Fund ⁽¹⁹⁾

5/17/07

9/30

Yes

Columbia Large Value Quantitative Fund ⁽¹⁹⁾

8/1/08

9/30

Yes

Columbia Limited Duration Credit Fund ⁽¹⁹⁾

6/19/03

7/31

Yes

Columbia Marsico Flexible Capital Fund

9/28/10

8//31

Columbia Mid Cap Growth Opportunity Fund ^(4),(19)

6/4/57

11/30

Yes

Columbia Mid Cap Value Opportunity Fund ⁽¹⁹⁾

2/14/02

9/30

Yes

Columbia Minnesota Tax-Exempt Fund

8/18/86

8/31 ⁽¹⁰⁾

Columbia Money Market Fund ⁽¹⁹⁾

10/6/75

7/31

Yes

Columbia Multi-Advisor International Value Fund ^(11),(19)

9/28/01

10/31

Yes

Columbia Multi-Advisor Small Cap Value Fund ^(11),(19)

6/18/01

5/31

Yes

Columbia Portfolio Builder Aggressive Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Conservative Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Aggressive Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Conservative Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Fund

3/4/04

1/31

Yes

Columbia Recovery and Infrastructure Fund

2/19/09

4/30

Columbia Retirement Plus 2010 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2015 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2020 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2025 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2030 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2035 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2040 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2045 Fund

5/18/06

4/30

Yes

Columbia Select Large-Cap Value Fund ⁽¹⁹⁾

4/25/97

12/31

Yes

Columbia Select Smaller-Cap Value Fund ⁽¹⁹⁾

4/25/97

12/31

Yes

Columbia Seligman Communications and Information Fund ⁽¹⁹⁾

6/23/83

12/31

Yes

Columbia Seligman Global Technology Fund ⁽¹⁹⁾

5/23/94

10/31

Yes


Statement of Additional Information – April 29, 2011	Page 83

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Short-Term Cash Fund

9/26/06

7/31

Yes

Columbia Strategic Allocation Fund ⁽⁴⁾

1/23/85

9/30

Yes

Columbia U.S. Government Mortgage Fund

2/14/02

5/31

Yes

Columbia Funds Variable Series Trust II ⁽¹²⁾

9/11/07

Business Trust

12/31

Columbia Variable Portfolio – Balanced Fund ⁽⁴⁾

4/30/86

Yes

Columbia Variable Portfolio – Cash Management Fund

10/31/81

Yes

Columbia Variable Portfolio – Core Equity Fund

9/10/04

Yes

Columbia Variable Portfolio – Diversified Bond Fund ⁽³⁾

10/13/81

Yes

Columbia Variable Portfolio – Diversified Equity Income Fund

9/15/99

Yes

Columbia Variable Portfolio – Dynamic Equity Fund ^(5),(16)

10/13/81

Yes

Columbia Variable Portfolio – Emerging Markets Opportunity Fund ^{(4),(5),(11),(20)}

5/1/00

Yes

Columbia Variable Portfolio – Global Bond Fund

5/1/96

Columbia Variable Portfolio – Global Inflation Protected Securities Fund ⁽¹³⁾

9/13/04

Columbia Variable Portfolio – High Yield Bond Fund ⁽³⁾

5/1/96

Yes

Columbia Variable Portfolio – Income Opportunities Fund

6/1/04

Yes

Columbia Variable Portfolio – International Opportunity Fund ^(4),(5),(11)

1/13/92

Yes

Columbia Variable Portfolio – Large Cap Growth Fund ^(16),
(20)

9/15/99

Yes

Columbia Variable Portfolio – Limited Duration Credit Fund ⁽²⁰⁾

5/7/10

Yes

Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund ^(4),(20)

5/1/01

Yes

Columbia Variable Portfolio – Mid Cap Value Opportunity Fund ⁽²⁰⁾

5/2/05

Yes

Columbia Variable Portfolio – S&P 500 Index Fund

5/1/00

Yes

Columbia Variable Portfolio – Seligman Global Technology Fund ⁽²⁰⁾

5/1/96

Yes

Columbia Variable Portfolio – Short Duration U.S. Government Fund ⁽³⁾

9/15/99

Yes

Columbia Variable Portfolio – Select Large-Cap Value Fund ^(16),(20)

02/4/04

Yes

Columbia Variable Portfolio – Select Smaller-Cap Value Fund ^(16),(20)

9/15/99

Yes

Variable Portfolio – Aggressive Portfolio

5/7/10

Yes

Variable Portfolio – AllianceBernstein International Value Fund

5/7/10

Yes

Variable Portfolio – American Century Diversified Bond Fund

5/7/10

Yes

Variable Portfolio – American Century Growth Fund

5/7/10

Yes

Variable Portfolio – Columbia Wanger International Equities Fund

5/7/10

Yes

Variable Portfolio – Columbia Wanger U.S. Equities Fund

5/7/10

Yes

Variable Portfolio – Conservative Portfolio

5/7/10

Yes

Variable Portfolio – Davis New York Venture Fund ^(11),
(18)

5/1/06

Yes

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

5/7/10

Yes

Variable Portfolio – Goldman Sachs Mid Cap Value Fund ^(11),
(18)

2/4/04

Yes

Variable Portfolio – Invesco International Growth Fund

5/7/10

Yes

Variable Portfolio – J.P. Morgan Core Bond Fund

5/7/10

Yes

Variable Portfolio – Jennison Mid Cap Growth Fund

5/7/10

Yes

Variable Portfolio – Marsico Growth Fund

5/7/10

Yes

Variable Portfolio – MFS Value Fund

5/7/10

Yes

Variable Portfolio – Moderate Portfolio

5/7/10

Yes

Variable Portfolio – Moderately Aggressive Portfolio

5/7/10

Yes

Variable Portfolio – Moderately Conservative Portfolio

5/7/10

Yes


Statement of Additional Information – April 29, 2011	Page 84

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Variable Portfolio – Mondrian International Small Cap Fund

5/7/10

Yes

Variable Portfolio – Morgan Stanley Global Real Estate Fund

5/7/10

Variable Portfolio – NFJ Dividend Value Fund

5/7/10

Yes

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund

5/7/10

Yes

Variable Portfolio – Partners Small Cap Growth Fund

5/7/10

Yes

Variable Portfolio – Partners Small Cap Value Fund ^(11),(18)

8/14/01

Yes

Variable Portfolio – PIMCO Mortgage-Backed Securities Fund

5/7/10

Yes

Variable Portfolio – Pyramis International Equity Fund

5/7/10

Yes

Variable Portfolio – Wells Fargo Short Duration Government Fund

5/7/10

Yes

RiverSource California Tax-Exempt Trust

4/7/86

Business Trust

8/31 ⁽¹⁰⁾

RiverSource California Tax-Exempt Fund

8/18/86

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 Global Series, Inc.

10/28/88

Corporation

10/31

Threadneedle Global Equity Income Fund

8/1/08

Yes

RiverSource Government Income Series, Inc.

3/12/85

Corporation

5/31

RiverSource Short Duration U.S. Government Fund ⁽³⁾

8/19/85

Yes

RiverSource International Managers Series, Inc. ⁽²⁾

5/9/01

Corporation

10/31

RiverSource Partners International Select Growth Fund ⁽¹¹⁾

9/28/01

10/31

Yes

RiverSource Partners International Small Cap Fund ⁽¹¹⁾

10/3/02

10/31

Yes

RiverSource Market Advantage Series, Inc.

8/25/89

Corporation

1/31

Columbia 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 Selected Series, Inc.

10/5/84

Corporation

3/31

RiverSource Precious Metals and Mining Fund ⁽⁹⁾

4/22/85

3/31

RiverSource Special Tax-Exempt Series Trust

4/7/86

Business Trust

8/31 ⁽¹⁰⁾

RiverSource New York Tax-Exempt Fund

8/18/86

RiverSource Strategic Allocation Series, Inc. ⁽²⁾

10/9/84

Corporation

9/30

RiverSource Strategic Income Allocation Fund

5/17/07

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

Seligman Municipal Fund Series, Inc.

8/8/83

Corporation

9/30

Seligman National Municipal Class

12/31/83

Yes

Seligman New York Municipal Class

1/3/84

Seligman Municipal Series Trust

7/25/84

Business Trust

9/30

Seligman California Municipal High-Yield Series

11/20/84

Seligman California Municipal Quality Series

11/20/84


*		Effective Oct. 1, 2005 American Express Funds changed its name to RiverSource funds and the names Threadneedle and Partners were removed from fund names. Effective Sept. 27, 2010 and April 29, 2010, several of the funds were renamed from RiverSource, Seligman and Threadneedle to Columbia.

**		Unless otherwise noted, each fund within the registrant has the same fiscal year end as that noted for the registrant.

***		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


Statement of Additional Information – April 29, 2011	Page 85


		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, and Quantitative Large Cap Equity Fund changed its name to Disciplined Equity 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 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. RiverSource Variable Series Trust changed its name to Columbia Funds Variable Series Trust II effective April 25, 2011.
(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 March 7, 2011, Columbia Funds Series Trust II was known as RiverSource Series Trust. Prior to September 11, 2007, RiverSource Series Trust was known as RiverSource Retirement Series Trust.
(15)		Prior to March 7, 2011, the certain of the funds were organized as series under various Minnesota and Maryland corporations.
(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.
(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.
(19)		Effective Sept. 27, 2010, RiverSource Limited Duration Bond Fund changed its name to Columbia Limited Duration Credit Fund; RiverSource Mid Cap Growth Fund changed its name to Columbia Mid Cap Growth Opportunity Fund; Threadneedle Emerging Markets Fund changed its name to Columbia Emerging Markets Opportunity Fund; RiverSource Income Builder Basic Income Fund changed its name to Columbia Income Builder Fund; RiverSource Partners International Select Value Fund changed its name to Columbia Multi-Advisor International Value Fund; Threadneedle Asia Pacific Fund changed its name to Columbia Asia Pacific ex-Japan Fund; RiverSource Disciplined Large Cap Growth Fund changed its name to Columbia Large Growth Quantitative Fund; RiverSource Disciplined Large Cap Value Fund changed its name to Columbia Large Value Quantitative Fund; RiverSource Mid Cap Value Fund changed its name to Columbia Mid Cap Value Opportunity Fund; RiverSource Disciplined Equity Fund changed its name to Columbia Large Core Quantitative Fund; RiverSource Partners Small Cap Value Fund changed its name to Columbia Multi-Advisor Small Cap Value Fund; RiverSource Cash Management Fund changed its name to Columbia Money Market Fund; RiverSource Tax-Exempt Bond Fund changed its name to Columbia AMT-Free Tax-Exempt Bond Fund; Seligman Communications and Information Fund, Inc. changed its name to Columbia Seligman Communications and Information Fund, Inc.; Seligman Global Technology Fund changed its name to Columbia Seligman Global Technology Fund; Seligman Large-Cap Value Fund changed its name to Columbia Select Large-Cap Value Fund; and Seligman Smaller-Cap Value Fund changed its name to Columbia Select Smaller-Cap Value Fund.


(20)		Effective May 2, 2011, Seligman Variable Portfolio – Growth Fund changed its name to Columbia Variable Portfolio – Large Cap Growth Fund; Seligman Variable Portfolio – Smaller Cap Value Fund changed its name to Columbia Variable Portfolio – Select Smaller-Cap Value Fund; Threadneedle Variable Portfolio – Emerging Markets Fund changed its name to Columbia Variable Portfolio – Emerging Markets Opportunity Fund; RiverSource Variable Portfolio – Mid Cap Growth Fund changed its name to Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund; Seligman Variable Portfolio – Larger Cap Value Fund changed its name to Columbia Variable Portfolio – Select Large-Cap Value Fund; RiverSource Variable Portfolio – Limited Duration Bond Fund changed its name to Columbia Variable Portfolio – Limited Duration Credit Fund; RiverSource Variable Portfolio – Mid Cap Value Fund changed its name to Columbia Variable Portfolio – Mid Cap Value Opportunity Fund; and Seligman Global Technology Portfolio changed its name to Columbia Variable Portfolio – Seligman Global Technology Fund.


Statement of Additional Information – April 29, 2011	Page 86

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. Each Board member oversees 125 Columbia, RiverSource Seligman and Threadneedle funds. Under current Board policy, members may serve until the next Board meeting after he or she reaches the mandatory retirement age established by the Board, or the fifteenth anniversary of the first Board meeting they attended as a member of the Board.

Table 17. 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 901 S. Marquette Ave. Minneapolis, MN 55402 Age 56

Board member since 1/11/06

Chief Justice, Minnesota Supreme Court, 1998-2006; Attorney

None

Audit, Board Governance, Compliance, Investment Review

Pamela G. Carlton 901 S. Marquette Ave. Minneapolis, MN 55402 Age 56

Board member since 7/11/07

President, Springboard-Partners in Cross Cultural Leadership (consulting company)

None

Audit, Investment Review

Patricia M. Flynn 901 S. Marquette Ave. Minneapolis, MN 55402 Age 60

Board member since 11/1/04

Trustee Professor of Economics and Management, Bentley University; former Dean, McCallum Graduate School of Business, Bentley University

None

Board Governance, Contracts, Investment Review

Stephen R. Lewis, Jr. 901 S. Marquette Ave. Minneapolis, MN 55402 Age 72

Chair of the Board since 1/1/07, Board member since 1/1/02

President Emeritus and Professor of Economics, Carleton College

Valmont Industries, Inc. (manufactures irrigation systems)

Board Governance, Compliance, Contracts, Executive, Investment Review

John F. Maher 901 S. Marquette Ave. Minneapolis, MN 55402 Age 68

Board member since 12/10/08

Retired President and Chief Executive Officer and former Director, Great Western Financial Corporation (financial services), 1986-1997

None

Audit, Investment Review

Catherine James Paglia 901 S. Marquette Ave. Minneapolis, MN 55402 Age 58

Board member since 11/1/04

Director, Enterprise Asset Management, Inc. (private real estate and asset management company)

None

Board Governance, Compliance, Contracts, Executive, Investment Review

Leroy C. Richie 901 S. Marquette Ave. Minneapolis, MN 55402 Age 69

Board member since 11/11/08

Counsel, Lewis & Munday, P.C. since 2004; former Vice President and General Counsel, Automotive Legal Affairs, Chrysler Corporation

Digital Ally, Inc. (digital imaging); Infinity, Inc. (oil and gas exploration and production); OGE Energy Corp. (energy and energy services)

Contracts, Investment Review

Alison Taunton-Rigby 901 S. Marquette Ave. Minneapolis, MN 55402 Age 67

Board member since 11/13/02

Chief Executive Officer and Director, RiboNovix, Inc. since 2003 (biotechnology); former President, Aquila Biopharmaceuticals

Idera Pharmaceuticals, Inc. (biotechnology); Healthways, Inc. (health management programs)

Contracts, Executive, Investment Review


Statement of Additional Information – April 29, 2011	Page 87

Board Member Affiliated with Investment Manager*

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
53600 Ameriprise Financial Center
Minneapolis, MN 55474
Age 50

Board member since 11/7/01, Senior Vice President since 2002

Chairman of the Board, Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) since May 2010 (previously President, Chairman of the Board and Chief Investment Officer, 2001-April 2010); Chief Executive Officer, U.S. Asset Management & President, Annuities, Ameriprise Financial, Inc. since May 2010 (previously President – U.S. Asset Management and Chief Investment Officer, 2005-April 2010 and Senior Vice President – Chief Investment Officer, 2001-2005); Director, President and Chief Executive Officer, Ameriprise Certificate Company since 2006; Director, Columbia Management Investment Distributors, Inc. (formerly RiverSource Fund Distributors, Inc.) since May 2010 (previously Chairman of the Board and Chief Executive Officer, 2008-April 2010; Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006

None


*		Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of the investment manager or Ameriprise Financial.

Table 18. Fund Officers


	Position held
	with funds and	Principal occupation
Name, address, age	length of service	during past five years
J. Kevin Connaughton 225 Franklin Street Boston, MA 02110 Age 46	President and Principle Executive Officer since 5/1/10	Senior Vice President and General Manager – Mutual Fund Products, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Columbia Management Advisors, LLC, December 2004 – April 2010; Senior Vice President and Chief Financial Officer, Columbia Funds, June 2008 – January 2009; Treasurer, Columbia Funds, October 2003 – May 2008; Treasurer, the Liberty Funds, Stein Roe Funds and Liberty All-Star Funds, December 2000 – December 2006; Senior Vice President – Columbia Management Advisors, LLC, April 2003 – December 2004; President, Columbia Legacy Funds, Liberty Funds and Stein Roe Funds, February 2004 – October 2004


Amy K. Johnson 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 45	Vice President since 12/5/06	Senior Vice President and Chief Operating Officer, Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) since May 2010 (previously Chief Administrative Officer, 2009 – April 2010 and Vice President – Asset Management and Trust Company Services, 2006 – 2009 and Vice President – Operations and Compliance, 2004-2006); Director of Product Development – Mutual Funds, Ameriprise Financial, Inc., 2001-2004


Statement of Additional Information – April 29, 2011	Page 88


	Position held
	with funds and	Principal occupation
Name, address, age	length of service	during past five years
Michael G. Clarke 225 Franklin Street Boston, MA 02110 Age 41	Treasurer and Chief Financial Officer since 1/12/11	Vice President, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Fund Administration, Columbia Management Advisors, LLC, from September 2004 to April 2010; senior officer of Columbia Funds and affiliated funds since 2002


Scott R. Plummer 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 51	Senior Vice President since 4/14/11 and Chief Legal Officer since 12/5/06	Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) since June 2005; Vice President and Lead Chief Counsel – Asset Management, Ameriprise Financial, Inc. since May 2010 (previously Vice President and Chief Counsel – Asset Management, 2005-April 2010 and Vice President – Asset Management Compliance, 2004-2005); Vice President, Chief Counsel and Assistant Secretary, Columbia Management Investment Distributors, Inc. (formerly RiverSource Fund Distributors, Inc.) since 2008; Vice President, General Counsel and Secretary, Ameriprise Certificate Company since 2005; Chief Counsel, RiverSource Distributors, Inc. since 2006; Secretary of Legacy RiverSource Funds December 2006 to April 2011


Mike Jones 225 Franklin Street Boston, MA 02110 Age 52	Senior Vice President since 5/1/10	Director and President, Columbia Management Investment Advisers, LLC since May 2010; President and Director, Columbia Management Investment Distributors, Inc. since May 2010; Manager, Chairman, Chief Executive Officer and President, Columbia Management Advisors, LLC, 2007 – April 2010; Chief Executive Officer, President and Director, Columbia Management Distributors, Inc., 2006 – April 2010; former Co-President and Senior Managing Director, Robeco Investment Management


Colin Moore 225 Franklin Street Boston, MA 02110 Age 52	Senior Vice President since 5/1/10	Director and Chief Investment Officer, Columbia Management Investment Advisers, LLC since May 2010; Manager, Managing Director and Chief Investment Officer, Columbia Management Advisors, LLC, 2007 – April 2010; Head of Equities, Columbia Management Advisors, LLC, 2002-Sept. 2007


Linda J. Wondrack 225 Franklin Street Boston, MA 02110 Age 46	Senior Vice President since 4/14/11 and Chief Compliance Officer since 5/1/10	Vice President and Chief Compliance Officer, Columbia Management Investment Advisers, LLC since May 2010; Director (Columbia Management Group, LLC and Investment Product Group Compliance), Bank of America, June 2005 – April 2010; Director of Corporate Compliance and Conflicts Officer, MFS Investment Management (investment management), August 2004 - May 2005


Stephen T. Welsh 225 Franklin Street Boston, MA 02110 Age 53	Vice President since 4/14/11	President and Director, Columbia Management Investment Services Corp. since May 2010; President and Director, Columbia Management Services, Inc. from July 2004 to April 2010; Managing Director, Columbia Management Distributors, Inc. from August 2007 to April 2010


Christopher O. Petersen 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 41	Vice President and Secretary since 4/14/11	Vice President and Chief Counsel, Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel or Counsel from April 2004 to January 2010); Assistant Secretary of Legacy RiverSource Funds since January 2007


Paul D. Pearson 10468 Ameriprise Financial Center Minneapolis, MN 55474 Age 54	Vice President since 4/14/11 and Assistant Treasurer since 1/4/99	Vice President – Investment Accounting, Columbia Management Investment Advisers, LLC, since May 2010; Vice President – Managed Assets, Investment Accounting, Ameriprise Financial Corporation, Feb. 1998 to May 2010


Statement of Additional Information – April 29, 2011	Page 89


	Position held
	with funds and	Principal occupation
Name, address, age	length of service	during past five years
Joseph F. DiMaria 225 Franklin Street Boston, MA 02110 Age 42	Vice President and Chief Accounting Officer since 4/14/11	Vice President, Mutual Fund Administration, Columbia Management Investment Advisers, LLC, since May 2010; Director of Fund Administration, Columbia Management Advisors, LLC from January 2006 to April 2010; Head of Tax/Compliance and Assistant Treasurer, Columbia Management Advisors, LLC, from November 2004 to December 2005


Paul B. Goucher 100 Park Avenue New York, NY 10017 Age 42	Vice President since 4/14/11 and Assistant Secretary since 11/11/08	Vice President and Chief Counsel of Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel from November 2008 to January 2010); Director, Managing Director and General Counsel of J. & W. Seligman & Co. Incorporated (Seligman) from July 2008 to November 2008 and Managing Director and Associate General Counsel of Seligman from January 2005 to July 2008


Michael E. DeFao 225 Franklin Street Boston, MA 02110 Age 42	Vice President since 4/14/11 and Assistant Secretary since 5/1/10	Vice President and Chief Counsel, Ameriprise Financial since May 2010; Associate General Counsel Bank of America from June 2005 to April 2010

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.

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.


Statement of Additional Information – April 29, 2011	Page 90

nominated by members of a candidate’s family, including such candidate’s spouse, children, parents, uncles, aunts, grandparents, nieces and nephews.

PROFESSIONAL BACKGROUND

Audit

For Profit;

Non-Profit;

Committee;

CIO/CFO;

Government;

Legal;

Financial

Name

Geographic

CEO/COO

CEO

Investment

Regulatory

Political

Academic

Expert

Blatz

Carlton

Flynn

Lewis

Maher

Paglia

Richie

Taunton-Rigby

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. The committee held 5 meetings during the last fiscal year.

Executive Committee — Acts for the Board between meetings of the Board. The committee did not hold any meetings during the last fiscal year.

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. The committee held 5 meetings during the last fiscal year.


Statement of Additional Information – April 29, 2011	Page 91

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. The committee held 8 meetings during the last fiscal year.

Board Member Holdings

Table 19. Board Member Holdings — All Funds

Based on net asset values as of Dec. 31, 2010:


	Aggregate dollar range
	of equity securities of all
	Funds overseen by
Board Member	Board Member
Kathleen Blatz	Over $	100,000

Pamela G. Carlton	Over $	100,000*


Patricia M. Flynn	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.


Statement of Additional Information – April 29, 2011	Page 92

COMPENSATION OF BOARD MEMBERS

Total compensation. The following table shows the total compensation paid to independent Board members from all the funds in the Fund Family in the fiscal year ended Dec. 31, 2010.

Table 20. Board Member Compensation — All Funds


	Total Cash Compensation from
Board Member ^(a)	Fund Family paid to Board Member
Kathleen Blatz	$	201,227

Arne H. Carlson ^(c)		226,354

Pamela G. Carlton		196,227

Patricia M. Flynn		210,475	^(b)

Anne P. Jones ^(d)		203,727

Jeffrey Laikind ^(e)		189,890	^(b)

Stephen R. Lewis, Jr.		400,503	^(b)

John F. Maher		210,000	^(b)

Catherine James Paglia		203,727

Leroy C. Richie		198,727

Alison Taunton-Rigby		198,727


(a)		Board member compensation is paid by the funds and is comprised of a combination of a base fee and meeting fees, with the exception of the Chair of the Board, who receives a base annual compensation. Payment of compensation is administered by a company providing limited administrative services to the funds and to the Board. Compensation noted in the table does not include amounts paid by Ameriprise Financial to Board members for attendance at Board and committee meetings relating to Ameriprise Financial’s acquisition of the long-term asset management business of Columbia Management Group, LLC, including certain of its affiliates. The Chair of the Board did not receive any such compensation from Ameriprise Financial.


(b)		Ms. Flynn, Mr. Laikind, Mr. Lewis and Mr. Maher elected to defer a portion of the total cash compensation payable during the period in the amount of $110,000, $145,938, $86,000 and $210,000, respectively. Amount deferred by fund is set forth in Table 21. Additional information regarding the deferred compensation plan is described below.


(c)		Mr. Carlson ceased serving as a member of the Board effective Dec. 31, 2010.


(d)		Ms. Jones ceased serving as a member of the Board effective April 14, 2011.


(e)		Mr. Laikind ceased serving as a member of the Board effective Nov. 11, 2010.

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 2011, the Board’s Chair will receive total annual cash compensation of $435,000.

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 Columbia, RiverSource, Seligman or Threadneedle funds in the fund family 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 Revenue Code of 1986, as


Statement of Additional Information – April 29, 2011	Page 93

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. The following table shows the compensation paid to the independent Board members from each fund during the fiscal year ended Dec. 31, 2010.

Table 21. Board Member Compensation — Individual Funds


	Aggregate Compensation from Fund
																					Taugnton
Fund	Blatz		Carlson ^(a)		Carlton		Flynn		Jones ^(b)		Laikind ^(c)		Lewis		Maher		Paglia		Richie		Rigby		Total
Alliance Bernstein International Value — total		1,315		1,519		1,284		1,339		1,315		1,148		2,633		1,366		1,315		1,284		1,284		15,802
Amount deferred		0		0		0		711		0		887		569		1,366		0		0		0

American Century Diversified Bond — total		2,109		2,450		2,060		2,144		2,109		1,807		4,236		2,170		2,109		2,061		2,061		25,316
Amount deferred		0		0		0		1,133		0		1,394		911		2,170		0		0		0

American Century Growth — total		1,836		2,110		1,794		1,870		1,837		1,590		3,650		1,916		1,837		1,794		1,794		22,028
Amount deferred		0		0		0		996		0		1,229		789		1,916		0		0		0

Columbia Wanger International Equities — total		547		628		535		559		547		485		1,083		576		548		535		535		6,578
Amount deferred		0		0		0		299		0		376		235		576		0		0		0

Columbia Wanger U.S. Equities — total		654		750		639		665		654		563		1,299		683		654		639		639		7,839
Amount deferred		0		0		0		254		0		436		281		683		0		0		0

Eaton Vance Floating-Rate Income — total		851		984		832		868		851		741		1,694		886		851		832		832		10,222
Amount deferred		0		0		0		462		0		573		367		886		0		0		0

Invesco International Growth — total		1,733		2,000		1,694		1,765		1,733		1,516		3,458		1,805		1,733		1,693		1,693		20,823
Amount deferred		0		0		0		940		0		1,172		748		1,805		0		0		0

J.P. Morgan Core Bond — total		1,919		2,225		1,875		1,952		1,919		1,651		3,843		1,981		1,919		1,875		1,875		23,034
Amount deferred		0		0		0		1,034		0		1,275		828		1,981		0		0		0

Jennison Mid Cap Growth — total		875		1,006		855		891		875		756		1,740		912		875		855		855		10,495
Amount deferred		0		0		0		474		0		585		376		912		0		0		0

Limited Duration Credit — total		2,412		2,812		2,354		2,446		2,411		2,032		4,880		2,456		2,411		2,354		2,354		28,922
Amount deferred		0		0		0		1,285		0		1,565		1,045		2,456		0		0		0

Marsico Growth — total		1,659		1,902		1,621		1,690		1,659		1,441		3,285		1,736		1,659		1,621		1,621		19,894
Amount deferred		0		0		0		902		0		1,115		711		1,736		0		0		0

MFS Value — total		1,503		1,751		1,467		1,525		1,504		1,269		3,050		1,532		1,503		1,467		1,467		18,038
Amount deferred		0		0		0		801		0		977		654		1,532		0		0		0

Mondrian International Small Cap — total		314		362		306		319		314		274		627		326		314		306		306		3,768
Amount deferred		0		0		0		170		0		212		135		326		0		0		0

Morgan Stanley Global Real Estate — total		395		456		385		402		395		345		788		411		395		385		385		4,742
Amount deferred		0		0		0		214		0		266		170		411		0		0		0

NFJ Dividend Value — total		1,519		1,768		1,482		1,540		1,519		1,283		3,081		1,548		1,519		1,482		1,482		18,223
Amount deferred		0		0		0		809		0		988		660		1,548		0		0		0

Nuveen Winslow Large Cap Growth — total		1,243		1,426		1,215		1,265		1,243		1,078		2,465		1,298		1,243		1,215		1,215		14,906
Amount deferred		0		0		0		674		0		834		533		1,298		0		0		0

Partners Small Cap Growth — total		439		511		427		443		439		356		897		440		439		428		428		5,247
Amount deferred		0		0		0		230		0		273		191		440		0		0		0


Statement of Additional Information – April 29, 2011	Page 94


	Aggregate Compensation from Fund
																					Taugnton
Fund	Blatz		Carlson ^(a)		Carlton		Flynn		Jones ^(b)		Laikind ^(c)		Lewis		Maher		Paglia		Richie		Rigby		Total
PIMCO Mortgage-Backed Securities — total		1,182		1,365		1,156		1,204		1,182		1,029		2,352		1,230		1,182		1,156		1,156		14,194
Amount deferred		0		0		0		641		0		795		509		1,230		0		0		0

Pyramis International Equity — total		1,074		1,240		1,049		1,093		1,074		939		2,147		1,117		1,074		1,049		1,049		12,905
Amount deferred		0		0		0		582		0		726		464		1,117		0		0		0

Wells Fargo Short Duration Government — total		1,706		1,970		1,668		1,737		1,706		1,483		3,394		1,774		1,706		1,668		1,668		20,480
Amount deferred		0		0		0		925		0		1,147		734		1,775		0		0		0


(a)		Mr. Carlson ceased serving as a member of the Board effective Dec. 31, 2010.


(b)		Ms. Jones ceased serving as a member of the Board effective April 14, 2011.


(c)		Mr. Laikind ceased serving as a member of the Board effective Nov. 11, 2010.

Control Persons and Principal Holders of Securities

For each fund, all shares are held by the investment manager, through its initial capital investment, and affiliated fund-of-funds.

Information Regarding Pending and Settled Legal Proceedings


Statement of Additional Information – April 29, 2011	Page 95

U.S. Supreme Court (“Supreme Court”), asking the Supreme Court to stay the District Court proceedings while the 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 issued its ruling in Jones v. Harris Associates , and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, plaintiffs filed a notice of appeal with the Eighth Circuit.

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.

Independent Registered Public Accounting Firm

The financial statements have been 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 funds.


Statement of Additional Information – April 29, 2011	Page 96

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.

	•	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.

Speculative Grade

Debt rated CC typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.


Statement of Additional Information – April 29, 2011	A-1

The rating CI is reserved for income bonds on which no interest is being paid.

Moody’s Long-Term Debt Ratings

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 ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.


Statement of Additional Information – April 29, 2011	A-2

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.

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.


Statement of Additional Information – April 29, 2011	A-3

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.

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 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.


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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.

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 C (4/11)


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STATEMENT OF ADDITIONAL INFORMATION
April 29, 2011


Columbia Funds Variable Series Trust II (formerly known as 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.

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, Columbia Management Investment Advisers, LLC (the “investment manager” or “Columbia Management”), 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. 2
Investment Strategies and Types of Investments of the Funds		p. 3
Information Regarding Risks and Investment Strategies		p. 5
Securities Transactions		p. 33
Brokerage Commissions Paid to Brokers Affiliated with the Investment Manager		p. 36
Valuing Fund Shares		p. 36
Portfolio Holdings Disclosure		p. 37
Proxy Voting		p. 39
Investing in a Fund		p. 41
Selling Shares		p. 42
Capital Loss Carryover		p. 42
Taxes		p. 42
Service Providers		p. 43
Organizational Information		p. 47
Board Members and Officers		p. 53
Control Persons and Principal Holders of Securities		p. 60
Information Regarding Pending and Settled Legal Proceedings		p. 60
Independent Registered Public Accounting Firm		p. 61
Appendix A: Description of Ratings		p. A-1

List of Tables


1.	Fund Fiscal Year Ends and Investment Categories	p. 2
2.	Investment Strategies and Types of Investments of the Underlying Funds	p. 3
3.	Turnover Rates	p. 35
4.	Nonadvisory Expenses	p. 43
5.	Portfolio Managers	p. 44
6.	Administrative Fees	p. 46
7.	12b-1 Fees	p. 47
8.	Fund History Table	p. 48
9.	Board Members	p. 53
10.	Fund Officers	p. 54
11.	Board Member Holdings — All Funds	p. 58
12.	Board Member Compensation — All Funds	p. 59


Statement of Additional Information – April 29, 2011	Page 1

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

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


Statement of Additional Information – April 29, 2011	Page 2


		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	—	•	•


Exchange-traded funds	—	•	•


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	Authorized for underlying fund
Investment Strategy	Cash	Equity	Fixed Income

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.


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Information Regarding Risks and Investment Strategies

RISKS

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 and funds using an asset allocation strategy, 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 or asset classes, the fund’s investment performance is directly related to the investment performance of the underlying funds or asset classes 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 or asset classes realize their investment objectives. There is no guarantee that the underlying funds or asset classes 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.

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 29, 2011	Page 5

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.

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 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.

Certain derivatives have the potential for unlimited losses regardless of the size of the initial investment.


Statement of Additional Information – April 29, 2011	Page 6

involve greater risks than direct investment in the underlying securities, because swaps subject the Fund to Counterparty Credit Risk, pricing risk (i.e., swaps may be difficult to value) and Liquidity Risk (i.e., may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses). If the Fund is selling credit protection, there is a risk that a credit event will occur and that the Fund will have to pay the counterparty. If the Fund is buying credit protection, there is a risk that no credit event will occur and the Fund will receive no benefit for the premium paid.

Derivatives Risk-Foreign Forward Currency Contracts. The Fund may enter into forward foreign currency contracts, which are types of derivative contracts, whereby the Fund may buy or sell a country’s currency at a specific price on a specific date, usually 30, 60, or 90 days in the future for a specific exchange rate on a given date. These contracts, however, may fall in value due to foreign market downswings or foreign currency value fluctuations. The Fund may enter into forward foreign currency contracts for risk management (hedging) or investment purposes. The inability of the Fund to precisely match forward contract amounts and the value of securities involved may reduce the effectiveness of the Fund’s hedging strategy. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase in the value of the currency. When entering into forward foreign currency contracts for investment purposes, unanticipated changes in the currency markets could result in reduced performance for the Fund. The Fund may designate cash or securities in an amount equal to the value of the Fund’s forward foreign currency contracts which may limit the Fund’s investment flexibility. If the value of the designated securities declines, additional cash or securities will be so designated. At or prior to maturity of a forward contract, the Fund may enter into an offsetting contract and may incur a loss to the extent there has been movement in forward contract prices. When the Fund converts its foreign currencies into U.S. dollars it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market.

Derivatives Risk-Forward Contracts. The Fund may enter into forward contracts (or forwards) for investment purposes, for risk management (hedging) purposes, and to increase flexibility. A forward is a contract between two parties to buy or sell an asset at a specified future time at a price agreed today. Forwards are traded in the over-the-counter markets. The Fund may purchase forward contracts, including those on mortgage-backed securities in the “to be announced” (TBA) market. In the TBA market, the seller agrees to deliver the mortgage backed securities for an agreed upon price on an agreed upon date, but makes no guarantee as to which or how many securities are to be delivered. Investments in forward contracts subject the Fund to Counterparty Credit Risk. For a description of the risks associated with mortgage-backed securities, see “Mortgage-Related and Other Asset-Backed Risks.”

Derivatives Risk-Forward Rate Agreements. The Fund may enter into forward rate agreements for investment purposes, for risk management (hedging) purposes, and to increase flexibility. Under forward rate agreements, the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates. If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates. These transactions involve risks, including Counterparty Credit Risk, hedging risk and Interest Rate Risk.

Derivatives Risk-Futures Contracts. The Fund may enter into futures contracts, including currency, bond, index and interest rate futures for investment purposes, for risk management (hedging) purposes, and to increase flexibility. 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. The volatility of futures contracts prices has been historically greater than the volatility of stocks and bonds. The liquidity of the futures markets depends on participants entering into off-setting transactions rather than making or taking delivery. To the extent participants decide to make or take delivery, liquidity in the futures market could be reduced. In addition, futures exchanges often impose a maximum permissible price movement on each futures contract for each trading session. The Fund may be disadvantaged if it is prohibited from executing a trade outside the daily permissible price movement. The Fund’s investment or hedging strategies may be unable to achieve their objectives.

Derivatives Risk-Interest Rate Swaps. The Fund may enter into interest rate swap agreements 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. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and other foreign interest rates. A swap agreement can increase or decrease the volatility of the Fund’s investments and its net asset value. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged (creating Leverage Risk) and are subject to Counterparty Credit Risk, pricing risk (i.e., swaps may be difficult to value) and Liquidity Risk (i.e., may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses).


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Derivatives Risk-Options. The Fund may enter into option transactions. If the Fund sells a put option, there is a risk that the Fund may be required to buy the underlying investment at a disadvantageous price. If the Fund sells a call option, there is a risk that the Fund may be required to sell the underlying investment at a disadvantageous price. If the Fund sells a call option on an investment that the Fund owns (a “covered call”) and the investment has increased in value when the call option is exercised, the Fund will be required to sell the investment at the call price and will not be able to realize any of the investment’s value above the call price. These transactions involve risk, including correlation risk, Counterparty Credit risk, hedging risk and Leverage Risk.

Derivatives 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. Warrants may be subject to the risk that the securities could lose value. There also is the risk that the potential exercise price may exceed the market price of the warrants or rights.


Statement of Additional Information – April 29, 2011	Page 8

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 29, 2011	Page 9

limited by bankruptcy or other insolvency laws. Further, certain floating rate loans may not be fully collateralized and may decline in value.

Indexing Risk. The Fund is managed to an index and the Fund’s performance therefore is expected to rise and fall as the performance of the index rises and falls.

Industry Concentration Risk. Investments that are concentrated in a particular issuer will make the Fund’s portfolio value more susceptible to the events or conditions impacting that particular industry. Because the 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.

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.

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.


Statement of Additional Information – April 29, 2011	Page 10

may increase Fund expenses. As a result, the Fund’s exposure 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.

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.

Reinvestment Risk. Reinvestment risk is the risk that the Fund will not be able to reinvest income or principal at the same rate it currently is earning.

Sector Risk. If an underlying fund emphasizes one or more economic sectors, geographic regions, or concentrates in a particular issuer, it may be more susceptible to the financial, market or economic conditions or events affecting the particular issuer, geographic region, industry or sector in which it invests than funds that do not emphasize particular issuers, geographic regions, industries or sectors. The more a fund diversifies its investments, the more it spreads risk and potentially reduces the risks of loss and volatility.


Statement of Additional Information – April 29, 2011	Page 11

experienced difficulty in servicing their sovereign debt on a timely basis that led to defaults and the restructuring of certain indebtedness.

The largest risks associated with sovereign debt include Credit Risk and Risks of Foreign/Emerging Markets Investing.

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.

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


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*		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

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


Statement of Additional Information – April 29, 2011	Page 13

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

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

Corporate Bonds

Debt Obligations


Statement of Additional Information – April 29, 2011	Page 14

interest rates. When this happens, an investor may have to replace these securities with lower yielding securities, which could result in a lower return.

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

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.


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derivatives may be created by combining options or futures in different ways, and by applying these structures to a wide range of underlying assets.

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.


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(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.


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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.

(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


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Floating Rate Loans


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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.

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.


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U.S. dollar. Unanticipated changes in the currency exchange results could result in poorer performance for funds that enter into these types of transactions.

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.


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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.

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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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).

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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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.

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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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

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 33%, or such lower percentage specified by the fund or investment manager of the value of its total assets (including securities out on loan) 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.


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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 require 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.

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 borrower 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. Some or all of the cash collateral received in connection with the securities lending program may be invested in one or more pooled investment vehicles, including, among other vehicles, money market funds managed by the Lending Agent (or its affiliates). The Lending Agent shares in any income resulting from the investment of such cash collateral, and an affiliate of the Lending Agent may receive asset-based fees for the management of such pooled investment vehicles, which may create a conflict of interest between the Lending Agent (or its affiliates) and the fund with respect to the management of such collateral. 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. The investment manager is not responsible for any loss incurred by the funds in connection with the securities lending program.

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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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.

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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the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year.

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

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

Although one or more of the other risks described in this SAI may apply, the largest risks associated with repurchase agreements include: Credit Risk.


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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.

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


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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


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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.

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.


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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

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

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


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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.

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.

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.


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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 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.

Affiliate Transactions

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.


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Certain Investment Limitations

The investment manager has portfolio management teams in its multiple locations 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 the multiple geographic locations, it operates in this structure subject to its duty to seek best execution.

With the exception of the funds listed below, the funds did not pay brokerage commissions for the fiscal period from May 7, 2010 (when the funds became available) to Dec. 31, 2010. Substantially all firms through whom transactions were executed provide research services.

For the fiscal period from May 7, 2010 to Dec. 31, 2010, Aggressive Portfolio paid $5 and Conservative Portfolio paid $3 in total brokerage commissions.

No transactions were directed to brokers because of research services provided to the funds.

As of the end of the most recent fiscal period, the funds held no securities of its regular brokers or dealers or the parent of those brokers or dealers that derived more than 15% of gross revenue from securities-related activities.

The table below shows turnover rates since inception of the funds. High turnover rates may result in higher brokerage expenses and taxes.

Table 3. Turnover Rates


Turnover Rate
Fund	2010 ^(a)
Aggressive Portfolio	$	20	%

Conservative Portfolio		28	%

Moderate Portfolio		20	%

Moderately Aggressive Portfolio		18	%

Moderately Conservative Portfolio		29	%


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.


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Brokerage Commissions Paid to Brokers Affiliated with the Investment Manager

No brokerage commissions were paid by a fund since inception to brokers affiliated with the fund’s investment manager.

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.

	•	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.

	•	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.


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Portfolio Holdings Disclosure

Public Disclosures


	•	For Equity and Balanced funds, a complete list of fund portfolio holdings as of month-end are posted on the website on a monthly basis approximately, but no earlier than, 15 calendar days after each month-end. The four most recent consecutive monthly disclosures remain posted for each fund. Such portfolio holdings information posted on the website includes the name of each portfolio security, number of shares held by the fund, value of the security and the security’s percentage of the market value of the fund’s portfolio as of month-end.

	•	For Fixed Income funds, a complete list of fund portfolio holdings as of calendar quarter-end are posted on the website on a quarterly basis approximately, but no earlier than, 30 calendar days after such quarter-end, and remain posted at least until the date on which the fund files its Form N-CSR or Form N-Q with the SEC for the subsequent fiscal period. Fixed income fund portfolio holdings information posted on the website shall include the name of each portfolio security, maturity/rate, par value and the security’s percentage of the market value of the fund’s portfolio as of calendar quarter-end.

	•	For Money Market funds, a complete list of fund portfolio holdings as of month-end are posted on the website on a monthly basis, approximately five business days after such month-end. Commencing with the month-end holdings as of September 2010 and thereafter, such month-end holdings will be continuously available on the website for at least six months, together with a link to an SEC webpage where a user of the website may obtain access to the fund’s most recent 12 months of publicly available filings on Form N-MFP. Additionally, as of September 2010 and thereafter, Money Market fund portfolio holdings information posted on the website will, at minimum, include with respect to each holding, the name of the issuer, the category of investment (e.g., Treasury debt, government agency debt, asset backed commercial paper, structured investment vehicle note), the CUSIP number (if any), the principal amount, the maturity date (as determined under Rule 2a-7 for purposes of calculating weighted average maturity), the final maturity date (if different from the maturity date previously described), coupon or yield and the amortized cost value. The Money Market funds will also disclose on the website the overall weighted average maturity and weighted average life maturity of a holding and any other information that may be required by the SEC.


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Other Disclosures


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Ongoing Portfolio Holdings Disclosure Arrangements:

In addition to the daily information provided to the fund’s custodians, subcustodians, administrator and investment advisers, the following disclosure arrangements are in place:


		Frequency of
Identity of recipient	Conditions/Restrictions on use of information	disclosure

Bitlathe	Website support for fund performance disclosure	Monthly
BlackRock, Inc.	For providing trading operations and portfolio management support.	Daily
Bloomberg, L.P.	For independent research of funds. Sent monthly, approximately 30 days after month end.	Monthly
Bowne & Co.	For printing of proxies and annual updates to prospectuses and SAIs.	As needed
Cenveo, Inc.	For printing of prospectuses, supplements, SAIs and shareholder reports.	As needed
Factset Research Systems	For provision of quantitative analytics, charting and fundamental data to the investment manager.	Daily
Investment Technology Group, Inc. (ITG, formerly known as Plexus Group)	For evaluation and assessment of trading activity, execution and practices by the investment manager.	Daily
InvestorTools, Inc.	Provide descriptive data for municipal securities	Daily
Morningstar, Inc.	For independent research and ranking of funds. Sent monthly, approximately 25 days after month end.	Monthly
RiskMetrics Group (formerly Institutional Shareholder Services)	Proxy voting administration and research on proxy matters.	Daily
Thomson Reuters Corp. (Lipper)	Information provided monthly with a 30 day lag to assure accuracy of Lipper Fact Sheets.	Monthly

Proxy Voting

GENERAL GUIDELINES, POLICIES AND PROCEDURES

GENERAL GUIDELINES

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:

Election of Directors


•	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 the recommendations of the company’s nominating committee because the Board believes that 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 generally 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 exhibited poor governance such as involvement in options backdating, financial restatements or material weaknesses in control, approving egregious compensation or have consistently disregarded the interests of shareholders.


Statement of Additional Information – April 29, 2011	Page 39


•	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 in the absence of majority voting, generally will support cumulative voting.

•	Votes in a contested election of directors are evaluated on a case-by-case basis.

Defense mechanisms

Auditors

Management compensation issues

Social and corporate policy issues

POLICY AND PROCEDURES


Statement of Additional Information – April 29, 2011	Page 40

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)

Securities on loan

Investment in affiliated funds

OBTAIN A PROXY VOTING RECORD

Each year the Columbia 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 www.columbiamanagement.com 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.


Statement of Additional Information – April 29, 2011	Page 41

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 of the funds 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.

Capital Loss Carryover

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


Statement of Additional Information – April 29, 2011	Page 42

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.

Service Providers

INVESTMENT MANAGEMENT SERVICES

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.

Table 4. Nonadvisory Expenses


	Nonadvisory Expenses
Fund	2010 ^(a)
Aggressive Portfolio	$	(1,505,826	)

Conservative Portfolio		(543,162	)

Moderate Portfolio		(6,830,527	)

Moderately Aggressive Portfolio		(4,327,329	)

Moderately Conservative Portfolio		(1,472,733	)


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.

Manager of Managers Exemption


Statement of Additional Information – April 29, 2011	Page 43

a subadvisory agreement, Columbia Management does not consider any other relationship it or its affiliates may have with a subadviser, and Columbia Management 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, 2010.

Table 5. Portfolio Managers

Other Accounts Managed (excluding the fund)

Ownership

Potential

Number and type

Approximate

Performance 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

20 RICs
14 other accounts

$51.36 billion
$277.53 million

2 RICs ($1.6 B)

None

(1)

(2)

Gene R. Tannuzzo

16 RICs
2 other accounts

$40.73 billion
$0.09 million

None

Kent M. Bergene

32 RICs
7 other accounts

$43.21 billion
$1.66 million

1 RIC ($1.04 M)

(1)

(3)

Conservative Portfolio

Colin J. Lundgren

20 RICs
14 other accounts

$52.36 billion
$277.53 million

2 RICs ($1.6 B)

None

(1)

(2)

Gene R. Tannuzzo

16 RICs
2 other accounts

$41.73 billion
$0.09 million

None

Kent M. Bergene

32 RICs
7 other accounts

$44.21 billion
$1.66 million

1 RIC ($1.04 M)

(1)

(3)

Moderate Portfolio

Colin J. Lundgren

20 RICs
14 other accounts

$36.33 billion
$277.53 million

2 RICs ($1.6 B)

None

(1)

(2)

Gene R. Tannuzzo

16 RICs
2 other accounts

$25.70 billion
$0.09 million

None

Kent M. Bergene

32 RICs
7 other accounts

$28.18 billion
$1.66 million

1 RIC ($1.04 M)

(1)

(3)

Moderately Aggressive Portfolio

Colin J. Lundgren

20 RICs
14 other accounts

$42.77 billion
$277.53 million

2 RICs ($1.6 B)

None

(1)

(2)

Gene R. Tannuzzo

16 RICs
2 other accounts

$32.14 billion
$0.09 million

None

Kent M. Bergene

32 RICs
7 other accounts

$34.62 billion
$1.66 million

1 RIC ($1.04 M)

(1)

(3)

Moderately Conservative Portfolio

Colin J. Lundgren

20 RICs
14 other accounts

$49.62 billion
$277.53 million

2 RICs ($1.6 B)

None

(1)

(2)

Gene R. Tannuzzo

16 RICs
2 other accounts

$38.99 billion
$0.09 million

None

Kent M. Bergene

32 RICs
7 other accounts

$41.47 billion
$1.66 million

1 RIC ($1.04 M)

(1)

(3)


(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 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.

		• Columbia Management and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees.

		• Columbia Management 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


Statement of Additional Information – April 29, 2011	Page 44


		fund. In addition, Columbia Management may believe that certain 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 managers received all of their compensation in the form of salary, bonus, stock options, restricted stock, and notional investments through an incentive plan, the value of which is measured by reference to the performance of the funds in which the account is invested. A portfolio manager’s bonus is variable and generally is based on (1) an evaluation of the portfolio manager’s investment performance and (2) the results of a peer and/or management review of the portfolio manager, which takes into account skills and attributes such as team participation, investment process, communication and professionalism. In evaluating investment performance, the investment manager generally considers the one, three and five year performance of mutual funds and other accounts managed by the portfolio manager relative to applicable benchmarks and peer groups, emphasizing the portfolio manager’s three and five year performance. The investment manager also may consider a portfolio manager’s performance in managing client assets in sectors and industries assigned to the portfolio manager as part of his/her investment team responsibilities, where applicable. For portfolio managers who also have group management responsibilities, another factor in their evaluation is an assessment of the group’s overall investment performance.

		The size of the overall bonus pool each year depends on, among other factors, the levels of compensation generally in the investment management industry (based on market compensation data) and the investment manager’s profitability for the year, which is largely determined by assets under management.

		Exceptions to this general compensation approach exist for certain teams and individuals.

(3)		The compensation of specified portfolio managers 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 which, for portfolio manager Bergene, may include developing competitive products, managing existing products, and selecting and monitoring subadvisers for Columbia funds.


Statement of Additional Information – April 29, 2011	Page 45

ADMINISTRATIVE SERVICES

Each fund has an Administrative Services Agreement with the investment manager. Under this agreement, the fund pays the investment manager for providing administration and accounting services. Prior to Jan. 1, 2011, the funds’ Administrative Services Agreement was with Ameriprise Financial. 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. Fees paid since inception are shown in the table below.

Table 6. Administrative Fees


	Administrative Services
	Fees Paid In:
Fund	2010 ^(a)
Aggressive Portfolio	$	313,085

Conservative Portfolio		244,187

Moderate Portfolio		1,937,249

Moderately Aggressive Portfolio		1,221,792

Moderately Conservative Portfolio		525,486


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.

TRANSFER AGENCY SERVICES

Each fund has a Transfer Agency and Servicing Agreement with Columbia Management Investment Services Corp. (formerly known as RiverSource Service Corporation) (the “transfer agent”) located at 225 Franklin Street, Boston, MA 02110. This agreement governs the transfer agent’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

Columbia Management Investment Distributors, Inc. (formerly known as RiverSource Fund Distributors, Inc.) (the distributor), 225 Franklin Street, Boston, MA 02110, an indirect, wholly-owned subsidiary of Columbia Management, is the funds’ principal underwriter and distributor. Each fund’s shares are offered on a continuous basis.

PLAN AND AGREEMENT OF DISTRIBUTION

To help defray the cost of distribution and/or 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. The Plan is a reimbursement plan whereby, 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.


Statement of Additional Information – April 29, 2011	Page 46

For its most recent fiscal period, each fund paid 12b-1 fees as shown in the following table.

Table 7. 12b-1 Fees


	Fees paid during
Fund	last fiscal year ^(a)
Aggressive Portfolio

Class 2	$	187,106

Class 4		3,726,765

Conservative Portfolio

Class 2		187,275

Class 4		2,865,302

Moderate Portfolio

Class 2		1,530,437

Class 4		22,687,120

Moderately Aggressive Portfolio

Class 2		900,446

Class 4		14,373,178

Moderately Conservative Portfolio

Class 2		469,340

Class 4		6,099,761


(a)		For the period from May 7, 2010 (when the fund became available) to Dec. 31, 2010.

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

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.

SHARES

VOTING RIGHTS


Statement of Additional Information – April 29, 2011	Page 47

SHAREHOLDER LIABILITY

Table 8. Fund History Table

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Funds Series Trust II ^(14),(15)

1/27/06

Business Trust

4/30

Columbia 120/20 Contrarian Equity Fund

10/18/07

4/30

Yes

Columbia Absolute Return Currency and Income Fund

6/15/06

10/31

Yes

Columbia AMT-Free Tax-Exempt Bond Fund ⁽¹⁹⁾

11/24/76

11/30

Yes

Columbia Asia Pacific ex-Japan Fund ⁽¹⁹⁾

7/15/09

10/31

Yes

Columbia Diversified Bond Fund ⁽³⁾

10/3/74

8/31

Yes

Columbia Diversified Equity Income Fund

10/15/90

9/30

Yes

Columbia Dividend Opportunity Fund ⁽⁸⁾

8/1/88

6/30

Yes

Columbia Emerging Markets Bond Fund

2/16/06

10/31

Columbia Emerging Markets Opportunity Fund ^{(5),(11),(19)}

11/13/96

10/31

Yes

Columbia Equity Value Fund

5/14/84

3/31

Yes

Columbia European Equity Fund ^(5),(11)

6/26/00

10/31

Yes

Columbia Floating Rate Fund

2/16/06

7/31

Yes

Columbia Frontier Fund

12/10/84

10/31

Yes

Columbia Global Bond Fund

3/20/89

10/31

Columbia Global Equity Fund ^(5),(6),(11)

5/29/90

10/31

Yes

Columbia Global Extended Alpha Fund

8/1/08

10/31

Yes

Columbia Government Money Market Fund ⁽¹⁷⁾

1/31/77

12/31

Yes

Columbia High Yield Bond Fund ⁽³⁾

12/8/83

5/31

Yes

Columbia Income Builder Fund ⁽¹⁹⁾

2/16/06

1/31 ⁽⁷⁾

Yes

Columbia Income Opportunities Fund

6/19/03

7/31

Yes

Columbia Inflation Protected Securities Fund

3/4/04

7/31


Statement of Additional Information – April 29, 2011	Page 48

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Large Core Quantitative Fund ^(4),(19)

4/24/03

7/31

Yes

Columbia Large Growth Quantitative Fund ⁽¹⁹⁾

5/17/07

9/30

Yes

Columbia Large Value Quantitative Fund ⁽¹⁹⁾

8/1/08

9/30

Yes

Columbia Limited Duration Credit Fund ⁽¹⁹⁾

6/19/03

7/31

Yes

Columbia Marsico Flexible Capital Fund

9/28/10

8/31

Columbia Mid Cap Growth Opportunity Fund ^(4),(19)

6/4/57

11/30

Yes

Columbia Mid Cap Value Opportunity Fund ⁽¹⁹⁾

2/14/02

9/30

Yes

Columbia Minnesota Tax-Exempt Fund

8/18/86

8/31 ⁽¹⁰⁾

Columbia Money Market Fund ⁽¹⁹⁾

10/6/75

7/31

Yes

Columbia Multi-Advisor International Value Fund ^(11),(19)

9/28/01

10/31

Yes

Columbia Multi-Advisor Small Cap Value Fund ^(11),(19)

6/18/01

5/31

Yes

Columbia Portfolio Builder Aggressive Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Conservative Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Aggressive Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Conservative Fund

3/4/04

1/31

Yes

Columbia Portfolio Builder Moderate Fund

3/4/04

1/31

Yes

Columbia Recovery and Infrastructure Fund

2/19/09

4/30

Columbia Retirement Plus 2010 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2015 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2020 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2025 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2030 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2035 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2040 Fund

5/18/06

4/30

Yes

Columbia Retirement Plus 2045 Fund

5/18/06

4/30

Yes

Columbia Select Large-Cap Value Fund ⁽¹⁹⁾

4/25/97

12/31

Yes

Columbia Select Smaller-Cap Value Fund ⁽¹⁹⁾

4/25/97

12/31

Yes

Columbia Seligman Communications and Information Fund ⁽¹⁹⁾

6/23/83

12/31

Yes

Columbia Seligman Global Technology Fund ⁽¹⁹⁾

5/23/94

10/31

Yes

Columbia Short-Term Cash Fund

9/26/06

7/31

Yes

Columbia Strategic Allocation Fund ⁽⁴⁾

1/23/85

9/30

Yes

Columbia U.S. Government Mortgage Fund

2/14/02

5/31

Yes

Columbia Funds Variable Series Trust II ⁽¹²⁾

9/11/07

Business Trust

12/31

Columbia Variable Portfolio – Balanced Fund ⁽⁴⁾

4/30/86

Yes

Columbia Variable Portfolio – Cash Management Fund

10/31/81

Yes

Columbia Variable Portfolio – Core Equity Fund

9/10/04

Yes

Columbia Variable Portfolio – Diversified Bond Fund ⁽³⁾

10/13/81

Yes

Columbia Variable Portfolio – Diversified Equity Income Fund

9/15/99

Yes

Columbia Variable Portfolio – Dynamic Equity Fund ^(5),(16)

10/13/81

Yes

Columbia Variable Portfolio – Emerging Markets Opportunity Fund ^{(4),(5),(11),(20)}

5/1/00

Yes

Columbia Variable Portfolio – Global Bond Fund

5/1/96

Columbia Variable Portfolio – Global Inflation Protected Securities Fund ⁽¹³⁾

9/13/04

Columbia Variable Portfolio – High Yield Bond Fund ⁽³⁾

5/1/96

Yes

Columbia Variable Portfolio – Income Opportunities Fund

6/1/04

Yes

Columbia Variable Portfolio – International Opportunity Fund ^(4),(5),(11)

1/13/92

Yes


Statement of Additional Information – April 29, 2011	Page 49

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

Columbia Variable Portfolio – Large Cap Growth Fund ^(16),(20)

9/15/99

Yes

Columbia Variable Portfolio – Limited Duration Credit Fund ⁽²⁰⁾

5/7/10

Yes

Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund ^(4),(20)

5/1/01

Yes

Columbia Variable Portfolio – Mid Cap Value Opportunity Fund ⁽²⁰⁾

5/2/05

Yes

Columbia Variable Portfolio – S&P 500 Index Fund

5/1/00

Yes

Columbia Variable Portfolio – Seligman Global Technology Fund ⁽²⁰⁾

5/1/96

Yes

Columbia Variable Portfolio – Short Duration U.S. Government Fund ⁽³⁾

9/15/99

Yes

Columbia Variable Portfolio – Select Large-Cap Value Fund ^(16),(20)

02/4/04

Yes

Columbia Variable Portfolio – Select Smaller-Cap Value Fund ^(16),(20)

9/15/99

Yes

Variable Portfolio – Aggressive Portfolio

5/7/10

Yes

Variable Portfolio – AllianceBernstein International Value Fund

5/7/10

Yes

Variable Portfolio – American Century Diversified Bond Fund

5/7/10

Yes

Variable Portfolio – American Century Growth Fund

5/7/10

Yes

Variable Portfolio – Columbia Wanger International Equities Fund

5/7/10

Yes

Variable Portfolio – Columbia Wanger U.S. Equities Fund

5/7/10

Yes

Variable Portfolio – Conservative Portfolio

5/7/10

Yes

Variable Portfolio – Davis New York Venture Fund ^(11),(18)

5/1/06

Yes

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

5/7/10

Yes

Variable Portfolio – Goldman Sachs Mid Cap Value Fund ^(11),(18)

2/4/04

Yes

Variable Portfolio – Invesco International Growth Fund

5/7/10

Yes

Variable Portfolio – J.P. Morgan Core Bond Fund

5/7/10

Yes

Variable Portfolio – Jennison Mid Cap Growth Fund

5/7/10

Yes

Variable Portfolio – Marsico Growth Fund

5/7/10

Yes

Variable Portfolio – MFS Value Fund

5/7/10

Yes

Variable Portfolio – Moderate Portfolio

5/7/10

Yes

Variable Portfolio – Moderately Aggressive Portfolio

5/7/10

Yes

Variable Portfolio – Moderately Conservative Portfolio

5/7/10

Yes

Variable Portfolio – Mondrian International Small Cap Fund

5/7/10

Yes

Variable Portfolio – Morgan Stanley Global Real Estate Fund

5/7/10

Variable Portfolio – NFJ Dividend Value Fund

5/7/10

Yes

Variable Portfolio – Nuveen Winslow Large Cap Growth Fund

5/7/10

Yes

Variable Portfolio – Partners Small Cap Growth Fund

5/7/10

Yes

Variable Portfolio – Partners Small Cap Value Fund ^(11),(18)

8/14/01

Yes

Variable Portfolio – PIMCO Mortgage-Backed Securities Fund

5/7/10

Yes

Variable Portfolio – Pyramis International Equity Fund

5/7/10

Yes

Variable Portfolio – Wells Fargo Short Duration Government Fund

5/7/10

Yes

RiverSource California Tax-Exempt Trust

4/7/86

Business Trust

8/31 ⁽¹⁰⁾

RiverSource California Tax-Exempt Fund

8/18/86

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 Global Series, Inc.

10/28/88

Corporation

10/31

Threadneedle Global Equity Income Fund

8/1/08

Yes

RiverSource Government Income Series, Inc.

3/12/85

Corporation

5/31

RiverSource Short Duration U.S. Government Fund ⁽³⁾

8/19/85

Yes


Statement of Additional Information – April 29, 2011	Page 50

Fiscal

Date of

Date Began

Form of

State of

Year

Fund*

Organization

Operations

Organization

End**

Diversified***

RiverSource International Managers Series, Inc. ⁽²⁾

5/9/01

Corporation

10/31

RiverSource Partners International Select Growth Fund ⁽¹¹⁾

9/28/01

10/31

Yes

RiverSource Partners International Small Cap Fund ⁽¹¹⁾

10/3/02

10/31

Yes

RiverSource Market Advantage Series, Inc.

8/25/89

Corporation

1/31

Columbia 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 Selected Series, Inc.

10/5/84

Corporation

3/31

RiverSource Precious Metals and Mining Fund ⁽⁹⁾

4/22/85

3/31

RiverSource Special Tax-Exempt Series Trust

4/7/86

Business Trust

8/31 ⁽¹⁰⁾

RiverSource New York Tax-Exempt Fund

8/18/86

RiverSource Strategic Allocation Series, Inc. ⁽²⁾

10/9/84

Corporation

9/30

RiverSource Strategic Income Allocation Fund

5/17/07

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

Seligman Municipal Fund Series, Inc.

8/8/83

Corporation

9/30

Seligman National Municipal Class

12/31/83

Yes

Seligman New York Municipal Class

1/3/84

Seligman Municipal Series Trust

7/25/84

Business Trust

9/30

Seligman California Municipal High-Yield Series

11/20/84

Seligman California Municipal Quality Series

11/20/84


*		Effective Oct. 1, 2005 American Express Funds changed its name to RiverSource funds and the names Threadneedle and Partners were removed from fund names. Effective Sept. 27, 2010 and April 29, 2010, several of the funds were renamed from RiverSource, Seligman and Threadneedle to Columbia.

**		Unless otherwise noted, each fund within the registrant has the same fiscal year end as that noted for the registrant.

***		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, and Quantitative Large Cap Equity Fund changed its name to Disciplined Equity 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, 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 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


Statement of Additional Information – April 29, 2011	Page 51


		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. RiverSource Variable Series Trust changed its name to Columbia Funds Variable Series Trust II effective April 25, 2011.
(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 March 7, 2011, Columbia Funds Series Trust II was known as RiverSource Series Trust. Prior to September 11, 2007, RiverSource Series Trust was known as RiverSource Retirement Series Trust.
(15)		Prior to March 7, 2011, certain of the funds were organized as series under various Minnesota and Maryland corporations.
(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.
(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.
(19)		Effective Sept. 27, 2010, RiverSource Limited Duration Bond Fund changed its name to Columbia Limited Duration Credit Fund; RiverSource Mid Cap Growth Fund changed its name to Columbia Mid Cap Growth Opportunity Fund; Threadneedle Emerging Markets Fund changed its name to Columbia Emerging Markets Opportunity Fund; RiverSource Income Builder Basic Income Fund changed its name to Columbia Income Builder Fund; RiverSource Partners International Select Value Fund changed its name to Columbia Multi-Advisor International Value Fund; Threadneedle Asia Pacific Fund changed its name to Columbia Asia Pacific ex-Japan Fund; RiverSource Disciplined Large Cap Growth Fund changed its name to Columbia Large Growth Quantitative Fund; RiverSource Disciplined Large Cap Value Fund changed its name to Columbia Large Value Quantitative Fund; RiverSource Mid Cap Value Fund changed its name to Columbia Mid Cap Value Opportunity Fund; RiverSource Disciplined Equity Fund changed its name to Columbia Large Core Quantitative Fund; RiverSource Partners Small Cap Value Fund changed its name to Columbia Multi-Advisor Small Cap Value Fund; RiverSource Cash Management Fund changed its name to Columbia Money Market Fund; RiverSource Tax-Exempt Bond Fund changed its name to Columbia AMT-Free Tax-Exempt Bond Fund; Seligman Communications and Information Fund, Inc. changed its name to Columbia Seligman Communications and Information Fund, Inc.; Seligman Global Technology Fund changed its name to Columbia Seligman Global Technology Fund; Seligman Large-Cap Value Fund changed its name to Columbia Select Large-Cap Value Fund; and Seligman Smaller-Cap Value Fund changed its name to Columbia Select Smaller-Cap Value Fund.


(20)		Effective May 2, 2011, Seligman Variable Portfolio – Growth Fund changed its name to Columbia Variable Portfolio – Large Cap Growth Fund; Seligman Variable Portfolio – Smaller Cap Value Fund changed its name to Columbia Variable Portfolio – Select Smaller-Cap Value Fund; Threadneedle Variable Portfolio – Emerging Markets Fund changed its name to Columbia Variable Portfolio – Emerging Markets Opportunity Fund; RiverSource Variable Portfolio – Mid Cap Growth Fund changed its name to Columbia Variable Portfolio – Mid Cap Growth Opportunity Fund; Seligman Variable Portfolio – Larger Cap Value Fund changed its name to Columbia Variable Portfolio – Select Large-Cap Value Fund; RiverSource Variable Portfolio – Limited Duration Bond Fund changed its name to Columbia Variable Portfolio – Limited Duration Credit Fund; RiverSource Variable Portfolio – Mid Cap Value Fund changed its name to Columbia Variable Portfolio – Mid Cap Value Opportunity Fund; and Seligman Global Technology Portfolio changed its name to Columbia Variable Portfolio – Seligman Global Technology Fund.


Statement of Additional Information – April 29, 2011	Page 52

Board Members and Officers

Table 9. 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 901 S. Marquette Ave. Minneapolis, MN 55402 Age 56

Board member since 1/11/06

Chief Justice, Minnesota Supreme Court, 1998-2006; Attorney

None

Audit, Board Governance, Compliance, Investment Review

Pamela G. Carlton 901 S. Marquette Ave. Minneapolis, MN 55402 Age 56

Board member since 7/11/07

President, Springboard-Partners in Cross Cultural Leadership (consulting company)

None

Audit, Investment Review

Patricia M. Flynn 901 S. Marquette Ave. Minneapolis, MN 55402 Age 60

Board member since 11/1/04

Trustee Professor of Economics and Management, Bentley University; former Dean, McCallum Graduate School of Business, Bentley University

None

Board Governance, Contracts, Investment Review

Stephen R. Lewis, Jr. 901 S. Marquette Ave. Minneapolis, MN 55402 Age 72

Chair of the Board since 1/1/07, Board member since 1/1/02

President Emeritus and Professor of Economics, Carleton College

Valmont Industries, Inc. (manufactures irrigation systems)

Board Governance, Compliance, Contracts, Executive, Investment Review

John F. Maher 901 S. Marquette Ave. Minneapolis, MN 55402 Age 68

Board member since 12/10/08

Retired President and Chief Executive Officer and former Director, Great Western Financial Corporation (financial services), 1986-1997

None

Audit, Investment Review

Catherine James Paglia 901 S. Marquette Ave. Minneapolis, MN 55402 Age 58

Board member since 11/1/04

Director, Enterprise Asset Management, Inc. (private real estate and asset management company)

None

Board Governance, Compliance, Contracts, Executive, Investment Review

Leroy C. Richie 901 S. Marquette Ave. Minneapolis, MN 55402 Age 69

Board member since 11/11/08

Counsel, Lewis & Munday, P.C. since 2004; former Vice President and General Counsel, Automotive Legal Affairs, Chrysler Corporation

Digital Ally, Inc. (digital imaging); Infinity, Inc. (oil and gas exploration and production); OGE Energy Corp. (energy and energy services)

Contracts, Investment Review

Alison Taunton-Rigby 901 S. Marquette Ave. Minneapolis, MN 55402 Age 67

Board member since 11/13/02

Chief Executive Officer and Director, RiboNovix, Inc. since 2003 (biotechnology); former President, Aquila Biopharmaceuticals

Idera Pharmaceuticals, Inc. (biotechnology); Healthways, Inc. (health management programs)

Contracts, Executive, Investment Review


Statement of Additional Information – April 29, 2011	Page 53

Board Member Affiliated with Investment Manager*

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
53600 Ameriprise
Financial Center
Minneapolis, MN 55474
Age 50

Board member since 11/7/01, Senior Vice President since 2002

None


*		Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of the investment manager or Ameriprise Financial.

Table 10. Fund Officers


	Position held
	with funds and	Principal occupation
Name, address, age	length of service	during past five years
J. Kevin Connaughton 225 Franklin Street Boston, MA 02110 Age 46	President and Principal Executive Officer since 5/1/10	Senior Vice President and General Manager – Mutual Fund Products, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Columbia Management Advisors, LLC, December 2004 – April 2010; Senior Vice President and Chief Financial Officer, Columbia Funds, June 2008 – January 2009; Treasurer, Columbia Funds, October 2003 – May 2008; Treasurer, the Liberty Funds, Stein Roe Funds and Liberty All-Star Funds, December 2000 – December 2006; Senior Vice President – Columbia Management Advisors, LLC, April 2003 – December 2004; President, Columbia Funds, Liberty Funds and Stein Roe Funds, February 2004 – October 2004


Amy K. Johnson 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 45	Vice President since 12/5/06	Senior Vice President and Chief Operating Officer, Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) since May 2010 (previously Chief Administrative Officer, 2009 – April 2010 and Vice President – Asset Management and Trust Company Services, 2006 – 2009 and Vice President – Operations and Compliance, 2004-2006); Director of Product Development – Mutual Funds, Ameriprise Financial, Inc., 2001-2004


Statement of Additional Information – April 29, 2011	Page 54


	Position held
	with funds and	Principal occupation
Name, address, age	length of service	during past five years
Michael G. Clarke 225 Franklin Street Boston, MA 02110 Age 41	Treasurer and Chief Financial Officer since 1/12/11	Vice President, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Fund Administration, Columbia Management Advisors, LLC, from September 2004 to April 2010; senior officer of Columbia Funds and affiliated funds since 2002


Scott R. Plummer 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 51	Senior Vice President since 4/14/11 and Chief Legal Officer since 12/5/06	Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC (formerly RiverSource Investments, LLC) since June 2005; Vice President and Lead Chief Counsel – Asset Management, Ameriprise Financial, Inc. since May 2010 (previously Vice President and Chief Counsel – Asset Management, 2005 – April 2010 and Vice President – Asset Management Compliance, 2004-2005); Vice President, Chief Counsel and Assistant Secretary, Columbia Management Investment Distributors, Inc. (formerly RiverSource Fund Distributors, Inc.) since 2008; Vice President, General Counsel and Secretary, Ameriprise Certificate Company since 2005; Chief Counsel, RiverSource Distributors, Inc. since 2006; Secretary of Legacy RiverSource Funds December 2006 to April 2011


Mike Jones 225 Franklin Street Boston, MA 02110 Age 52	Senior Vice President since 5/1/10	Director and President, Columbia Management Investment Advisers, LLC since May 2010; President and Director, Columbia Management Investment Distributors, Inc. since May 2010; Manager, Chairman, Chief Executive Officer and President, Columbia Management Advisors, LLC, 2007 – April 2010; Chief Executive Officer, President and Director, Columbia Management Distributors, Inc., 2006 – April 2010; former Co-President and Senior Managing Director, Robeco Investment Management


Colin Moore 225 Franklin Street Boston, MA 02110 Age 52	Senior Vice President since 5/1/10	Director and Chief Investment Officer, Columbia Management Investment Advisers, LLC since May 2010; Manager, Managing Director and Chief Investment Officer, Columbia Management Advisors, LLC, 2007 – April 2010; Head of Equities, Columbia Management Advisors, LLC, 2002-Sept. 2007


Linda J. Wondrack 225 Franklin Street Boston, MA 02110 Age 46	Senior Vice President since 4/14/11 and Chief Compliance Officer since 5/1/10	Vice President and Chief Compliance Officer, Columbia Management Investment Advisers, LLC since May 2010; Director (Columbia Management Group, LLC and Investment Product Group Compliance), Bank of America, June 2005 – April 2010; Director of Corporate Compliance and Conflicts Officer, MFS Investment Management (investment management), August 2004 – May 2005


Stephen T. Welsh 225 Franklin Street Boston, MA 02110 Age 53	Vice President since 4/14/11	President and Director, Columbia Management Investment Services Corp. since May 2010; President and Director, Columbia Management Services, Inc. from July 2004 to April 2010; Managing Director, Columbia Management Distributors, Inc. from August 2007 to April 2010


Christopher O. Petersen 5228 Ameriprise Financial Center Minneapolis, MN 55474 Age 41	Vice President and Secretary since 4/14/11	Vice President and Chief Counsel, Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel or Counsel from April 2004 to January 2010); Assistant Secretary of Legacy RiverSource Funds since January 2007


Paul D. Pearson 10468 Ameriprise Financial Center Minneapolis, MN 55474 Age 54	Vice President since 4/14/11 and Assistant Treasurer since 1/4/99	Vice President – Investment Accounting, Columbia Management Investment Advisers, LLC, since May 2010; Vice President – Managed Assets, Investment Accounting, Ameriprise Financial Corporation, Feb. 1998 to May 2010


Statement of Additional Information – April 29, 2011	Page 55


	Position held
	with funds and	Principal occupation
Name, address, age	length of service	during past five years
Joseph F. DiMaria 225 Franklin Street Boston, MA 02110 Age 42	Vice President and Chief Accounting Officer since 4/14/11	Vice President, Mutual Fund Administration, Columbia Management Investment Advisers, LLC, since May 2010; Director of Fund Administration, Columbia Management Advisors, LLC from January 2006 to April 2010; Head of Tax/Compliance and Assistant Treasurer, Columbia Management Advisors, LLC, from November 2004 to December 2005


Paul B. Goucher 100 Park Avenue New York, NY 10017 Age 42	Vice President since 4/14/11 and Assistant Secretary since 11/11/08	Vice President and Chief Counsel of Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel from November 2008 to January 2010); Director, Managing Director and General Counsel of J. & W. Seligman & Co. Incorporated (Seligman) from July 2008 to November 2008 and Managing Director and Associate General Counsel of Seligman from January 2005 to July 2008


Michael E. DeFao 225 Franklin Street Boston, MA 02110 Age 42	Vice President since 4/14/11 and Assistant Secretary since 5/1/10	Vice President and Chief Counsel, Ameriprise Financial since May 2010; Associate General Counsel Bank of America from June 2005 to April 2010

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.

To be considered as a candidate for director, recommendations must include a curriculum vitae and be mailed to the Chair of the Board, 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


Statement of Additional Information – April 29, 2011	Page 56

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.

PROFESSIONAL BACKGROUND

Audit

For Profit;

Non-Profit;

Committee;

CIO/CFO;

Government;

Legal;

Financial

Name

Geographic

CEO/COO

CEO

Investment

Regulatory

Political

Academic

Expert

Blatz

Carlton

Flynn

Lewis

Maher

Paglia

Richie

Taunton-Rigby

Executive Committee — Acts for the Board between meetings of the Board. The committee did not hold any meetings during the last fiscal year.


Statement of Additional Information – April 29, 2011	Page 57

Board Member Holdings

The following table shows the dollar range of equity securities beneficially owned on Dec. 31, 2010 of all funds in the Fund Family 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 11. Board Member Holdings — All Funds

Based on net asset values as of Dec. 31, 2010:


	Aggregate dollar range
	of equity securities of all
	funds in the Fund Family
	overseen by
Board member	Board member
Kathleen Blatz	Over $	100,000


Pamela G. Carlton	Over $	100,000*


Patricia M. Flynn	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.


Statement of Additional Information – April 29, 2011	Page 58

COMPENSATION OF BOARD MEMBERS

Total compensation. The following table shows the total compensation paid to independent Board members from all the funds in the Fund Family in the fiscal year ended Dec. 31, 2010.

Table 12. Board Member Compensation — All Funds


	Total Cash Compensation from
Board Member ^(a)	Fund Family paid to Board Member
Kathleen Blatz	$	201,227

Arne H. Carlson ^(c)		226,354

Pamela G. Carlton		196,227

Patricia M. Flynn		210,475	^(b)

Anne P. Jones ^(d)		203,727

Jeffrey Laikind ^(e)		189,890	^(b)

Stephen R. Lewis, Jr.		400,503	^(b)

John F. Maher		210,000	^(b)

Catherine James Paglia		203,727

Leroy C. Richie		198,727

Alison Taunton-Rigby		198,727


(a)		Board member compensation is paid by the funds and is comprised of a combination of a base fee and meeting fees, with the exception of the Chair of the Board, who receives a base annual compensation. Payment of compensation is administered by a company providing limited administrative services to the funds and to the Board. Compensation noted in the table does not include amounts paid by Ameriprise Financial to Board members for attendance at Board and committee meetings relating to Ameriprise Financial’s acquisition of the long-term asset management business of Columbia Management Group, LLC, including certain of its affiliates. The Chair of the Board did not receive any such compensation from Ameriprise Financial.


(b)		Ms. Flynn, Mr. Laikind, Mr. Lewis and Mr. Maher elected to defer a portion of the total cash compensation payable during the period in the amount of $110,000, $145,938, $86,000 and $210,000, respectively. Additional information regarding the deferred compensation plan is described below.


(c)		Mr. Carlson ceased serving as a member of the Board effective Dec. 31, 2010.


(d)		Ms. Jones ceased serving as a member of the Board effective April 14, 2011.


(e)		Mr. Laikind ceased serving as a member of the Board effective Nov. 11, 2010.

Effective Jan. 1, 2011, 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 2011, the Board’s Chair will receive total annual cash compensation of $435,000.


Statement of Additional Information – April 29, 2011	Page 59

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.

Control Persons and Principal Holders of Securities

RiverSource Life and its subsidiaries are the record holders of all outstanding shares of the funds. All 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 disclaimed beneficial ownership of all shares of the funds.

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 1940 Act. 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 (the “Supreme Court”), asking the Supreme Court to stay the District Court proceedings while the 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 issued its ruling in Jones v. Harris Associates , and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded the case to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, plaintiffs filed a notice of appeal with the Eighth Circuit.


Statement of Additional Information – April 29, 2011	Page 60

Independent Registered Public Accounting Firm

The financial statements were 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 funds.


Statement of Additional Information – April 29, 2011	Page 61

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.

	•	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.

Speculative Grade

Debt rated CC typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.


Statement of Additional Information – April 29, 2011	A-1

The rating CI is reserved for income bonds on which no interest is being paid.

Moody’s Long-Term Debt Ratings

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 ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.


Statement of Additional Information – April 29, 2011	A-2

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.

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.


Statement of Additional Information – April 29, 2011	A-3

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.

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-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 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.


Statement of Additional Information – April 29, 2011	A-4

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.

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-6534-20 D (4/11)


Statement of Additional Information – April 29, 2011	A-5

Portfolio of Investments

RiverSource VP — Balanced Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (67.8%)
Issuer	Shares			Value(a)

Aerospace & Defense (1.9%)
Honeywell International, Inc.		124,557		$6,621,450
The Boeing Co.		30,977		2,021,559
United Technologies Corp.		122,532		9,645,719

Total				18,288,728


Air Freight & Logistics (0.6%)
United Parcel Service, Inc., Class B		78,836		5,721,917


Airlines (1.0%)
AMR Corp.		70,727	(b)	550,963
Delta Air Lines, Inc.		199,354	(b)	2,511,860
U.S. Airways Group, Inc.		228,599	(b,q)	2,288,276
United Continental Holdings, Inc.		180,750	(b,q)	4,305,466

Total				9,656,565


Automobiles (0.8%)
Ford Motor Co.		470,459	(b,q)	7,899,007


Biotechnology (0.7%)
Gilead Sciences, Inc.		180,961	(b)	6,558,027


Capital Markets (3.4%)
Morgan Stanley		441,717		12,019,120
The Bank of New York Mellon Corp.		143,231		4,325,576
The Goldman Sachs Group, Inc.		99,012		16,649,858

Total				32,994,554


Chemicals (2.8%)
Air Products & Chemicals, Inc.		62,741		5,706,294
Chemtura Corp.		22,272	(b)	355,907
EI du Pont de Nemours & Co.		290,153		14,472,832
The Dow Chemical Co.		176,274	(q)	6,017,994

Total				26,553,027


Commercial Banks (0.4%)
Wells Fargo & Co.		124,136		3,846,975


Communications Equipment (0.3%)
Nokia OYJ, ADR		276,009	(c,q)	2,848,413


Computers & Peripherals (0.6%)
Hewlett-Packard Co.		132,125		5,562,463


Diversified Financial Services (4.4%)
Bank of America Corp.		1,563,220	(q)	20,853,354
JPMorgan Chase & Co.		510,918		21,673,141

Total				42,526,495


Diversified Telecommunication Services (2.2%)
AT&T, Inc.		343,396		10,088,974
Verizon Communications, Inc.		300,307	(q)	10,744,985

Total				20,833,959


Electrical Equipment (0.9%)
ABB Ltd., ADR		213,180	(b,c,q)	4,785,891
Emerson Electric Co.		74,525	(q)	4,260,594

Total				9,046,485


Electronic Equipment, Instruments & Components (0.2%)
Tyco Electronics Ltd.		41,086	(c)	1,454,444


Energy Equipment & Services (3.1%)
Baker Hughes, Inc.		142,866	(q)	8,167,649
Halliburton Co.		268,687		10,970,490
National Oilwell Varco, Inc.		63,614		4,278,042
Schlumberger Ltd.		79,018		6,598,003

Total				30,014,184


Food & Staples Retailing (1.2%)
CVS Caremark Corp.		159,592		5,549,014
Wal-Mart Stores, Inc.		115,182		6,211,765

Total				11,760,779


Health Care Providers & Services (0.4%)
WellPoint, Inc.		60,375	(b)	3,432,923


Hotels, Restaurants & Leisure (0.8%)
Carnival Corp. Unit		173,618		8,005,526


Household Durables (0.1%)
Lennar Corp., Class A		47,104		883,200


Industrial Conglomerates (2.8%)
General Electric Co.		354,247		6,479,178
Siemens AG, ADR		117,114	(c)	14,551,414
Tyco International Ltd.		147,649		6,118,575

Total				27,149,167


Insurance (4.3%)
ACE Ltd.		148,747	(c)	9,259,501
Everest Re Group Ltd.		60,425	(c)	5,125,249
The Travelers Companies, Inc.		94,076	(q)	5,240,974
XL Group PLC		1,003,410		21,894,405

Total				41,520,129


IT Services (2.2%)
Accenture PLC, Class A		139,527	(c)	6,765,664
IBM Corp.		51,201	(q)	7,514,259
Mastercard, Inc., Class A		30,201		6,768,346

Total				21,048,269


Life Sciences Tools & Services (1.5%)
Agilent Technologies, Inc.		81,595	(b)	3,380,481
Life Technologies Corp.		73,544	(b)	4,081,692
Thermo Fisher Scientific, Inc.		129,840	(b)	7,187,942

Total				14,650,115


Machinery (4.7%)
Caterpillar, Inc.		129,810	(q)	12,158,004
Deere & Co.		64,089		5,322,591
Eaton Corp.		70,032		7,108,948
Illinois Tool Works, Inc.		204,298	(q)	10,909,513
Ingersoll-Rand PLC		77,789	(c,q)	3,663,084
Parker Hannifin Corp.		69,343		5,984,301

Total				45,146,441


Media (1.4%)
Comcast Corp., Class A		162,329	(q)	3,566,368
Time Warner, Inc.		86,952		2,797,246
Viacom, Inc., Class B		167,072		6,617,722

Total				12,981,336


Metals & Mining (1.9%)
Freeport-McMoRan Copper & Gold, Inc.		65,391		7,852,806
Nucor Corp.		64,282	(q)	2,816,837
Rio Tinto PLC, ADR		42,020	(c,q)	3,011,153
Vale SA, ADR		71,062	(c,q)	2,456,613
Xstrata PLC		109,669	(c)	2,574,510

Total				18,711,919


Multiline Retail (1.5%)
Kohl’s Corp.		116,022	(b)	6,304,635
Target Corp.		126,993	(q)	7,636,090

Total				13,940,725


Multi-Utilities (0.6%)
Dominion Resources, Inc.		144,372	(q)	6,167,572


Oil, Gas & Consumable Fuels (8.0%)
Anadarko Petroleum Corp.		98,861		7,529,254
Apache Corp.		86,915		10,362,875
Chevron Corp.		239,385		21,843,881
ConocoPhillips		112,064		7,631,558
Devon Energy Corp.		54,228		4,257,440
Exxon Mobil Corp.		309,835		22,655,135
Southwestern Energy Co.		46,618	(b)	1,744,912

Total				76,025,055


Pharmaceuticals (3.9%)
Abbott Laboratories		110,290		5,283,994
Bristol-Myers Squibb Co.		285,907	(q)	7,570,817
Merck & Co., Inc.		302,152		10,889,558

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 155

Portfolio of Investments (continued)

RiverSource VP — Balanced Fund


Common Stocks (continued)
Issuer	Shares			Value(a)


Pharmaceuticals (cont.)
Novartis AG, ADR		79,858	(c)	$4,707,629
Pfizer, Inc.		487,976		8,544,460

Total				36,996,458


Road & Rail (0.2%)
CSX Corp.		32,369		2,091,361


Semiconductors & Semiconductor Equipment (1.9%)
Intel Corp.		491,639		10,339,168
LSI Corp.		943,255	(b)	5,650,097
Microchip Technology, Inc.		66,331	(q)	2,269,184

Total				18,258,449


Software (2.8%)
Microsoft Corp.		402,590		11,240,313
Oracle Corp.		498,656		15,607,933

Total				26,848,246


Specialty Retail (1.5%)
Best Buy Co., Inc.		119,965		4,113,600
Home Depot, Inc.		186,019	(q)	6,521,826
Staples, Inc.		149,261	(q)	3,398,673

Total				14,034,099


Tobacco (2.5%)
Lorillard, Inc.		238,512		19,572,295
Philip Morris International, Inc.		83,740		4,901,302

Total				24,473,597


Wireless Telecommunication Services (0.3%)
Sprint Nextel Corp.		586,412	(b,q)	2,480,523


Total Common Stocks
(Cost: $480,963,536)				$650,411,132


Bonds (36.8%)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Foreign Agencies (0.1%)(c)
Pemex Project Funding Master Trust
03-01-18		5.750	%		$245,000		$261,951
06-15-35		6.625			384,000		390,717
Petroleos de Venezuela SA
04-12-17		5.250			663,000		379,568

Total							1,032,236


Sovereign (0.4%)(c)
Argentina Bonos Senior Unsecured
09-12-13		7.000			585,000		588,054
Argentina Government International Bond Senior Unsecured
12-15-35		0.000			631,000	(j)	95,597
Colombia Government International Bond
01-27-17		7.375			305,000		359,900
El Salvador Government International Bond Senior Unsecured
06-15-35		7.650			119,000	(d)	125,843
Indonesia Government International Bond Senior Unsecured
01-17-18		6.875			288,000	(d)	334,080
10-12-35		8.500			235,000	(d)	307,850
Philippine Government International Bond Senior Unsecured
01-14-31		7.750			329,000		405,493
Russian Foreign Bond — Eurobond
03-31-30		7.500			279,240	(d)	322,522
Turkey Government International Bond Senior Unsecured
09-26-16		7.000			100,000		115,000
04-03-18		6.750			309,000		353,033
03-17-36		6.875			527,000		587,604
Uruguay Government International Bond
05-17-17		9.250			146,000		188,340
Uruguay Government International Bond Senior Unsecured
03-21-36		7.625			143,000		169,813
Venezuela Government International Bond
02-26-16		5.750			154,000	(d)	108,570
Venezuela Government International Bond Senior Unsecured
10-08-14		8.500			154,000		130,130

Total							4,191,829


Treasury (0.3%) (c)
Brazil Notas do Tesouro Nacional (BRL)
01-01-13		10.000			150,000		912,156
Indonesia Treasury Bond (IDR) Senior Unsecured
07-15-22		10.250			3,307,000,000		422,854
Mexican Bonos (MXN)
12-17-15		8.000			23,050,000		1,998,069

Total							3,333,079


U.S. Government Obligations & Agencies (4.6%)
Federal Home Loan Banks
12-28-11		1.000			1,000,000		1,006,087
Federal Home Loan Mortgage Corp.
04-18-16		5.250			4,000,000		4,575,532
Federal National Mortgage Association
10-26-15		1.625			430,000		419,112
U.S. Treasury
08-31-12		0.375			180,000		179,677
11-15-12		1.375			3,595,000		3,648,645
01-15-13		1.375			810,000		822,340
02-15-13		1.375			475,000		482,125
03-15-13		1.375			895,000		908,076
02-15-14		4.000			1,780,000		1,939,088
11-30-15		1.375			3,252,000		3,160,284
08-31-16		3.000			378,000		392,411
07-31-17		2.375			4,670,000		4,608,706
08-15-20		2.625			3,000,000		2,844,141
11-15-20		2.625			2,140,000		2,018,621
02-15-40		4.625			2,900,000		3,037,750
05-15-40		4.375			4,000,000		4,019,360
08-15-40		3.875			6,725,000		6,194,356
U.S. Treasury Inflation-Indexed Bond
07-15-12		3.000			687,243	(p)	730,012
07-15-17		2.625			1,055,230	(p)	1,200,947
01-15-29		2.500			789,446	(p)	895,810

Total							43,083,080


Asset-Backed (2.2%)
Access Group, Inc. Series 2005-1 Class A1
06-22-18		0.383			554,771	(i)	554,065
AmeriCredit Automobile Receivables Trust Series 2010-1 Class A3
03-17-14		1.660			550,000		552,547
Avis Budget Rental Car Funding AESOP LLC Series 2010-2A Class A
08-20-14		3.630			400,000	(d)	410,964
Chrysler Financial Lease Trust Series 2010-A Class A2
06-15-11		1.780			2,114,423	(d)	2,116,634
Chrysler Financial Lease Trust Series 2010-A Class C
09-16-13		4.490			1,350,000	(d)	1,350,566
Citibank Credit Card Issuance Trust Series 2008-C6 Class C6
06-20-14		6.300			800,000		846,261
CitiFinancial Auto Issuance Trust Series 2009-1 Class A2
11-15-12		1.830			1,882,593	(d)	1,888,360
Countrywide Asset-Backed Certificates Series 2006-4 Class 1A1M
07-25-36		0.521			335,891	(i)	221,941
Crown Castle Towers LLC Senior Secured
01-15-15		4.523			1,000,000	(d)	1,036,640
Deutsche Mortgage Securities, Inc. CMO Series 2009-RS2 Class 4A1
04-26-37		0.383			592,237	(d,i)	581,471
DT Auto Owner Trust Series 2009-1 Class A1
10-15-15		2.980			1,076,053	(d)	1,081,920
DT Auto Owner Trust Series 2010-1A Class A2
12-17-12		0.990			1,030,000	(d)	1,030,182
Ford Credit Floorplan Master Owner Trust Series 2006-4 Class A
06-15-13		0.510			500,000	(i)	498,552
GTP Towers Issuer LLC
02-15-15		4.436			300,000	(d)	317,546
Hertz Vehicle Financing LLC Series 2009-2A Class A1
03-25-14		4.260			900,000	(d)	936,403
Hertz Vehicle Financing LLC Series 2010-1A Class A1
02-25-15		2.600			500,000	(d)	499,465

See accompanying Notes to Portfolio of Investments.

156 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Balanced Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Asset-Backed (cont.)
Morgan Stanley Resecuritization Trust Series 2010-F Class A
06-17-13		0.511	%		$700,000	(d,i)	$698,360
National Collegiate Student Loan Trust CMO I.O. Series 2006-2 Class AIO
08-25-11		10.040			2,325,000	(m)	68,529
National Collegiate Student Loan Trust CMO I.O. Series 2006-3 Class AIO
01-25-12		5.880			3,400,000	(m)	187,999
Renaissance Home Equity Loan Trust Series 2005-4 Class A3
02-25-36		5.565			550,511		522,935
Santander Drive Auto Receivables Trust Series 2010-2 Class A2
08-15-13		0.950			1,150,000		1,149,859
SBA Tower Trust
04-15-15		4.254			1,000,000	(d)	1,041,735
Sierra Receivables Funding Co. Series 2007-2A Class A2 (NPFGC)
09-20-19		1.261			620,305	(d,i,o)	602,471
Sierra Receivables Funding Co. Series 2010-1A Class A1
07-20-26		4.480			162,550	(d)	165,608
Sierra Receivables Funding Co. Series 2010-2A Class A
11-20-25		3.840			342,641	(d)	343,105
Sierra Receivables Funding Co. Series 2010-3A Class A
11-20-25		3.510			323,082	(d)	321,337
SLM Student Loan Trust Series 2006-C Class A2
09-15-20		0.352			601,046	(i)	592,475
Triad Auto Receivables Owner Trust Series 2006-B Class A4 (AGM)
11-12-12		5.520			355,708	(o)	356,185
Triad Auto Receivables Owner Trust Series 2006-C Class A4 (AMBAC)
05-13-13		5.310			1,037,464	(o)	1,050,907

Total							21,025,022


Commercial Mortgage-Backed (4.2%)(f)
Americold LLC Trust Series 2010-ARTA Class A1
01-14-29		3.847			650,000	(d)	651,245
Banc of America Commercial Mortgage, Inc. Series 2005-3 Class A3A
07-10-43		4.621			675,000		698,475
Banc of America Commercial Mortgage, Inc. Series 2005-3 Class A4
07-10-43		4.668			625,000		656,492
Banc of America Commercial Mortgage, Inc. Series 2005-6 Class A4
09-10-47		5.195			850,000		912,950
Bear Stearns Commercial Mortgage Securities Series 2007-PW18 Class A1
06-13-50		5.038			138,179		139,835
CDC Commercial Mortgage Trust Series 2002-FX1 Class A2
11-15-30		5.676			2,237,669		2,275,856
Citigroup Commercial Mortgage Trust Series 2006-C5 Class A4
10-15-49		5.431			650,000		694,238
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-CD1 Class ASB
07-15-44		5.222			752,242		800,475
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2007-CD4 Class A4
12-11-49		5.322			1,000,000		1,041,975
Commercial Mortgage Pass-Through Certificates Series 2006-CN2A Class BFL
02-05-19		0.571			600,000	(d,i)	574,025
Commercial Mortgage Pass-Through Certificates Series 2007-C9 Class A4
12-10-49		5.815			625,000		672,450
Credit Suisse First Boston Mortgage Securities Corp. Series 2004-C1 Class A4
01-15-37		4.750			705,000		738,551
Credit Suisse First Boston Mortgage Securities Corp. Series 2004-C2 Class A1
05-15-36		3.819			147,286		149,155
Extended Stay America Trust Series 2010-ESHA Class A
11-05-27		2.951			698,878	(d)	687,466
Federal National Mortgage Association CMO Series 2002-M2 Class C
08-25-12		4.717			190,882		199,766
FREMPF Mortgage Trust CMO Series 2010-K6 Class B
12-26-46		5.357			300,000	(d)	264,925
GE Capital Commercial Mortgage Corp. Series 2001-3 Class A2
06-10-38		6.070			600,000		616,098
General Electric Capital Assurance Co. Series 2003-1 Class A4
05-12-35		5.254			881,688	(d)	934,597
General Electric Capital Assurance Co. Series 2003-1 Class A5
05-12-35		5.743			400,000	(d)	438,371
Greenwich Capital Commercial Funding Corp. Series 2003-C1 Class A3
07-05-35		3.858			488,945		498,817
Greenwich Capital Commercial Funding Corp. Series 2004-GG1 Class A5
06-10-36		4.883			498,728		504,062
Greenwich Capital Commercial Funding Corp. Series 2007-GG11 Class A4
12-10-49		5.736			150,000		158,089
Greenwich Capital Commercial Funding Corp. Series 2007-GG9 Class A4
03-10-39		5.444			3,475,000		3,661,184
GS Mortgage Securities Corp. II Series 2004-GG2 Class A3
08-10-38		4.602			109,745		110,296
GS Mortgage Securities Corp. II Series 2007-EOP Class J
03-06-20		1.120			1,700,000	(d,i)	1,520,575
GS Mortgage Securities Corp. II Series 2007-GG10 Class F
08-10-45		5.808			1,050,000		86,214
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-LN1 Class A1
10-15-37		4.134			519,442		540,524
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-ML1A Class A1
03-12-39		3.972			288,255		294,720
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-CBX Class A3
01-12-37		4.184			412,282		412,776
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP2 Class A3
07-15-42		4.697			350,000		358,522
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP3 Class ASB
08-15-42		4.893			755,315		789,064
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP5 Class A4
12-15-44		5.203			950,000		1,024,085
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-LDP6 Class ASB
04-15-43		5.490			275,000		291,385
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2009-IWST Class A1
12-05-27		4.314			418,583	(d)	438,574
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2009-IWST Class A2
12-05-27		5.633			500,000	(d)	537,045
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2010-C1 Class A1
06-15-43		3.853			495,235	(d)	508,435
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2010-C2 Class A3
11-15-43		4.070			300,000	(d)	285,274
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2010-CNTR Class A2
08-05-32		4.311			700,000	(d)	662,736
LB-UBS Commercial Mortgage Trust Series 2004-C2 Class A3
03-15-29		3.973			1,250,000		1,270,800
LB-UBS Commercial Mortgage Trust Series 2005-C5 Class AAB
09-15-30		4.930			350,837		368,766
LB-UBS Commercial Mortgage Trust Series 2006-C4 Class AAB
06-15-32		5.856			1,075,000		1,157,245
LB-UBS Commercial Mortgage Trust Series 2007-C7 Class A3
09-15-45		5.866			1,200,000		1,267,598
Merrill Lynch Mortgage Trust Series 2008-C1 Class A1
02-12-51		4.706			204,661		208,122

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 157

Portfolio of Investments (continued)

RiverSource VP — Balanced Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Commercial Mortgage-Backed (cont.)
Morgan Stanley Capital I Series 2004-HQ4 Class A5
04-14-40		4.590	%		$1,850,000		$1,858,381
Morgan Stanley Capital I Series 2006-T23 Class AAB
08-12-41		5.795			850,000		921,599
Morgan Stanley Reremic Trust Series 2009-GG10 Class A4A
08-12-45		5.807			1,325,000	(d,i)	1,416,752
Morgan Stanley Reremic Trust Series 2010-GG10 Class A4A
08-12-45		6.002			3,325,000	(d)	3,555,244
Wachovia Bank Commercial Mortgage Trust Series 2005-C20 Class A5
07-15-42		5.087			1,250,000		1,276,200
Wachovia Bank Commercial Mortgage Trust Series 2006-C24 Class APB
03-15-45		5.576			650,000		687,509
Wachovia Bank Commercial Mortgage Trust Series 2006-C27 Class APB
07-15-45		5.727			900,000		948,994

Total							40,766,532


Residential Mortgage-Backed (12.2%)(f,u)
Chaseflex Trust CMO Series 2005-2 Class 2A2
06-25-35		6.500			1,581,357		1,474,435
Citigroup Mortgage Loan Trust, Inc. CMO Series 2010-6 Class 1A1
05-25-35		4.750			1,838,753	(d)	1,880,173
Countrywide Alternative Loan Trust CMO Series 2003-11T1 Class A1
07-25-18		4.750			424,103		430,519
Countrywide Home Loan Mortgage Pass-Through Trust CMO Series 2005-R2 Class 2A1
06-25-35		7.000			995,261	(d)	1,013,159
Federal Home Loan Mortgage Corp.
01-01-26		3.500			2,300,000	(g)	2,313,657
01-01-41		6.000			7,500,000	(g)	8,123,438
Federal Home Loan Mortgage Corp. #C53878
12-01-30		5.500			1,357,285		1,456,712
Federal Home Loan Mortgage Corp. #C65869
04-01-32		6.000			593,535		662,935
Federal Home Loan Mortgage Corp. #C66871
05-01-32		6.500			1,550,404		1,763,481
Federal Home Loan Mortgage Corp. #C71514
07-01-32		6.500			71,747		80,673
Federal Home Loan Mortgage Corp. #C90598
10-01-22		6.500			162,423		179,990
Federal Home Loan Mortgage Corp. #C90767
12-01-23		6.000			1,127,455		1,239,249
Federal Home Loan Mortgage Corp. #D32310
11-01-22		8.000			4,914		5,541
Federal Home Loan Mortgage Corp. #D55755
08-01-24		8.000			42,315		49,417
Federal Home Loan Mortgage Corp. #D96300
10-01-23		5.500			209,086		224,213
Federal Home Loan Mortgage Corp. #E01127
02-01-17		6.500			107,697		117,346
Federal Home Loan Mortgage Corp. #E01419
05-01-18		5.500			571,472		616,475
Federal Home Loan Mortgage Corp. #E81009
07-01-15		7.500			24,339		24,732
Federal Home Loan Mortgage Corp. #E98725
08-01-18		5.000			1,531,165		1,631,737
Federal Home Loan Mortgage Corp. #E99684
10-01-18		5.000			850,967		916,399
Federal Home Loan Mortgage Corp. #G01410
04-01-32		7.000			280,378		319,657
Federal Home Loan Mortgage Corp. #G01864
01-01-34		5.000			1,190,920		1,257,213
Federal Home Loan Mortgage Corp. CMO I.O. Series 2795 Class IY
07-15-17		85.440			236,764	(m)	3,100
Federal Home Loan Mortgage Corp. CMO I.O. Series 2817 Class SA
06-15-32		20.000			559,449	(m)	41,960
Federal Home Loan Mortgage Corp. CMO I.O. Series 2936 Class AS
02-15-35		12.810			517,254	(m)	75,825
Federal Home Loan Mortgage Corp. CMO I.O. Series 2950 Class SM
03-15-35		2.330			674,379	(m)	82,079
Federal Home Loan Mortgage Corp. CMO I.O. Series 3256 Class S
12-15-36		18.708			1,429,720	(m)	196,150
Federal Home Loan Mortgage Corp. CMO I.O. Series 3639 Class SC
02-15-40		22.273			949,460	(m)	100,948
Federal National Mortgage Association
01-01-26		3.500			1,260,000	(g)	1,268,663
01-01-26		4.500			5,450,000	(g)	5,713,131
01-01-26		5.500			750,000	(g)	806,250
01-01-41		4.000			10,350,000	(g)	10,295,020
01-01-41		4.500			11,050,000	(g)	11,341,785
01-01-41		5.500			1,975,000	(g)	2,112,942
01-01-41		6.000			7,680,000	(g)	8,347,199
01-01-41		6.500			3,500,000	(g)	3,889,375
Federal National Mortgage Association #190899
04-01-23		8.500			64,628		71,543
Federal National Mortgage Association #190944
05-01-24		6.000			397,693		438,677
Federal National Mortgage Association #190988
06-01-24		9.000			42,351		49,419
Federal National Mortgage Association #250322
08-01-25		7.500			7,278		8,315
Federal National Mortgage Association #250384
11-01-25		7.500			100,802		115,161
Federal National Mortgage Association #250495
03-01-26		7.000			106,496		120,878
Federal National Mortgage Association #254494
08-01-22		7.000			140,139		160,172
Federal National Mortgage Association #254675
01-01-23		6.500			193,358		213,824
Federal National Mortgage Association #254708
02-01-23		7.000			49,404		56,164
Federal National Mortgage Association #304279
02-01-25		8.500			67,548		78,349
Federal National Mortgage Association #309341
05-01-25		8.500			24,182		28,049
Federal National Mortgage Association #323606
03-01-29		6.500			27,207		30,592
Federal National Mortgage Association #433310
08-01-28		6.500			139,868		157,270
Federal National Mortgage Association #440730
12-01-28		6.000			103,225		115,570
Federal National Mortgage Association #505122
07-01-29		7.000			423,150		481,497
Federal National Mortgage Association #50553
04-01-22		8.000			48,710		56,212
Federal National Mortgage Association #510587
08-01-29		7.000			84,121		95,720
Federal National Mortgage Association #540041
02-01-29		7.000			486,544		552,250
Federal National Mortgage Association #545489
03-01-32		6.500			98,013		110,207
Federal National Mortgage Association #545684
05-01-32		7.500			84,813		97,329
Federal National Mortgage Association #545885
08-01-32		6.500			162,529		183,912
Federal National Mortgage Association #555376
04-01-18		4.500			384,950		407,807
Federal National Mortgage Association #555734
07-01-23		5.000			925,440		985,506
Federal National Mortgage Association #615135
11-01-16		6.000			59,705		64,995
Federal National Mortgage Association #642346
05-01-32		7.000			383,375		436,953
Federal National Mortgage Association #643381
06-01-17		6.000			45,208		49,312
Federal National Mortgage Association #645277
05-01-32		7.000			30,674		34,961
Federal National Mortgage Association #645569
06-01-32		7.000			255,476		291,181
Federal National Mortgage Association #646446
06-01-17		6.500			84,629		92,603
Federal National Mortgage Association #650105
08-01-17		6.500			209,025	(n)	228,719
Federal National Mortgage Association #662197
09-01-32		6.500			151,272		170,093
Federal National Mortgage Association #670387
08-01-32		7.000			132,494		150,858
Federal National Mortgage Association #670711
10-01-32		7.000			96,457		109,938
Federal National Mortgage Association #673179
02-01-18		6.000			163,422		178,257
Federal National Mortgage Association #676511
12-01-32		7.000			72,285		82,388
Federal National Mortgage Association #678397
12-01-32		7.000			523,858	(n)	597,070

See accompanying Notes to Portfolio of Investments.

158 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Balanced Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Residential Mortgage-Backed (cont.)
Federal National Mortgage Association #687887
03-01-33		5.500	%		$974,056		$1,056,528
Federal National Mortgage Association #689093
07-01-28		5.500			399,204		431,300
Federal National Mortgage Association #694546
03-01-33		5.500			401,940	(n)	433,251
Federal National Mortgage Association #703726
02-01-33		5.000			1,113,008		1,182,044
Federal National Mortgage Association #725284
11-01-18		7.000			41,574		43,640
Federal National Mortgage Association #726940
08-01-23		5.500			165,966		179,746
Federal National Mortgage Association #735382
04-01-35		5.000			1,301,609		1,375,022
Federal National Mortgage Association #735579
06-01-35		5.000			1,505,695		1,590,618
Federal National Mortgage Association #747642
11-01-28		5.500			175,104		189,182
Federal National Mortgage Association #753074
12-01-28		5.500			886,621		957,904
Federal National Mortgage Association #755598
11-01-28		5.000			338,569		359,569
Federal National Mortgage Association #761031
01-01-34		5.000			257,281		272,982
Federal National Mortgage Association #768117
08-01-34		5.469			394,075	(i)	417,588
Federal National Mortgage Association #961840
03-01-38		5.500			2,554,968		2,753,197
Federal National Mortgage Association #972006
02-01-38		5.500			2,353,201		2,519,230
Federal National Mortgage Association #AD6420
06-01-40		5.000			1,401,819		1,474,750
Federal National Mortgage Association #AD8486
08-01-40		5.000			2,910,786		3,062,224
Federal National Mortgage Association #AE7536
10-01-40		4.500			2,989,956		3,071,893
Federal National Mortgage Association CMO I.O. Series 2003-63 Class IP
07-25-33		1.000			1,927,346	(m)	414,787
Federal National Mortgage Association CMO I.O. Series 2003-71 Class IM
12-25-31		20.000			836,475	(m)	92,799
Federal National Mortgage Association CMO I.O. Series 2004-53 Class QC
02-25-34		8.790			617,098	(m)	65,394
Federal National Mortgage Association CMO I.O. Series 2004-64 Class SW
08-25-34		11.420			257,489	(m)	43,441
Federal National Mortgage Association CMO I.O. Series 2004-84 Class GI
12-25-22		24.840			260,665	(m)	17,033
Federal National Mortgage Association CMO I.O. Series 2006-33 Class JS
05-25-36		11.450			716,985	(m)	106,217
Federal National Mortgage Association CMO I.O. Series 2007-15 Class NI
03-25-22		17.076			924,615	(m)	115,625
Federal National Mortgage Association CMO I.O. Series 2007-30 Class MI
04-25-37		1.000			2,344,455	(m)	507,731
Federal National Mortgage Association CMO I.O. Series 2008-7 Class SA
02-25-38		7.933			925,284	(m)	159,813
Federal National Mortgage Association CMO I.O. Series 2009-87 Class NS
11-25-39		15.030			1,197,221	(m)	164,125
Federal National Mortgage Association CMO I.O. Series 2010-4 Class SK
02-25-40		14.070			1,042,697	(m)	135,672
Government National Mortgage Association
01-01-41		4.000			6,000,000	(g)	6,040,314
01-01-41		4.500			1,750,000	(g)	1,816,719
Government National Mortgage Association #604708
10-15-33		5.500			984,890		1,069,986
Government National Mortgage Association #619592
09-15-33		5.000			1,092,625		1,166,146
Government National Mortgage Association CMO I.O. Series 2002-66 Class SA
12-16-25		25.055			472,340	(m)	74,804
Government National Mortgage Association CMO I.O. Series 2002-80 Class CI
01-20-32		7.233			3,909	(m)	17
Government National Mortgage Association CMO I.O. Series 2009-106 Class CM
01-16-34		25.384			1,536,272	(m)	192,401
Government National Mortgage Association CMO I.O. Series 2009-87 Class SK
08-20-32		7.700			2,178,056	(m)	229,389
Government National Mortgage Association CMO I.O. Series 2010-14 Class AV
02-16-40		15.920			681,530	(m)	101,171
GSR Mortgage Loan Trust CMO Series 2004-6F Class 2A4
05-25-34		5.500			717,557	(s)	736,606
MASTR Alternative Loans Trust CMO Series 2004-4 Class 2A1
05-25-34		6.000			986,238		986,298
MASTR Alternative Loans Trust CMO Series 2004-7 Class 8A1
08-25-19		5.000			1,825,904		1,822,356
MASTR Alternative Loans Trust CMO Series 2004-8 Class 7A1
09-25-19		5.000			1,018,875		982,339
Morgan Stanley Reremic Trust CMO Series 2010-R9 Class 3B
11-26-36		5.000			850,000	(d)	850,000

Total							116,419,180


Aerospace & Defense (—%)
Esterline Technologies Corp.
08-01-20		7.000			10,000	(d)	10,350
Mantech International Corp.
04-15-18		7.250			38,000		39,710
Oshkosh Corp.
03-01-17		8.250			96,000		104,400
03-01-20		8.500			78,000		85,605
TransDigm, Inc. Senior Subordinated Notes
12-15-18		7.750			97,000	(d)	100,395

Total							340,460


Automotive (—%)
Lear Corp.
03-15-18		7.875			201,000		214,568
03-15-20		8.125			77,000		83,930

Total							298,498


Banking (1.3%)
Bank of America Corp. Senior Unsecured
05-01-18		5.650			720,000		742,689
07-01-20		5.625			1,920,000		1,950,732
Bank of Montreal
06-09-15		2.850			760,000	(c,d)	768,225
Bank of Nova Scotia
10-29-15		1.650			2,360,000	(c,d)	2,267,967
Citigroup, Inc. Senior Unsecured
08-09-20		5.375			235,000		244,167
HSBC Holdings PLC Subordinated Notes
06-01-38		6.800			600,000	(c)	648,790
JPMorgan Chase & Co. Senior Unsecured
10-15-20		4.250			1,335,000		1,303,828
Morgan Stanley Senior Unsecured
07-24-20		5.500			1,445,000		1,459,846
Santander U.S. Debt SA Unipersonal Bank Guaranteed
10-07-15		3.781			600,000	(c,d)	562,628
The Toronto-Dominion Bank
07-29-15		2.200			2,325,000	(c,d)	2,294,742

Total							12,243,614


Building Materials (—%)
Associated Materials LLC Senior Secured
11-01-17		9.125			55,000	(d)	57,750
Interface, Inc. Senior Notes
12-01-18		7.625			25,000	(d)	25,750

Total							83,500


Chemicals (0.2%)
Airgas, Inc.
10-01-18		7.125			325,000		359,125
Ashland, Inc.
06-01-17		9.125			130,000		149,825

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 159

Portfolio of Investments (continued)

RiverSource VP — Balanced Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Chemicals (cont.)
Celanese U.S. Holdings LLC
10-15-18		6.625	%		$148,000	(d)	$152,810
CF Industries, Inc.
05-01-18		6.875			215,000		230,050
05-01-20		7.125			45,000		49,275
Hexion U.S. Finance Corp./Nova Scotia ULC Senior Secured
02-01-18		8.875			50,000		53,438
Invista
05-01-12		9.250			35,000	(d)	35,539
LyondellBasell Industries Senior Secured
11-01-17		8.000			345,000	(d)	382,949
Nalco Co. Senior Notes
01-15-19		6.625			225,000	(d)	230,063
Nova Chemicals Corp. Senior Unsecured
11-01-16		8.375			84,000	(c)	89,460
Polypore International, Inc. Senior Notes
11-15-17		7.500			75,000	(d)	76,500

Total							1,809,034


Construction Machinery (0.1%)
Case New Holland, Inc. Senior Notes
12-01-17		7.875			194,000	(d)	213,400
The Manitowoc Co., Inc.
11-01-13		7.125			315,000		317,756
11-01-20		8.500			50,000		53,125

Total							584,281


Consumer Products (0.1%)
Central Garden and Pet Co.
03-01-18		8.250			35,000		35,788
Jarden Corp.
05-01-16		8.000			225,000		244,969
Spectrum Brands Holdings, Inc. Senior Secured
06-15-18		9.500			239,000	(d)	262,899

Total							543,656


Diversified Manufacturing (—%)
Pinafore LLC/Inc. Senior Secured
10-01-18		9.000			20,000	(d)	21,700
SPX Corp.
09-01-17		6.875			214,000	(d)	227,375

Total							249,075


Electric (3.0%)
Arizona Public Service Co. Senior Unsecured
08-01-16		6.250			420,000		469,413
CenterPoint Energy Houston Electric LLC
03-01-14		7.000			700,000		800,261
CMS Energy Corp. Senior Unsecured
09-30-15		4.250			405,000		400,950
12-15-15		6.875			440,000		480,131
02-01-20		6.250			265,000		269,638
Consumers Energy Co. 1st Mortgage
02-15-17		5.150			205,000		224,165
Dominion Resources, Inc. Senior Unsecured
08-01-33		5.250			1,390,000		1,530,090
DTE Energy Co. Senior Unsecured
05-15-14		7.625			1,430,000		1,648,249
Duke Energy Corp. Senior Unsecured
02-01-14		6.300			830,000		924,491
Indiana Michigan Power Co. Senior Unsecured
03-15-37		6.050			730,000		759,284
KCP&L Greater Missouri Operations Co. Senior Unsecured
07-01-12		11.875			205,000		232,533
Majapahit Holding BV
10-17-16		7.750			100,000	(c,d)	115,500
Metropolitan Edison Co. Senior Unsecured
03-15-13		4.950			90,000		94,884
Midwest Generation LLC Pass-Through Certificates
01-02-16		8.560			367,918		371,598
Nevada Power Co.
01-15-15		5.875			405,000		451,614
05-15-18		6.500			430,000		494,889
08-01-18		6.500			850,000		984,188
Nisource Finance Corp.
03-01-13		6.150			1,800,000		1,963,627
07-15-14		5.400			305,000		329,972
09-15-17		5.250			1,740,000		1,827,849
09-15-20		5.450			780,000		803,793
NRG Energy, Inc.
01-15-17		7.375			577,000		594,310
Ohio Edison Co. Senior Unsecured
05-01-15		5.450			170,000		184,738
Ohio Power Co. Senior Unsecured
06-01-16		6.000			450,000		506,580
PacifiCorp 1st Mortgage
09-15-13		5.450			1,475,000		1,616,144
PPL Electric Utilities Corp. 1st Mortgage
11-30-13		7.125			970,000		1,120,930
Progress Energy, Inc. Senior Unsecured
03-15-14		6.050			480,000		533,061
12-01-39		6.000			230,000		244,001
Sierra Pacific Power Co.
05-15-16		6.000			2,495,000		2,825,904
Tampa Electric Co. Senior Unsecured
05-15-18		6.100			720,000		810,515
The Cleveland Electric Illuminating Co. 1st Mortgage
11-15-18		8.875			2,455,000		3,121,375
The Detroit Edison Co. Senior Secured
10-01-13		6.400			780,000		880,026
The Toledo Edison Co. 1st Mortgage
05-01-20		7.250			165,000		195,040
The Toledo Edison Co. Senior Secured
05-15-37		6.150			295,000		304,734
TransAlta Corp. Senior Unsecured
01-15-15		4.750			605,000	(c)	639,244

Total							28,753,721


Entertainment (0.1%)
Regal Cinemas Corp.
07-15-19		8.625			125,000		132,500
Speedway Motorsports, Inc.
06-01-16		8.750			245,000		264,600
United Artists Theatre Circuit, Inc. 1995-A Pass-Through Certificates
07-01-15		9.300			813,785	(l,r)	813,215

Total							1,210,315


Food and Beverage (1.0%)
Anheuser-Busch InBev Worldwide, Inc.
01-15-14		7.200			560,000	(d)	640,413
11-15-14		5.375			2,190,000	(d)	2,412,839
Bacardi Ltd.
04-01-14		7.450			150,000	(c,d)	172,545
Cott Beverages, Inc.
09-01-18		8.125			21,000		22,628
Del Monte Corp.
10-15-19		7.500			124,000		144,615
Kraft Foods, Inc. Senior Unsecured
08-11-17		6.500			1,610,000		1,873,104
02-01-18		6.125			830,000		948,105
SABMiller PLC Senior Unsecured
01-15-14		5.700			2,195,000	(c,d)	2,423,940
07-15-18		6.500			490,000	(c,d)	572,703

Total							9,210,892

See accompanying Notes to Portfolio of Investments.

160 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Balanced Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Gaming (—%)
MGM Resorts International Senior Secured
11-15-17		11.125	%		$210,000		$241,500
Seneca Gaming Corp.
12-01-18		8.250			72,000	(d)	72,180

Total							313,680


Gas Distributors (—%)
Energy Transfer Equity LP
10-15-20		7.500			175,000		182,000


Gas Pipelines (1.5%)
CenterPoint Energy Resources Corp. Senior Unsecured
02-15-11		7.750			1,760,000		1,773,247
04-01-13		7.875			680,000		768,696
Colorado Interstate Gas Co. Senior Unsecured
11-15-15		6.800			3,964,000		4,566,626
El Paso Corp. Senior Unsecured
09-15-20		6.500			195,000	(d)	195,975
Northwest Pipeline GP Senior Unsecured
06-15-16		7.000			180,000		213,124
04-15-17		5.950			1,305,000		1,471,411
Regency Energy Partners LP/Finance Corp.
06-01-16		9.375			110,000		120,725
12-01-18		6.875			50,000		50,688
Southern Natural Gas Co. Senior Unsecured
04-01-17		5.900			1,915,000	(d)	2,053,574
Southern Star Central Corp. Senior Notes
03-01-16		6.750			455,000		459,550
Transcontinental Gas Pipe Line Co. LLC Senior Unsecured
08-15-11		7.000			535,000		554,945
04-15-16		6.400			1,627,000		1,870,987

Total							14,099,548


Health Care (0.2%)
Cardinal Health, Inc. Senior Unsecured
06-15-12		5.650			740,000		782,718
HCA, Inc. Senior Secured
09-15-20		7.250			575,000		600,875
LifePoint Hospitals, Inc.
10-01-20		6.625			37,000	(d)	36,723
Omnicare, Inc.
06-01-13		6.125			46,000		46,230

Total							1,466,546


Health Care Insurance (—%)
UnitedHealth Group, Inc. Senior Unsecured
10-15-40		5.700			145,000		144,371


Home Construction (—%)
K Hovnanian Enterprises, Inc. Senior Secured
10-15-16		10.625			135,000		138,375


Independent Energy (0.7%)
Anadarko Petroleum Corp. Senior Unsecured
09-15-16		5.950			1,395,000		1,498,633
Berry Petroleum Co. Senior Unsecured
11-01-20		6.750			30,000		30,150
Chesapeake Energy Corp.
08-15-20		6.625			350,000		343,000
Concho Resources, Inc. Senior Notes
01-15-21		7.000			70,000		71,750
Continental Resources, Inc.
04-01-21		7.125			42,000	(d)	44,100
Denbury Resources, Inc.
04-01-13		7.500			110,000		111,100
03-01-16		9.750			220,000		245,300
EnCana Corp. Senior Unsecured
11-01-11		6.300			2,290,000	(c)	2,393,817
EXCO Resources, Inc.
09-15-18		7.500			110,000		107,525
Petrohawk Energy Corp.
08-01-14		10.500			150,000		171,000
Pioneer Natural Resources Co. Senior Unsecured
01-15-20		7.500			10,000		10,975
QEP Resources, Inc. Senior Unsecured
03-01-21		6.875			110,000		115,500
Quicksilver Resources, Inc.
08-01-15		8.250			274,000		284,275
Range Resources Corp.
05-15-19		8.000			405,000		440,944
Woodside Finance Ltd.
11-10-14		4.500			825,000	(c,d)	865,767

Total							6,733,836


Integrated Energy (0.1%)
Petro-Canada Senior Unsecured
07-15-13		4.000			120,000	(c)	126,266
05-15-18		6.050			300,000	(c)	340,850
TNK-BP Finance SA
03-13-18		7.875			200,000	(c,d)	226,184

Total							693,300


Lodging (—%)
Wyndham Worldwide Corp. Senior Unsecured
02-01-18		5.750			58,000		58,976


Media Cable (0.3%)
Cablevision Systems Corp. Senior Unsecured
09-15-17		8.625			285,000		310,294
CCO Holdings LLC/Capital Corp.
04-30-18		7.875			91,000		94,185
Comcast Corp.
07-01-39		6.550			345,000		375,198
CSC Holdings LLC Senior Unsecured
02-15-18		7.875			60,000		66,750
DIRECTV Holdings LLC/Financing Co., Inc.
02-15-16		3.125			1,140,000		1,124,799
DISH DBS Corp.
02-01-16		7.125			295,000		304,588
09-01-19		7.875			230,000		240,350
Time Warner Cable, Inc.
11-15-40		5.875			770,000		761,807

Total							3,277,971


Media Non-Cable (0.5%)
Entravision Communications Corp. Senior Secured
08-01-17		8.750			190,000	(d)	199,975
Intelsat Jackson Holdings SA Senior Unsecured
10-15-20		7.250			215,000	(c,d)	217,150
Lamar Media Corp.
04-01-14		9.750			95,000		109,250
Reed Elsevier Capital, Inc.
08-01-11		6.750			543,000		562,078
RR Donnelley & Sons Co. Senior Unsecured
04-01-14		4.950			235,000		240,767
01-15-17		6.125			1,910,000		1,952,471
TCM Sub LLC
01-15-15		3.550			1,185,000	(d)	1,214,553
XM Satellite Radio, Inc.
11-01-18		7.625			141,000	(d)	145,583

Total							4,641,827


Metals (0.3%)
ArcelorMittal Senior Unsecured
06-01-19		9.850			390,000	(c)	492,889
08-05-20		5.250			495,000	(c)	489,368
10-15-39		7.000			405,000	(c)	420,302
Arch Coal, Inc.
10-01-20		7.250			10,000		10,513
Arch Western Finance LLC
07-01-13		6.750			139,000		140,390
Consol Energy, Inc.
04-01-17		8.000			95,000	(d)	101,413
04-01-20		8.250			303,000	(d)	327,240

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 161

Portfolio of Investments (continued)

RiverSource VP — Balanced Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Metals (cont.)
FMG Resources August 2006 Pty Ltd. Senior Notes
11-01-15		7.000	%		$160,000	(c,d)	$164,645
02-01-16		6.375			75,000	(c,d)	75,000
Novelis, Inc.
12-15-17		8.375			105,000	(c,d)	108,675
12-15-20		8.750			100,000	(c,d)	103,750
Peabody Energy Corp.
09-15-20		6.500			155,000		165,463
Rain CII Carbon LLC/Corp. Senior Secured
12-01-18		8.000			90,000	(d)	94,275
United States Steel Corp. Senior Unsecured
02-01-18		7.000			49,000		49,735
04-01-20		7.375			287,000		291,305

Total							3,034,963


Non-Captive Diversified (0.4%)
Ally Financial, Inc.
03-15-20		8.000			335,000		365,988
CIT Group, Inc. Senior Secured
05-01-16		7.000			320,000		321,200
General Electric Capital Corp. Senior Unsecured
09-16-20		4.375			3,045,000		2,996,758
International Lease Finance Corp. Senior Unsecured
12-15-20		8.250			145,000		149,350

Total							3,833,296


Oil Field Services (0.1%)
Expro Finance Luxembourg SCA Senior Secured
12-15-16		8.500			15,000	(c,d)	14,409
Frac Tech Services LLC/Finance, Inc.
11-15-18		7.125			75,000	(d)	76,125
Gazprom Via Gaz Capital SA Senior Unsecured
11-22-16		6.212			350,000	(c,d)	368,812
Precision Drilling Corp.
11-15-20		6.625			60,000	(c,d)	61,050

Total							520,396


Other Financial Institutions (—%)
Cardtronics, Inc.
09-01-18		8.250			140,000		146,300


Other Industry (—%)
Interline Brands, Inc.
11-15-18		7.000			42,000	(d)	42,630
Valmont Industries, Inc.
04-20-20		6.625			317,000		330,757

Total							373,387


Packaging (0.1%)
Ardagh Packaging Finance PLC Senior Secured
10-15-17		7.375			68,000	(c,d)	70,125
Ball Corp.
09-01-19		7.375			60,000		64,500
09-15-20		6.750			153,000		160,650
Crown Americas LLC/Capital Corp.
11-15-15		7.750			200,000		208,000
Crown Americas LLC/Capital Corp. II
05-15-17		7.625			160,000		172,000
Greif, Inc. Senior Unsecured
02-01-17		6.750			125,000		130,625
Reynolds Group Issuer, Inc./LLC Senior Secured
10-15-16		7.750			177,000	(d)	186,514
04-15-19		7.125			126,000	(d)	128,205

Total							1,120,619


Paper (0.1%)
Cascades, Inc.
12-15-17		7.750			290,000	(c)	302,325
Georgia-Pacific LLC
11-01-20		5.400			584,000	(d)	577,388
Graphic Packaging International, Inc.
06-15-17		9.500			95,000		103,669
10-01-18		7.875			21,000		21,998

Total							1,005,380


Pharmaceuticals (0.1%)
Mylan, Inc.
11-15-18		6.000			85,000	(d)	83,513
Valeant Pharmaceuticals International
10-01-20		7.000			395,000	(d)	390,062
Warner Chilcott Co. LLC/Finance
09-15-18		7.750			85,000	(c,d)	85,850

Total							559,425


Railroads (0.1%)
CSX Corp. Senior Unsecured
03-15-12		6.300			760,000		806,377
04-15-41		5.500			600,000		589,533

Total							1,395,910


Restaurants (—%)
Yum! Brands, Inc. Senior Unsecured
11-15-37		6.875			135,000		153,213


Retailers (0.1%)
CVS Caremark Corp. Senior Unsecured
06-01-17		5.750			650,000		723,222
QVC, Inc. Senior Secured
04-15-17		7.125			137,000	(d)	143,165
10-15-20		7.375			207,000	(d)	216,315
Toys R Us — Delaware, Inc. Senior Secured
09-01-16		7.375			203,000	(d)	210,613

Total							1,293,315


Technology (0.1%)
Amkor Technology, Inc. Senior Unsecured
05-01-18		7.375			160,000		166,400
Brocade Communications Systems, Inc. Senior Secured
01-15-18		6.625			334,000		351,535
01-15-20		6.875			43,000		45,795

Total							563,730


Transportation Services (0.2%)
ERAC USA Finance LLC
10-15-37		7.000			1,730,000	(d)	1,862,907
The Hertz Corp.
10-15-18		7.500			95,000	(d)	99,038
01-15-21		7.375			176,000	(d)	179,520

Total							2,141,465


Wireless (0.3%)
CC Holdings GS V LLC/Crown Castle GS III Corp. Senior Secured
05-01-17		7.750			625,000	(d)	682,812
Cricket Communications, Inc. Senior Secured
05-15-16		7.750			191,000		198,163
MetroPCS Wireless, Inc.
09-01-18		7.875			70,000		72,450
11-15-20		6.625			75,000		71,438
Nextel Communications, Inc.
08-01-15		7.375			240,000		240,300
SBA Telecommunications, Inc.
08-15-16		8.000			150,000		162,375
08-15-19		8.250			210,000		229,425
Sprint Nextel Corp. Senior Unsecured
08-15-17		8.375			295,000		316,388
United States Cellular Corp. Senior Unsecured
12-15-33		6.700			1,405,000		1,364,764

Total							3,338,115


Wirelines (1.8%)
AT&T, Inc. Senior Unsecured
03-15-11		6.250			3,240,000		3,276,181
02-15-39		6.550			1,725,000		1,877,583
Embarq Corp. Senior Unsecured
06-01-36		7.995			1,470,000		1,605,062

See accompanying Notes to Portfolio of Investments.

162 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Balanced Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Wirelines (cont.)
Frontier Communications Corp. Senior Unsecured
04-15-15		7.875	%		$51,000		$55,718
04-15-17		8.250			128,000		140,480
04-15-20		8.500			105,000		114,713
Qwest Communications International, Inc.
04-01-18		7.125			240,000	(d)	248,400
Telecom Italia Capital SA
07-18-36		7.200			500,000	(c)	469,531
Telefonica Emisiones SAU
01-15-15		4.949			1,645,000	(c)	1,703,700
TELUS Corp. Senior Unsecured
06-01-11		8.000			1,603,500	(c)	1,647,227
tw telecom holdings, inc.
03-01-18		8.000			141,000		149,813
Verizon New York, Inc. Senior Unsecured
04-01-12		6.875			2,585,000		2,757,551
04-01-32		7.375			1,795,000		2,014,234
Verizon Pennsylvania, Inc. Senior Unsecured
11-15-11		5.650			475,000		495,143
Windstream Corp.
08-01-16		8.625			90,000		94,725
11-01-17		7.875			440,000		462,550

Total							17,112,611


Total Bonds
(Cost: $344,703,056)							$353,520,559




FDIC-Insured Debt (0.1%)
	Coupon			Principal
Issuer	rate			amount			Value(a)


U.S. Agencies
JPMorgan Chase & Co. FDIC Government Guaranty
02-23-11		1.650	%		$1,155,000	(e)	$1,157,176


Total FDIC-Insured Debt
(Cost: $1,154,550)							$1,157,176




Senior Loans (0.1%)(h)
	Coupon			Principal
Borrower	rate			amount			Value(a)


Building Materials (—%)
Goodman Global, Inc. 1st Lien Term Loan
10-28-16		5.750	%		$20,000		$20,078


Consumer Products (—%)
Visant Corp. Tranche B Term Loan
12-22-16		7.000			209,475		211,779


Food and Beverage (0.1%)
U.S. Foodservice Term Loan
07-03-14		2.760			699,577		639,939


Media Non-Cable (—%)
Nielsen Finance LLC Tranche C Term Loan
05-01-16		4.014			482,944		478,718


Total Senior Loans
(Cost: $1,340,137)							$1,350,514


Money Market Fund (1.6%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		15,311,808	(k)	$15,311,808


Total Money Market Fund
(Cost: $15,311,808)				$15,311,808


Investments of Cash Collateral Received
for Securities on Loan (11.9%)
	Effective	Amount payable
Issuer	yield	at maturity		Value(a)


Asset-Backed Commercial Paper (0.8%)
Rheingold Securitization
01-10-11	0.430%	$	3,998,519	$	3,998,519
Royal Park Investments Funding Corp.
03-08-11	0.410		2,997,130		2,997,130

Total					6,995,649


Certificates of Deposit (2.8%)
Barclays Bank PLC
03-15-11	0.440		2,000,000		2,000,000
Credit Industrial et Commercial
02-22-11	0.395		4,000,000		4,000,000
Development Bank of Singapore Ltd.
01-25-11	0.310		3,000,000		3,000,000
DZ Bank AG
02-10-11	0.400		1,000,000		1,000,000
KBC Bank NV
01-24-11	0.450		4,000,000		4,000,000
La Banque Postale
02-17-11	0.365		2,000,000		2,000,000
Pohjola Bank PLC
03-16-11	0.660		3,000,000		3,000,000
Sumitomo Trust & Banking Co., Ltd.
02-18-11	0.345		5,000,064		5,000,064
United Overseas Bank Ltd.
01-18-11	0.330		3,000,000		3,000,000

Total					27,000,064


Commercial Paper (0.3%)
Suncorp Metway Ltd.
01-10-11	0.400		2,998,900		2,998,900


Other Short-Term Obligations (0.2%)
Natixis Financial Products LLC
01-03-11	0.500		2,000,000		2,000,000


	Effective	Principal
Issuer	yield	amount		Value(a)

Repurchase Agreements (7.8%)(t)
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$4,001,033	0.300%	$	4,000,000	$	4,000,000
Barclays Capital, Inc. dated 11-04-10, matures 01-31-11, repurchased price
$5,001,292	0.300		5,000,000		5,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$25,000,833	0.400		25,000,000		25,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$9,074,516	0.280		9,074,304		9,074,304
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$10,000,417	0.500		10,000,000		10,000,000
Morgan Stanley dated 01-21-10, matures 01-14-11, repurchase price
$7,000,953	0.350		7,000,000		7,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$10,000,375	0.450		10,000,000		10,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,125	0.300		5,000,000		5,000,000

Total					75,074,304


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $114,068,917)				$	114,068,917


Total Investments in Securities
(Cost: $957,542,004)				$	1,135,820,106

The industries identified above are based on the Global Industry Classification Standard (GICS), which was developed by, and is the exclusive property of, Morgan Stanley Capital International Inc. and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 163

Portfolio of Investments (continued)

RiverSource VP — Balanced Fund

Investments in Derivatives

Futures Contracts Outstanding at Dec. 31, 2010


	Number of
	contracts			Notional			Expiration		Unrealized		Unrealized
Contract description	long (short)			market value			date		appreciation		depreciation
U.S. Treasury Long Bond, 20-year		42			$5,129,250			March 2011		$—		$(132,626	)
U.S. Treasury Note, 2-year		(54	)		(11,820,937	)		April 2011		31,138		—
U.S. Treasury Note, 5-year		(217	)		(25,544,969	)		April 2011		406,994		—
U.S. Treasury Note, 10-year		(18	)		(2,167,875	)		March 2011		—		(20,730	)
U.S. Treasury Ultra Bond, 30-year		(41	)		(5,210,844	)		March 2011		89,736		—

Total										$527,868		$(153,356	)

Notes to Portfolio of Investments


ADR	—	American Depositary Receipt
BRL	—	Brazilian Real
CMO	—	Collateralized Mortgage Obligation
FDIC	—	Federal Deposit Insurance Corporation
IDR	—	Indonesian Rupiah
I.O.	—	Interest Only
MXN	—	Mexican Peso


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing. For long-term debt securities, item identified is in default as to payment of interest and/or principal.

(c)		Foreign security values are stated in U.S. dollars. For debt securities, principal amounts are denominated in U.S. dollar currency unless otherwise noted. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 9.49% of net assets.

(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $57,843,425 or 6.03% of net assets.

(e)		This debt is guaranteed under the FDIC’s (Federal Deposit Insurance Corporation) Temporary Liquidity Guarantee Program (TLGP) and is backed by the full faith and credit of the United States.

(f)		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. These securities may be issued or guaranteed by U.S. government agencies or instrumentalities, or by private issuers, generally originators and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities. The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(g)		At Dec. 31, 2010, the cost of securities purchased, including interest purchased, on a when-issued and/or other forward-commitment basis was $62,267,650. See Note 2 to the financial statements.

(h)		Senior loans have rates of interest that float periodically based primarily on the London Interbank Offered Rate (“LIBOR”) and other short-term rates. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(i)		Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2010.

(j)		This is a variable rate security that entitles holders to receive only interest payments. Interest is paid annually. The interest payment is based on the Gross Domestic Product (GDP) level of the previous year for the respective country. To the extent that the previous year’s GDP exceeds the ‘base case GDP’, an interest payment is made equal to 0.012225 of the difference.

(k)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

164 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Balanced Fund

Notes to Portfolio of Investments (continued)


(l)		Identifies issues considered to be illiquid as to their marketability (see Note 2 to the financial statements). The aggregate value of such securities at Dec. 31, 2010 was $813,215, representing 0.08% of net assets. Information concerning such security holdings at Dec. 31, 2010 was as follows:


(m)		Interest only represents securities that entitle holders to receive only interest payments on the underlying mortgages. The yield to maturity of an interest only security is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. The interest rate disclosed represents yield based upon the estimated timing and amount of future cash flows at Dec. 31, 2010.

(n)		At Dec. 31, 2010, investments in securities included securities valued at $746,669 that were partially pledged as collateral to cover initial margin deposits on open stock index futures contracts.

(o)		The following abbreviations are used in the portfolio security descriptions to identify the insurer and/or guarantor of the issue:


AGM	—	Assured Guaranty Municipal Corporation
AMBAC	—	Ambac Assurance Corporation
NPFGC	—	National Public Finance Guarantee Corporation


(p)		Inflation-indexed bonds are securities in which the principal amount is adjusted for inflation and the semiannual interest payments equal a fixed percentage of the inflation-adjusted principal amount.

(q)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(r)		Security valued by management at fair value according to procedures approved, in good faith, by the Board.

(s)		This security is a collateralized mortgage obligation that pays no interest or principal during its initial accrual period until previous series within the trust have been paid off. Interest is accrued at an effective yield similar to a zero coupon bond.

(t)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The market value of securities held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$20,159
Archer Daniels		207,387
ASB Finance Ltd		245,697
Banco Bilbao Vizcaya		663,249
Banco Bilbao Vizcaya Argentaria/New York NY		9,808
BP Capital Markets		123,259
BPCE		88,616
Central American Bank		768
Commonwealth Bank of Australia		124,773
Credit Agricole NA		205
Danske Corp		306,965
Electricite De France		508,306
European Investment Bank		683,938
Gdz Suez		105,582
Golden Funding Corp		7,268
Ing (US) Funding LLC		32
Natexis Banques		78,935
Nationwide Building		492,105
Natixis NY		38,400
Natixis US Finance Co		640
Prudential PLC		148,456
Silver Tower US Fund		1,920

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 165

Portfolio of Investments (continued)

RiverSource VP — Balanced Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value(a)
Skandin Ens Banken		$19,215
Societe Gen No Amer		319,837
Societe Generale NY		4,160
UBS Ag Stamford		320

Total market value of collateral securities		$4,200,000



Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$25,198
Archer Daniels		259,234
ASB Finance Ltd		307,122
Banco Bilbao Vizcaya		829,061
Banco Bilbao Vizcaya Argentaria/New York NY		12,260
BP Capital Markets		154,073
BPCE		110,771
Central American Bank		960
Commonwealth Bank of Australia		155,968
Credit Agricole NA		255
Danske Corp		383,706
Electricite De France		635,382
European Investment Bank		854,923
Gdz Suez		131,977
Golden Funding Corp		9,086
Ing (US) Funding LLC		40
Natexis Banques		98,669
Nationwide Building		615,131
Natixis NY		47,999
Natixis US Finance Co		800
Prudential PLC		185,570
Silver Tower US Fund		2,400
Skandin Ens Banken		24,018
Societe Gen No Amer		399,797
Societe Generale NY		5,199
UBS Ag Stamford		401

Total market value of collateral securities		$5,250,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$800,776
Fannie Mae Pool		2,186,969
Fannie Mae Principal Strip		26,154
Fannie Mae REMICS		1,465,991
Federal Farm Credit Bank		1,363,424
Federal Home Loan Banks		2,442,686
Federal Home Loan Mortgage Corp		183,264
Federal National Mortgage Association		2,117,980
FHLMC Structured Pass Through Securities		866,994
Freddie Mac Non Gold Pool		2,099,297
Freddie Mac Reference REMIC		14,129
Freddie Mac REMICS		1,288,482
Freddie Mac Strips		379,961
Ginnie Mae I Pool		245,589
Ginnie Mae II Pool		1,361,353
Government National Mortgage Association		547,725

166 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Balanced Fund

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%) (continued)
Security description	Value(a)
United States Treasury Inflation Indexed Bonds		$75,286
United States Treasury Note/Bond		5,982,624
United States Treasury Strip Coupon		1,788,180
United States Treasury Strip Principal		263,136

Total market value of collateral securities		$25,500,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$4,831,283
Ginnie Mae I Pool		4,424,507

Total market value of collateral securities		$9,255,790



Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$4,938
Fannie Mae Pool		4,149,551
Fannie Mae REMICS		428,238
Fannie Mae Whole Loan		11,634
Federal Farm Credit Bank		6,664
Federal Home Loan Banks		172,904
Federal Home Loan Mortgage Corp		26,630
FHLMC Structured Pass Through Securities		25,222
Freddie Mac Gold Pool		2,174,343
Freddie Mac Non Gold Pool		257,995
Freddie Mac REMICS		479,399
Ginnie Mae II Pool		351,038
Government National Mortgage Association		651,145
United States Treasury Note/Bond		1,460,299

Total market value of collateral securities		$10,200,000



Morgan Stanley (0.350%)
Security description	Value(a)
Argento Variable Fund		$430,582
Federal Home Loan Banks		3,570,025
Ginnie Mae I Pool		2,759,703
Landesbank		403,547

Total market value of collateral securities		$7,163,857



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$5,193,059
Fannie Mae REMICS		1,170,920
Freddie Mac Gold Pool		444,184
Freddie Mac REMICS		1,545,473
Ginnie Mae I Pool		395,584
Government National Mortgage Association		1,450,780

Total market value of collateral securities		$10,200,000

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 167

Portfolio of Investments (continued)

RiverSource VP — Balanced Fund

Notes to Portfolio of Investments (continued)


RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$183,265
Capital One Multi-Asset Execution Trust		670,493
Chase Issuance Trust		179,724
Citibank Credit Card Issuance Trust		419,853
Citibank Omni Master Trust		405,725
Discover Card Master Trust I		244,842
First Franklin Mortgage Loan Asset Backed Certificates		148,159
First National Master Note Trust		220,728
Ford Credit Auto Owner Trust		38,229
Freddie Mac Gold Pool		410,475
GS Mortgage Securities Corp II		166,790
HSBC Home Equity Loan Trust		469,502
Merrill Lynch/Countrywide Commercial Mortgage Trust		509,285
Nelnet Student Loan Trust		210,445
SLC Student Loan Trust		337,036
SLM Student Loan Trust		512,250
Structured Asset Investment Loan Trust		37,788
Wells Fargo Home Equity Trust		73,366

Total market value of collateral securities		$5,237,955


(u)		Represents comparable securities held to satisfy future delivery requirements of the following open forward sale commitments at Dec. 31, 2010:

Principal

Settlement

Proceeds

Security

amount

date

receivable

Value

Federal National Mortgage Association
01-01-41 5.000%

$1,500,000

01-13-11

$1,582,266

$1,576,875

168 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Balanced Fund

Fair Value Measurements

The Fund categorizes its fair value measurements according to a three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by prioritizing that the most observable input be used when available. Observable inputs are those that market participants would use in pricing an investment based on market data obtained from sources independent of the reporting entity. Unobservable inputs are those that reflect the Fund’s assumptions about the information market participants would use in pricing an investment. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is deemed significant to the asset or liability’s fair value measurement. The input levels are not necessarily an indication of the risk or liquidity associated with investments at that level. For example, certain U.S. government securities are generally high quality and liquid, however, they are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

Inputs that are used in determining fair value of an investment may include price information, credit data, volatility statistics, and other factors. These inputs can be either observable or unobservable. The availability of observable inputs can vary between investments, and is affected by various factors such as the type of investment, and the volume and level of activity for that investment or similar investments in the marketplace. The inputs will be considered by the Fund Administrator, along with any other relevant factors in the calculation of an investment’s fair value. The Fund uses prices and inputs that are current as of the measurement date, which may include periods of market dislocations. During these periods, the availability of prices and inputs may be reduced for many investments. This condition could cause an investment to be reclassified between the various levels within the hierarchy.

Non-U.S. equity securities actively traded in foreign markets where there is a significant delay in the local close relative to the New York Stock Exchange (NYSE) are classified as Level 2. The values of these securities may include an adjustment to reflect the impact of significant market movements following the close of local trading, as described in Note 2 to the financial statements — Valuation of securities.

Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those investments. However, these may be classified as Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models rely on one or more significant unobservable inputs and/or significant assumptions by the Fund Administrator. Inputs used in valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 169

Portfolio of Investments (continued)

RiverSource VP — Balanced Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1			Level 2
	quoted prices			other		Level 3
	in active			significant		significant
	markets for			observable		unobservable
Description(a)	identical assets			inputs(b)		inputs		Total
Equity Securities
Common Stocks
Metals & Mining		$16,137,409			$2,574,510		$—		$18,711,919
All Other Industries		631,699,213			—		—		631,699,213

Total Equity Securities		647,836,622			2,574,510		—		650,411,132

Bonds
Foreign Government Obligations & Agencies		—			8,557,144		—		8,557,144
U.S. Government Obligations & Agencies		34,255,580			8,827,500		—		43,083,080
Asset-Backed Securities		—			21,025,022		—		21,025,022
Commercial Mortgage-Backed Securities		—			40,766,532		—		40,766,532
Residential Mortgage-Backed Securities		62,068,494			53,500,686		850,000		116,419,180
Corporate Debt Securities									—
Entertainment		—			397,100		813,215		1,210,315
All Other Industries		—			122,459,286		—		122,459,286

Total Bonds		96,324,074			255,533,270		1,663,215		353,520,559

Other
FDIC-Insured Debt Securities		—			1,157,176		—		1,157,176
Senior Loans		—			1,350,514		—		1,350,514
Affiliated Money Market Fund(c)		15,311,808			—		—		15,311,808
Investments of Cash Collateral Received for Securities on Loan		—			114,068,917		—		114,068,917

Total Other		15,311,808			116,576,607		—		131,888,415

Investments in Securities		759,472,504			374,684,387		1,663,215		1,135,820,106
Derivatives(d)
Assets
Futures Contracts		527,868			—		—		527,868
Liabilities
Futures Contracts		(153,356	)		—		—		(153,356	)

Total		$759,847,016			$374,684,387		$1,663,215		$1,136,194,618


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		Includes certain securities trading outside the U.S. whose values were adjusted as a result of significant market movements following the close of local trading. Therefore, these investment securities were classified as Level 2 instead of Level 1. There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


				Residential
	Asset-Backed			Mortgage-Backed			Corporate Debt
	Securities			Securities			Securities			Total
Balance as of Dec. 31, 2009		$370,246			$—			$962,236			$1,332,482
Accrued discounts/premiums		—			2,496			2,485			4,981
Realized gain (loss)		—			357			—			357
Change in unrealized appreciation (depreciation)*		—			(13,549	)		(32,259	)		(45,808	)
Sales		—			10,696			(119,247	)		(108,551	)
Purchases		—			850,000			—			850,000
Transfers into Level 3		—			—			—			—
Transfers out of Level 3		(370,246	)		—			—			(370,246	)

Balance as of Dec. 31, 2010		$—			$850,000			$813,215			$1,663,215


*		Change in unrealized appreciation (depreciation) relating to securities held at Dec. 31, 2010 was $(32,259), which is comprised of Corporate Debt Securities.

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

170 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Balanced Fund

Fair Value Measurements (continued)

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 171

Portfolio of Investments

RiverSource VP — Cash Management Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


U.S. Government Agencies (28.2%)
				Amount
	Effective			payable at
Issuer	yield			maturity			Value(a)


U.S. Government Agencies
Federal Home Loan Bank Discount Notes
11-25-11		0.400	%		$12,500,000		$12,500,000
12-09-11		0.400			31,000,000		30,999,817
U.S. Treasury Bills
01-20-11		0.130			35,000,000		34,997,414
02-10-11		0.120			35,000,000		34,995,100
02-17-11		0.100			108,000,000		107,986,291
05-19-11		0.190			15,000,000		14,989,363


Total U.S. Government Agencies
(Cost: $236,467,985)							$236,467,985




U.S. Government-Insured Debt (16.1%)
				Amount
	Effective			payable at
Issuer	yield			maturity			Value(a)

Straight-A Funding LLC U.S. Treasury Government Guaranty(c,d)
01-05-11		0.200	%		$10,000,000		$9,999,722
01-07-11		0.200			15,000,000		14,999,425
01-10-11		0.180			20,000,000		19,999,000
01-10-11		0.220			10,000,000		9,999,400
01-14-11		0.220			10,000,000		9,999,169
01-19-11		0.190			20,000,000		19,998,000
02-02-11		0.220			30,000,000		29,994,134
02-07-11		0.220			5,000,000		4,998,869
02-07-11		0.240			3,000,000		2,999,260
03-02-11		0.250			12,000,000		11,995,000


Total U.S. Government-Insured Debt
(Cost: $134,981,979)							$134,981,979




Certificates of Deposit (3.5%)
				Amount
	Effective			payable at
Issuer	yield			maturity			Value(a)

Bank of Montreal Chicago Branch
01-13-11		0.240	%		$11,000,000		$11,000,000
Toronto Dominion Bank/NY
01-18-11		0.230			18,000,000		18,000,000


Total Certificates of Deposit
(Cost: $29,000,000)							$29,000,000




Commercial Paper (47.7%)
				Amount
	Effective			payable at
Issuer	yield			maturity			Value(a)


Asset-Backed (30.5%)
Amsterdam Funding Corp.
01-27-11		0.240	%		$13,000,000		$12,997,653
02-03-11		0.270			9,000,000		8,997,773
02-08-11		0.260			9,000,000	(d)	8,997,530
Argento Variable Funding Co. LLC
01-06-11		0.240			22,500,000		22,499,102
01-26-11		0.310			8,000,000		7,998,222
Bryant Park Funding LLC
01-03-11		0.170			10,000,000		9,999,861
Chariot Funding LLC
01-12-11		0.210			12,000,000		11,999,157
01-13-11		0.230			8,000,000	(d)	7,999,333
01-24-11		0.220			5,000,000		4,999,265
Fairway Finance Co. LLC
01-12-11		0.220			6,000,000		5,999,560
Falcon Asset Securitization Company LLC
01-14-11		0.220			8,000,000		7,999,336
FCAR Owner Trust Series I
01-04-11		0.210			10,000,000		9,999,767
01-07-11		0.240			7,000,000		6,999,673
01-18-11		0.260			5,000,000		4,999,363
01-19-11		0.260			5,000,000		4,999,325
Jupiter Securitization Company LLC
01-13-11		0.220			18,000,000	(d)	17,998,620
01-18-11		0.220			6,000,000	(d)	5,999,348
01-27-11		0.220			7,000,000	(d)	6,998,837
Market Street Funding LLC
01-20-11		0.220			9,000,000		8,998,908
Old Line Funding LLC
01-06-11		0.190			7,000,000	(d)	6,999,776
01-21-11		0.220			4,000,000		3,999,489
Regency Market No. 1 LLC
01-19-11		0.240			15,000,000	(d)	14,998,125
01-21-11		0.250			12,000,000	(d)	11,998,267
Salisbury Receivables Co. LLC
01-11-11		0.240			10,000,000	(d)	9,999,278
Sheffield Receivables Corp.
01-11-11		0.230			5,000,000	(d)	4,999,653
01-25-11		0.250			5,000,000	(d)	4,999,133
02-11-11		0.250			5,000,000	(d)	4,998,576
Windmill Funding Corp.
02-01-11		0.260			10,000,000		9,997,761
02-15-11		0.270			5,000,000		4,998,313

Total							255,469,004


Banking (11.7%)
Barclays US Funding LLC
02-03-11		0.250			8,000,000		7,998,167
BNP Paribas Finance Inc.
01-03-11		0.070			22,600,000		22,599,874
01-11-11		0.240			10,000,000		9,999,278
HSBC USA Inc.
01-24-11		0.220			5,000,000		4,999,265
01-25-11		0.210			5,400,000		5,399,208
02-10-11		0.240			20,000,000		19,994,667
Scotiabanc Inc.
01-04-11		0.160			12,000,000	(d)	11,999,790
01-31-11		0.200			15,000,000	(d)	14,997,500

Total							97,987,749


Life Insurance (3.6%)
Metlife Short Term Funding LLC
01-11-11		0.220			5,000,000		4,999,667
01-26-11		0.240			12,000,000		11,997,917
New York Life Capital Corp.
01-28-11		0.200			13,300,000	(d)	13,298,004

Total							30,295,588


Non-Captive Diversified (1.9%)
General Electric Capital Services Inc.
02-04-11		0.230			16,000,000		15,996,524


Total Commercial Paper
(Cost: $399,748,865) $399,748,865



Repurchase Agreements (0.2%)
	Effective			Principal
Issuer	yield			amount			Value(a)


Brokerage
Barclays Bank PLC dated 12-31-10, matures 01-03-11, repurchase price $2,000,033 (collateralized by: U.S. Treasury STRIPS) total market value $2,000,000)
		0.000	%		$2,000,000		$2,000,000


Total Repurchase Agreements
(Cost: $2,000,000)							$2,000,000


Bonds (4.4%)
	Coupon			Principal
Issuer	rate			amount		Value(a)


Asset-Backed
AmeriCredit Automobile Receivables Trust Series 2010-3 Class A1
10-11-11		0.310	%		$5,853,830	$5,853,830
Honda Auto Receivables Owner Trust Series 2010-3 Class A1
06-21-11		0.310			10,602,187	10,602,187

See accompanying Notes to Portfolio of Investments.

172 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Asset-Backed (cont.)
Santander Drive Auto Receivables Trust Series 2010-A Class A1
07-15-11		0.526	%		$708,762	(b,e)	$708,762
Santander Drive Auto Receivables Trust Series 2010-B Class A1
12-15-11		0.374			20,000,000	(b,e)	20,000,000


Total Bonds
(Cost: $37,164,779)							$37,164,779


Total Investments in Securities
(Cost: $839,363,608)(f)							$839,363,608

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $20,708,762 or 2.47% of net assets.

(c)		Funding for this debt is provided by the Federal Financing Bank, which is funded by the U.S. Department of the Treasury.

(d)		Represents a security sold within terms of a private placement memorandum, exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “accredited investors.” This security has been determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $282,263,749 or 33.67% of net assets.

(e)		Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2010. The maturity date disclosed represents the final maturity.

(f)		Also represents the cost of securities for federal income tax purposes at Dec. 31, 2010.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 173

Portfolio of Investments (continued) RiverSource VP — Cash Management Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

Short-term securities are valued using amortized cost, as permitted under Rule 2a-7 of the Investment Company Act of 1940, as amended. Generally, amortized cost approximates the current fair value of these securities, but because the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Short-Term Securities
U.S. Government Agencies		$—		$236,467,985		$—		$236,467,985
U.S. Government-Insured Debt		—		134,981,979		—		134,981,979
Certificates of Deposit		—		29,000,000		—		29,000,000
Commercial Paper		—		399,748,865		—		399,748,865
Repurchase Agreements				2,000,000				2,000,000

Total Short-Term Securities		—		802,198,829		—		802,198,829

Bonds
Asset-Backed Securities		—		37,164,779		—		37,164,779

Total Bonds		—		37,164,779		—		37,164,779

Total		$—		$839,363,608		$—		$839,363,608


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

174 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 175

Portfolio of Investments

RiverSource VP — Diversified Bond Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Bonds (104.6%)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Foreign Agencies (0.3%)(c)
Pemex Project Funding Master Trust
03-01-18		5.750	%		$2,425,000		$2,592,778
01-21-21		5.500			1,930,000		1,954,125
06-15-35		6.625			3,368,000	(e)	3,426,920
Petroleos de Venezuela SA
04-12-17		5.250			6,094,000		3,488,815

Total							11,462,638


Sovereign (1.0%)(c)
Argentina Bonos Senior Unsecured
09-12-13		7.000			2,881,000		2,896,047
10-03-15		7.000			1,860,000		1,790,250
Argentina Government International Bond Senior Unsecured
12-15-35		0.000			4,660,000	(j)	705,990
El Salvador Government International Bond Senior Unsecured
06-15-35		7.650			1,800,000	(d)	1,903,500
Indonesia Government International Bond Senior Unsecured
01-17-18		6.875			2,109,000	(d)	2,446,440
10-12-35		8.500			1,338,000	(d)	1,752,780
01-17-38		7.750			1,150,000	(d)	1,397,250
Philippine Government International Bond Senior Unsecured
01-15-21		4.000			743,000	(e)	716,995
01-14-31		7.750			2,732,000		3,367,190
Russian Foreign Bond — Eurobond
03-31-30		7.500			2,139,945	(d)	2,471,636
Russian Foreign Bond — Eurobond Senior Unsecured
04-29-20		5.000			2,600,000	(d)	2,603,250
Turkey Government International Bond Senior Unsecured
09-26-16		7.000			590,000		678,500
04-03-18		6.750			1,857,000		2,121,623
11-07-19		7.500			900,000		1,077,750
03-17-36		6.875			4,585,000		5,112,275
Uruguay Government International Bond
05-17-17		9.250			876,000	(e)	1,130,040
Uruguay Government International Bond Senior Unsecured
03-21-36		7.625			2,184,000	(e)	2,593,500
Venezuela Government International Bond
02-26-16		5.750			2,181,000	(d,e)	1,537,605
Venezuela Government International Bond Senior Unsecured
10-08-14		8.500			944,000		797,680
05-07-23		9.000			2,200,000	(d,e)	1,496,000

Total							38,596,301


Treasury (1.4%)(c)
Brazil Notas do Tesouro Nacional (BRL)
01-01-13		10.000			2,700,000		$16,418,808
Indonesia Treasury Bond (IDR) Senior Unsecured
07-15-22		10.250			32,545,000,000		4,161,409
Mexican Bonos (MXN)
12-17-15		8.000			403,300,000		34,959,713

Total							55,539,930


U.S. Government Obligations & Agencies (4.6%)
Federal National Mortgage Association
09-17-13		1.125			$14,550,000		$14,516,462
07-28-15		1.750			6,500,000	(k)	6,507,137
U.S. Treasury
08-31-12		0.375			2,785,000	(e)	2,779,995
07-31-17		2.375			55,030,000	(e)	54,307,732
11-15-20		2.625			48,515,000	(e)	45,763,278
08-15-40		3.875			23,866,000	(e)	21,982,829
U.S. Treasury Inflation-Indexed Bond
07-15-12		3.000			8,642,238	(e,r)	9,180,059
07-15-15		1.875			25,574,023	(e,r)	27,704,839

Total							182,742,331


Asset-Backed (11.5%)
321 Henderson Receivables I LLC CMO Series 2010-3A Class A
12-15-48		3.820			2,482,884	(d)	2,379,727
Access Group, Inc. Series 2005-1 Class A1
06-22-18		0.383			9,526,754	(k)	9,514,635
AmeriCredit Automobile Receivables Trust Series 2007-AX Class A4 (XLCA)
10-06-13		0.306			3,182,435	(k,m)	3,159,087
AmeriCredit Automobile Receivables Trust Series 2010-1 Class A3
03-17-14		1.660			9,750,000		9,795,143
Avis Budget Rental Car Funding AESOP LLC Series 2010-2A Class A
08-20-14		3.630			6,800,000	(d)	6,986,389
Banc of America Funding Corp. CMO Series 2009-R14A Class 1A1
09-26-37		1.361			26,201,567	(d,k)	26,011,012
Banc of America Funding Corp. CMO Series 2010-R3 Class 6A1
09-26-36		0.430			6,021,879	(d,k)	5,758,120
Bear Stearns Asset-Backed Securities Trust Series 2006-HE9 Class 1A1
11-25-36		0.311			4,002,226	(k)	3,916,718
Carrington Mortgage Loan Trust Series 2006-RFC1 Class A2
05-25-36		0.361			2,385,177	(k)	2,311,312
Centre Point Funding LLC Series 2010-1A Class 1
07-20-16		5.430			2,490,914	(d)	2,573,128
Chrysler Financial Lease Trust Series 2010-A Class C
09-16-13		4.490			23,850,000	(d)	23,859,991
Citibank Credit Card Issuance Trust Series 2008-C6 Class C6
06-20-14		6.300			14,495,000		15,333,192
CitiFinancial Auto Issuance Trust Series 2009-1 Class A2
11-15-12		1.830			27,806,589	(d)	27,891,773
Citigroup Mortgage Loan Trust, Inc. CMO Series 2010-2 Class 1A1
05-25-37		0.361			6,789,186	(d,k)	6,715,984
Citigroup Mortgage Loan Trust, Inc. Series 2007-AMC3 Class A2A
03-25-37		0.371			9,510,981	(k)	9,349,142
Countrywide Asset-Backed Certificates Series 2005-1 Class MV1
07-25-35		0.661			3,456,734	(k)	3,449,257
Countrywide Asset-Backed Certificates Series 2006-4 Class 1A1M
07-25-36		0.521			916,967	(k)	605,890
CPS Auto Trust Series 2007-C Class A3 (AGM)
05-15-12		5.430			23,670	(d,m)	23,696
Crown Castle Towers LLC Senior Secured
01-15-15		4.523			16,900,000	(d)	17,519,216
Deutsche Mortgage Securities, Inc. CMO Series 2009-RS2 Class 4A1
04-26-37		0.383			7,109,458	(d,k)	6,980,218
DT Auto Owner Trust Series 2009-1 Class A1
10-15-15		2.980			12,636,728	(d)	12,705,629
DT Auto Owner Trust Series 2010-1A Class A2
12-17-12		0.990			12,350,000	(d)	12,352,186
Ford Credit Floorplan Master Owner Trust Series 2006-4 Class A
06-15-13		0.510			5,550,000	(k)	5,533,926
GTP Towers Issuer LLC
02-15-15		4.436			5,350,000	(d)	5,662,896
Hertz Vehicle Financing LLC Series 2009-2A Class A1
03-25-14		4.260			13,350,000	(d)	13,889,979
Hertz Vehicle Financing LLC Series 2009-2A Class A2
03-25-16		5.290			6,500,000	(d)	6,999,800

See accompanying Notes to Portfolio of Investments.

176 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Asset-Backed (cont.)
Hertz Vehicle Financing LLC Series 2010-1A Class A1
02-25-15		2.600	%		$5,600,000	(d)	$5,594,011
HSI Asset Securitization Corp. Trust Series 2006-HE2 Class 2A1
12-25-36		0.311			1,801,207	(k)	1,780,038
HSI Asset Securitization Corp. Trust Series 2007-WF1 Class 2A1
05-25-37		0.321			2,992,940	(k)	2,933,434
Jefferies & Co., Inc. CMO Series 2010-R1 Class 2A1
11-26-36		0.419			7,091,063	(d,k)	6,789,693
JP Morgan Mortgage Acquisition Corp. Series 2007-CH2 Class AV2
09-25-29		0.331			3,504,360	(k)	3,365,338
JP Morgan Reremic CMO Series 2009-5 Class 4AI
04-26-37		0.381			6,094,372	(d,k)	5,934,521
Morgan Stanley ABS Capital I Series 2006-HE7 Class A2B
09-25-36		0.361			5,215,794	(k)	4,897,218
Morgan Stanley Resecuritization Trust Series 2010-F Class A
06-17-13		0.511			12,100,000	(d,k)	12,071,651
National Collegiate Student Loan Trust CMO I.O. Series 2006-2 Class AIO
08-25-11		10.040			6,400,000	(i)	188,640
08-25-11		20.000			600,000	(i)	17,685
National Collegiate Student Loan Trust CMO I.O. Series 2006-3 Class AIO
01-25-12		5.880			12,400,000	(i)	685,643
National Collegiate Student Loan Trust CMO I.O. Series 2006-4 Class AIO
02-27-12		7.420			11,633,000	(i)	730,208
Navistar Financial Corp. Owner Trust Series 2010-A Class A2
10-18-12		1.470			12,720,000	(d)	12,745,155
Northstar Education Finance, Inc. Series 2004-1 Class A3
04-28-17		0.458			6,255,000	(k)	6,243,784
Novastar Home Equity Loan Series 2007-1 Class A2A2
03-25-37		4.214			2,950,301	(k)	2,937,759
Option One Mortgage Loan Trust Series 2007-HL1 Class 2A1 (XLCA)
02-25-38		0.381			2,362,571	(k,m)	2,303,355
RAAC Series Series 2007-SP1 Class A1
03-25-37		0.411			2,656,163	(k)	2,626,882
RAAC Series Series 2007-SP1 Class A2
03-25-37		0.611			13,975,000	(k)	11,327,548
Renaissance Home Equity Loan Trust Series 2005-4 Class A3
02-25-36		5.565			1,457,501		1,384,492
Renaissance Home Equity Loan Trust Series 2006-1 Class AF3
05-25-36		5.608			329,628		285,791
Renaissance Home Equity Loan Trust Series 2006-2 Class AF3
08-25-36		5.797			150,000		85,741
Renaissance Home Equity Loan Trust Series 2007-2 Class AF3
06-25-37		5.744			175,000		92,659
Residential Asset Mortgage Products, Inc. Series 2005-RS1 Class AI4
01-25-35		4.630			6,733,292		6,329,523
Residential Asset Securities Corp. Series 2004-KS9 Class AI4 (FGIC)
02-25-32		4.610			2,257,936	(m)	1,971,099
Santander Drive Auto Receivables Trust Series 2010-2 Class A2
08-15-13		0.950			13,650,000		13,648,325
Santander Drive Auto Receivables Trust Series 2010-A Class A1
07-15-11		0.526			2,018,898	(d)	2,018,876
SBA Tower Trust
04-15-15		4.254			19,420,000	(d)	20,230,494
Sierra Receivables Funding Co. Series 2007-2A Class A2 (NPFGC)
09-20-19		1.261			8,566,119	(d,k)	8,319,832
Sierra Receivables Funding Co. Series 2010-1A Class A1
07-20-26		4.480			2,830,115	(d)	2,883,359
Sierra Receivables Funding Co. Series 2010-2A Class A
11-20-25		3.840			4,149,762	(d)	4,155,383
Sierra Receivables Funding Co. Series 2010-3A Class A
11-20-25		3.510			3,969,287	(d)	3,947,848
SLM Student Loan Trust Series 2006-A Class A2
12-15-20		0.382			1,787,681	(k)	1,775,650
SLM Student Loan Trust Series 2006-C Class A2
09-15-20		0.352			6,836,894	(k)	6,739,403
Soundview Home Equity Loan Trust Series 2006-EQ1 Class A2
10-25-36		0.371			2,308,532	(k)	2,250,067
Soundview Home Equity Loan Trust Series 2006-WF2 Class A2B
12-25-36		0.361			5,224,181	(k)	5,161,345
Triad Auto Receivables Owner Trust Series 2006-B Class A4 (AGM)
11-12-12		5.520			6,326,523	(m)	6,334,996
Triad Auto Receivables Owner Trust Series 2006-C Class A4 (AMBAC)
05-13-13		5.310			14,061,460	(m)	14,243,654
Triad Auto Receivables Owner Trust Series 2007-A Class A4 (AGM)
02-12-14		0.321			21,622,019	(k,m)	21,407,754
Triad Auto Receivables Owner Trust Series 2007-B Class A3A (AGM)
10-12-12		5.240			1,094,371	(m)	1,104,045

Total							448,820,945


Commercial Mortgage-Backed (11.1%)(f)
Americold LLC Trust Series 2010-ARTA Class A1
01-14-29		3.847			8,906,000	(d)	8,923,054
Banc of America Commercial Mortgage, Inc. Series 2005-3 Class A3A
07-10-43		4.621			8,050,000		8,329,956
Banc of America Commercial Mortgage, Inc. Series 2005-3 Class A4
07-10-43		4.668			10,284,000		10,802,174
Banc of America Commercial Mortgage, Inc. Series 2005-6 Class A4
09-10-47		5.195			14,550,000		15,627,554
Bear Stearns Commercial Mortgage Securities Series 2005-T18 Class A4
02-13-42		4.933			2,000,000	(k)	2,134,430
Bear Stearns Commercial Mortgage Securities Series 2007-PW18 Class A1
06-13-50		5.038			2,072,690		2,097,522
Bear Stearns Commercial Mortgage Securities Series 2007-T28 Class A1
09-11-42		5.422			193,464		197,522
CDC Commercial Mortgage Trust Series 2002-FX1 Class A2
11-15-30		5.676			13,296,562		13,523,481
Citigroup Commercial Mortgage Trust Series 2006-C5 Class A4
10-15-49		5.431			3,991,000		4,262,622
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-CD1 Class ASB
07-15-44		5.222			1,917,003		2,039,921
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2007-CD4 Class A4
12-11-49		5.322			10,750,000		11,201,232
Commercial Mortgage Pass-Through Certificates Series 2006-CN2A Class BFL
02-05-19		0.576			1,625,000	(d,k)	1,554,651
Commercial Mortgage Pass-Through Certificates Series 2007-C9 Class A4
12-10-49		5.815			10,275,000	(e)	11,055,084
Credit Suisse First Boston Mortgage Securities Corp. Series 2001-CP4 Class A4
12-15-35		6.180			6,953,940		7,040,942
Credit Suisse First Boston Mortgage Securities Corp. Series 2004-C1 Class A4
01-15-37		4.750			11,155,000		11,685,862
Credit Suisse First Boston Mortgage Securities Corp. Series 2004-C2 Class A1
05-15-36		3.819			941,277		953,222
Extended Stay America Trust Series 2010-ESHA Class A
11-05-27		2.951			10,483,176	(d)	10,311,987

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 177

Portfolio of Investments (continued)

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Commercial Mortgage-Backed (cont.)
Federal National Mortgage Association #735029
09-01-13		5.321	%		$101,866		$110,995
Federal National Mortgage Association #735390
03-01-16		4.854			1,494,135		1,552,028
Federal National Mortgage Association CMO Series 2002-M2 Class C
08-25-12		4.717			59,651		62,427
FREMPF Mortgage Trust CMO Series 2010-K6 Class B
12-26-46		5.357			5,300,000	(d)	4,680,339
GE Capital Commercial Mortgage Corp. Series 2001-3 Class A2
06-10-38		6.070			9,784,000		10,046,502
GE Capital Commercial Mortgage Corp. Series 2005-C1 Class A5
06-10-48		4.772			3,900,000		4,103,255
General Electric Capital Assurance Co. Series 2003-1 Class A4
05-12-35		5.254			10,135,402	(d)	10,743,617
General Electric Capital Assurance Co. Series 2003-1 Class A5
05-12-35		5.743			6,500,000	(d)	7,123,531
Greenwich Capital Commercial Funding Corp. Series 2003-C1 Class A3
07-05-35		3.858			7,525,095		7,677,027
Greenwich Capital Commercial Funding Corp. Series 2003-C2 Class A3
01-05-36		4.533			2,010,372		2,063,793
Greenwich Capital Commercial Funding Corp. Series 2004-GG1 Class A5
06-10-36		4.883			1,110,072		1,121,944
Greenwich Capital Commercial Funding Corp. Series 2007-GG11 Class A4
12-10-49		5.736			1,375,000		1,449,152
Greenwich Capital Commercial Funding Corp. Series 2007-GG9 Class A2
03-10-39		5.381			9,640,736		9,904,215
Greenwich Capital Commercial Funding Corp. Series 2007-GG9 Class A4
03-10-39		5.444			48,175,000	(e)	50,756,140
GS Mortgage Securities Corp. II Series 2004-GG2 Class A3
08-10-38		4.602			1,586,722		1,594,695
GS Mortgage Securities Corp. II Series 2005-GG4 Class A4A
07-10-39		4.751			5,575,000		5,879,119
GS Mortgage Securities Corp. II Series 2007-EOP Class J
03-06-20		1.120			8,650,000	(d,k)	7,737,041
GS Mortgage Securities Corp. II Series 2007-GG10 Class F
08-10-45		5.808			5,700,000		468,021
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-CB6 Class A1
07-12-37		4.393			1,229,234		1,268,127
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-LN1 Class A1
10-15-37		4.134			1,072,648		1,116,182
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-ML1A Class A1
03-12-39		3.972			576,510		589,439
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-ML1A Class A2
03-12-39		4.767			10,950,000		11,509,739
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-CBX Class A3
01-12-37		4.184			1,440,926		1,442,650
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-LN2 Class A1
07-15-41		4.475			6,595,650		6,721,751
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP2 Class A3
07-15-42		4.697			6,000,000		6,146,086
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP3 Class ASB
08-15-42		4.893			8,752,765		9,143,856
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-LDP6 Class ASB
04-15-43		5.490			10,020,000		10,617,015
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-CB20 Class ASB
11-12-16		5.688			3,665,000		3,895,940
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2009-IWST Class A1
12-05-27		4.314			6,767,095	(d)	7,090,281
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2009-IWST Class A2
12-05-27		5.633			5,750,000	(d)	6,176,013
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2010-C2 Class A3
11-15-43		4.070			3,350,000	(d)	3,185,560
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2010-CNTR Class A2
08-05-32		4.311			8,500,000	(d)	8,047,505
LB-UBS Commercial Mortgage Trust Series 2004-C2 Class A3
03-15-29		3.973			2,500,000		2,541,600
LB-UBS Commercial Mortgage Trust Series 2004-C6 Class A6
08-15-29		5.020			4,000,000		4,251,024
LB-UBS Commercial Mortgage Trust Series 2005-C5 Class AAB
09-15-30		4.930			4,911,716		5,162,720
LB-UBS Commercial Mortgage Trust Series 2006-C4 Class AAB
06-15-32		5.856			7,200,000		7,750,850
Merrill Lynch Mortgage Trust Series 2008-C1 Class A1
02-12-51		4.706			1,871,899		1,903,553
Morgan Stanley Capital I Series 2004-HQ4 Class A5
04-14-40		4.590			11,745,000		11,798,205
Morgan Stanley Capital I Series 2006-T23 Class AAB
08-12-41		5.795			5,575,000		6,044,607
Morgan Stanley Reremic Trust Series 2009-GG10 Class A4A
08-12-45		5.807			18,150,000	(d,k)	19,406,829
Morgan Stanley Reremic Trust Series 2010-GG10 Class A4A
08-15-45		6.002			19,000,000	(d,e)	20,315,688
TIAA Seasoned Commercial Mortgage Trust Series 2007-C4 Class A2
08-15-39		5.768			2,100,000	(k)	2,208,362
TIAA Seasoned Commercial Mortgage Trust Series 2007-C4 Class A3
08-15-39		6.049			3,605,000		3,919,808
Wachovia Bank Commercial Mortgage Trust Series 2005-C16 Class A2
10-15-41		4.380			2,149,025		2,170,306
Wachovia Bank Commercial Mortgage Trust Series 2005-C20 Class A5
07-15-42		5.087			3,150,000		3,216,024
Wachovia Bank Commercial Mortgage Trust Series 2006-C24 Class A3
03-15-45		5.558			9,850,000		10,636,134
Wachovia Bank Commercial Mortgage Trust Series 2006-C24 Class APB
03-15-45		5.576			4,000,000		4,230,826
Wachovia Bank Commercial Mortgage Trust Series 2006-C27 Class APB
07-15-45		5.727			4,550,000		4,797,690
Wachovia Bank Commercial Mortgage Trust Series 2006-C29 Class A4
11-15-48		5.308			2,800,000		2,971,714

Total							439,091,141


Residential Mortgage-Backed (36.6%)(f)
American General Mortgage Loan Trust CMO Series 2009-1 Class A7
09-25-48		5.750			13,705,000	(d)	13,835,513
Banc of America Funding Corp. CMO Series 2010-R4 Class 4A1
06-26-37		0.471			8,337,240	(d,k)	8,132,442
Bear Stearns Mortgage Funding Trust CMO Series 2007-AR1 Class 2A4
02-25-37		0.496			7,497,767	(k)	959,069
Castle Peak Loan Trust CMO Series 2010-NPL1 Class A
12-25-50		7.750			8,791,206	(d)	8,791,206
Chaseflex Trust CMO Series 2005-2 Class 2A2
06-25-35		6.500			225,908		210,634
Citigroup Mortgage Loan Trust, Inc. CMO Series 2010-4 Class 4A5
10-25-35		5.000			21,857,662	(d)	21,310,014
Countrywide Alternative Loan Trust CMO Series 2003-11T1 Class A1
07-25-18		4.750			952,393		966,803

See accompanying Notes to Portfolio of Investments.

178 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Residential Mortgage-Backed (cont.)
Countrywide Alternative Loan Trust CMO Series 2005-14 Class 2A2
05-25-35		0.511	%		$3,904,138	(k)	$1,864,239
Countrywide Alternative Loan Trust CMO Series 2005-42CB Class A9
10-25-35		0.511			637,317	(k)	631,940
Countrywide Alternative Loan Trust CMO Series 2006-OA11 Class A3B1
09-25-46		0.441			35,320	(k)	34,239
Countrywide Alternative Loan Trust CMO Series 2007-OH1 Class A1A
04-25-47		0.351			2,087,988	(k)	1,976,022
Countrywide Alternative Loan Trust CMO Series 2007-OH3 Class A3
09-25-47		0.761			16,538,947	(k)	3,631,101
Countrywide Home Loan Mortgage Pass-Through Trust CMO Series 2005-R2 Class 2A1
06-25-35		7.000			2,484,171	(d)	2,528,844
Credit Suisse Mortgage Capital Certificates CMO Series 2009-12R Class 13A1
08-27-37		6.000			5,751,477	(d)	6,053,458
Credit Suisse Mortgage Capital Certificates CMO Series 2009-12R Class 30A1
12-27-36		5.300			4,894,511	(d)	4,981,045
Credit Suisse Mortgage Capital Certificates CMO Series 2010-11R Class A1
06-28-47		1.261			23,651,130	(d,k)	23,297,590
Credit Suisse Mortgage Capital Certificates CMO Series 2010-12R Class 13A1
12-26-37		4.250			19,841,188	(d,k)	20,009,143
Credit Suisse Mortgage Capital Certificates CMO Series 2010-6R Class 1A2
02-27-37		5.500			4,650,000	(d)	4,691,208
Fadr LLC Series 2009-2 Class A
01-28-40		2.511			5,638,645	(d,k)	5,356,713
Federal Home Loan Mortgage Corp.
01-01-26		3.500			31,500,000	(g)	31,687,047
11-01-40		4.500			14,906,015		15,358,755
01-01-41		4.500			9,500,000	(g)	9,734,536
01-01-41		6.000			13,300,000	(g)	14,405,563
Federal Home Loan Mortgage Corp. #1G3723
08-01-37		5.834			1,724,850	(k)	1,855,921
Federal Home Loan Mortgage Corp. #A27373
10-01-34		6.500			330,875		371,782
Federal Home Loan Mortgage Corp. #A87434
07-01-39		5.000			11,434,387		12,053,080
Federal Home Loan Mortgage Corp. #B11452
12-01-18		6.000			563,782		615,316
Federal Home Loan Mortgage Corp. #B11835
01-01-19		5.500			56,709		61,591
Federal Home Loan Mortgage Corp. #B12280
02-01-19		5.500			68,212		74,084
Federal Home Loan Mortgage Corp. #C00356
08-01-24		8.000			54,527		63,680
Federal Home Loan Mortgage Corp. #C14412
09-01-28		6.000			806,832		886,702
Federal Home Loan Mortgage Corp. #C46101
08-01-29		6.500			151,651		170,519
Federal Home Loan Mortgage Corp. #C53878
12-01-30		5.500			589,773		632,976
Federal Home Loan Mortgage Corp. #C59161
10-01-31		6.000			1,432,754		1,574,585
Federal Home Loan Mortgage Corp. #C79930
06-01-33		5.500			1,290,688		1,386,735
Federal Home Loan Mortgage Corp. #C80198
08-01-24		8.000			24,258		28,330
Federal Home Loan Mortgage Corp. #C80253
01-01-25		9.000			32,602		38,712
Federal Home Loan Mortgage Corp. #C90767
12-01-23		6.000			1,989,626		2,186,910
Federal Home Loan Mortgage Corp. #D95319
03-01-22		6.000			178,971		197,075
Federal Home Loan Mortgage Corp. #D96300
10-01-23		5.500			209,086		224,213
Federal Home Loan Mortgage Corp. #E01127
02-01-17		6.500			947,731		1,032,641
Federal Home Loan Mortgage Corp. #E01419
05-01-18		5.500			589,857		636,308
Federal Home Loan Mortgage Corp. #E98725
08-01-18		5.000			2,089,503		2,226,749
Federal Home Loan Mortgage Corp. #E99684
10-01-18		5.000			1,914,674		2,061,897
Federal Home Loan Mortgage Corp. #G01108
04-01-30		7.000			931,803		1,060,561
Federal Home Loan Mortgage Corp. #G01410
04-01-32		7.000			43,135		49,178
Federal Home Loan Mortgage Corp. #G01427
12-01-31		6.500			377,010		423,916
Federal Home Loan Mortgage Corp. #G01535
04-01-33		6.000			303,135		338,528
Federal Home Loan Mortgage Corp. #G03419
07-01-37		6.000			28,183,283		31,158,154
Federal Home Loan Mortgage Corp. #G04688
09-01-38		5.500			18,091,719		19,296,678
Federal Home Loan Mortgage Corp. #G30225
02-01-23		6.000			2,480,786		2,731,733
Federal Home Loan Mortgage Corp. #H01724
09-01-37		6.000			5,313,406		5,683,061
Federal Home Loan Mortgage Corp. CMO I.O. Series 2795 Class IY
07-15-17		85.440			25,596	(i)	335
Federal Home Loan Mortgage Corp. CMO I.O. Series 2817 Class SA
06-15-32		20.000			3,024,519	(i)	226,844
Federal Home Loan Mortgage Corp. CMO I.O. Series 2936 Class AS
02-15-35		12.810			6,337,779	(i)	929,061
Federal Home Loan Mortgage Corp. CMO I.O. Series 2950 Class SM
03-15-35		2.330			8,088,554	(i)	984,462
Federal Home Loan Mortgage Corp. CMO I.O. Series 3155 Class PS
05-15-36		1.810			20,514,847	(i)	3,506,738
Federal Home Loan Mortgage Corp. CMO I.O. Series 3256 Class S
12-15-36		18.708			18,055,934	(i)	2,477,177
Federal Home Loan Mortgage Corp. CMO I.O. Series 3430 Class IA
07-15-12		77.671			24,557,831	(i)	128,145
Federal Home Loan Mortgage Corp. CMO I.O. Series 3447 Class AI
03-15-12		11.424			12,730,001	(i)	125,578
Federal Home Loan Mortgage Corp. CMO I.O. Series 3517 Class JI
12-15-12		34.203			10,598,996	(i)	92,206
Federal Home Loan Mortgage Corp. CMO I.O. Series 3630 Class AI
03-15-17		12.307			70,207,045	(i)	2,935,462
Federal Home Loan Mortgage Corp. CMO I.O. Series 3639 Class SC
02-15-40		22.273			11,119,065	(i)	1,182,191
Federal National Mortgage Association
01-01-26		3.500			1,910,000	(g)	1,923,131
01-01-26		4.500			36,875,000	(g)	38,655,362
01-01-26		5.500			14,875,000	(g)	15,990,625
01-01-26		6.000			15,000,000	(g)	16,291,410
05-01-40		5.000			7,885,244		8,295,483
01-01-41		4.000			122,400,000	(g)	121,749,810
01-01-41		4.500			86,000,000	(g)	88,270,915
01-01-41		5.000			2,600,000	(g)	2,733,250
01-01-41		6.000			55,305,000	(g)	60,109,622
01-01-41		6.500			51,500,000	(g)	57,229,375
Federal National Mortgage Association #125032
11-01-21		8.000			11,851		13,651
Federal National Mortgage Association #125474
02-01-27		7.500			359,823		411,976
Federal National Mortgage Association #190353
08-01-34		5.000			6,432,044		6,794,819
Federal National Mortgage Association #190899
04-01-23		8.500			92,324		102,202
Federal National Mortgage Association #190988
06-01-24		9.000			104,863		122,362
Federal National Mortgage Association #252440
05-01-29		7.000			71,870		81,780
Federal National Mortgage Association #253883
08-01-16		6.000			219,966		239,454
Federal National Mortgage Association #254224
02-01-17		7.000			404,970		446,404
Federal National Mortgage Association #254560
11-01-32		5.000			1,432,169		1,513,392
Federal National Mortgage Association #254675
01-01-23		6.500			83,425		92,255
Federal National Mortgage Association #254916
09-01-23		5.500			2,059,438		2,227,862
Federal National Mortgage Association #255364
09-01-34		6.000			224,188		245,915
Federal National Mortgage Association #256171
03-01-26		6.000			9,412,364		10,275,655
Federal National Mortgage Association #257016
12-01-37		7.000			2,544,389		2,881,349

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 179

Portfolio of Investments (continued)

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Residential Mortgage-Backed (cont.)
Federal National Mortgage Association #303727
02-01-11		6.000	%		$129		$129
Federal National Mortgage Association #323715
05-01-29		6.000			32,298		36,165
Federal National Mortgage Association #442411
11-01-28		6.500			670,583		754,014
Federal National Mortgage Association #446964
10-01-28		6.000			2,553,336		2,812,763
Federal National Mortgage Association #450370
01-01-29		6.500			863,176		970,568
Federal National Mortgage Association #50553
04-01-22		8.000			44,905		51,820
Federal National Mortgage Association #510587
08-01-29		7.000			42,061		47,860
Federal National Mortgage Association #545339
11-01-31		6.500			49,971		56,265
Federal National Mortgage Association #545342
04-01-13		7.000			10,032		10,438
Federal National Mortgage Association #545869
07-01-32		6.500			723,013		818,574
Federal National Mortgage Association #545874
08-01-32		6.500			62,976		71,575
Federal National Mortgage Association #545885
08-01-32		6.500			1,625,294		1,839,122
Federal National Mortgage Association #545910
08-01-17		6.000			635,519		694,499
Federal National Mortgage Association #555340
04-01-33		5.500			85,124		92,772
Federal National Mortgage Association #555375
04-01-33		6.000			5,245,009		5,803,164
Federal National Mortgage Association #555376
04-01-18		4.500			83,918		88,901
Federal National Mortgage Association #555458
05-01-33		5.500			6,840,569		7,452,372
Federal National Mortgage Association #555528
04-01-33		6.000			10,872,403		11,977,070
Federal National Mortgage Association #555734
07-01-23		5.000			1,832,370		1,951,303
Federal National Mortgage Association #606882
10-01-31		7.000			228,094		259,854
Federal National Mortgage Association #609621
11-01-31		7.000			1,396,486		1,590,937
Federal National Mortgage Association #615135
11-01-16		6.000			64,681		70,411
Federal National Mortgage Association #617746
08-01-32		6.500			96,947		109,008
Federal National Mortgage Association #626720
01-01-17		6.000			58,037		63,179
Federal National Mortgage Association #630599
05-01-32		7.000			2,047,395		2,333,529
Federal National Mortgage Association #634367
03-01-17		6.500			379,485		414,885
Federal National Mortgage Association #645569
06-01-32		7.000			128,555		146,521
Federal National Mortgage Association #646938
06-01-32		7.000			870,371		992,010
Federal National Mortgage Association #647549
08-01-17		6.000			613,427		669,115
Federal National Mortgage Association #650009
09-01-31		7.500			7,391		8,469
Federal National Mortgage Association #650159
10-01-32		6.500			1,676,685		1,914,007
Federal National Mortgage Association #652600
02-01-18		5.500			2,557,562		2,757,771
Federal National Mortgage Association #667604
10-01-32		5.500			2,839,606		3,057,257
Federal National Mortgage Association #667721
03-01-33		6.000			1,338,832		1,488,904
Federal National Mortgage Association #667787
02-01-18		5.500			282,418		304,703
Federal National Mortgage Association #669925
09-01-17		6.500			944,583		1,034,513
Federal National Mortgage Association #670382
09-01-32		6.000			2,861,849		3,152,621
Federal National Mortgage Association #670387
08-01-32		7.000			390,149		444,226
Federal National Mortgage Association #672289
12-01-17		5.500			192,235		207,342
Federal National Mortgage Association #677089
01-01-33		5.500			64,478		69,421
Federal National Mortgage Association #677695
02-01-33		6.500			190,841		217,851
Federal National Mortgage Association #678028
09-01-17		6.000			225,196		245,639
Federal National Mortgage Association #683116
02-01-33		6.000			339,899		374,434
Federal National Mortgage Association #684585
02-01-33		5.500			263,051		285,581
Federal National Mortgage Association #684586
03-01-33		6.000			915,473		1,018,245
Federal National Mortgage Association #684601
03-01-33		6.000			773,914		862,844
Federal National Mortgage Association #687051
01-01-33		6.000			2,855,520		3,105,493
Federal National Mortgage Association #688691
03-01-33		5.500			179,210		193,170
Federal National Mortgage Association #689093
07-01-28		5.500			698,608		754,775
Federal National Mortgage Association #694316
03-01-18		5.500			661,300		714,205
Federal National Mortgage Association #694546
03-01-33		5.500			902,502		972,806
Federal National Mortgage Association #694628
04-01-33		5.500			1,373,968		1,489,957
Federal National Mortgage Association #694795
04-01-33		5.500			1,623,989		1,760,975
Federal National Mortgage Association #694988
03-01-33		5.500			2,870,874		3,112,196
Federal National Mortgage Association #695202
03-01-33		6.500			886,011		996,245
Federal National Mortgage Association #704610
06-01-33		5.500			94,637		102,595
Federal National Mortgage Association #709901
06-01-18		5.000			1,258,953		1,359,219
Federal National Mortgage Association #711501
05-01-33		5.500			787,431		856,501
Federal National Mortgage Association #723687
08-01-28		5.500			1,144,684		1,236,714
Federal National Mortgage Association #724867
06-01-18		5.000			53,697		57,986
Federal National Mortgage Association #725232
03-01-34		5.000			6,806,926		7,199,353
Federal National Mortgage Association #725284
11-01-18		7.000			31,181		32,730
Federal National Mortgage Association #725424
04-01-34		5.500			23,202,092		25,009,495
Federal National Mortgage Association #725684
05-01-18		6.000			2,004,977		2,182,958
Federal National Mortgage Association #725813
12-01-33		6.500			3,791,870		4,287,336
Federal National Mortgage Association #726940
08-01-23		5.500			33,193		35,950
Federal National Mortgage Association #730153
08-01-33		5.500			263,316		283,828
Federal National Mortgage Association #730231
08-01-23		5.500			3,615,017		3,910,658
Federal National Mortgage Association #731075
07-01-18		5.500			61,011		66,452
Federal National Mortgage Association #731417
09-01-18		5.500			618,543		668,098
Federal National Mortgage Association #732094
08-01-18		5.500			38,518		41,596
Federal National Mortgage Association #735212
12-01-34		5.000			14,223,545	(e)	15,025,770
Federal National Mortgage Association #735224
02-01-35		5.500			20,268,049		21,846,894
Federal National Mortgage Association #735382
04-01-35		5.000			12,148,355		12,833,537
Federal National Mortgage Association #742840
10-01-18		5.500			536,581		579,778
Federal National Mortgage Association #743262
10-01-18		5.000			1,294,357		1,399,520
Federal National Mortgage Association #743455
10-01-18		5.500			1,972,434		2,131,584
Federal National Mortgage Association #743579
11-01-33		5.500			44,510		47,978
Federal National Mortgage Association #745079
12-01-20		5.000			256,583		274,103
Federal National Mortgage Association #745278
06-01-19		4.500			7,667,162		8,122,399
Federal National Mortgage Association #745283
01-01-36		5.500			27,528,487	(q)	29,664,305
Federal National Mortgage Association #745355
03-01-36		5.000			5,024,556		5,304,807
Federal National Mortgage Association #745392
12-01-20		4.500			19,110,102		20,220,876
Federal National Mortgage Association #745563
08-01-34		5.500			8,405,497		9,112,804

See accompanying Notes to Portfolio of Investments.

180 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Residential Mortgage-Backed (cont.)
Federal National Mortgage Association #747584
11-01-28		5.500	%		$2,440,894		$2,637,138
Federal National Mortgage Association #753074
12-01-28		5.500			69,267		74,836
Federal National Mortgage Association #756844
02-01-19		5.000			1,026,177	(q)	1,103,300
Federal National Mortgage Association #759330
01-01-19		6.500			50,767		55,678
Federal National Mortgage Association #759342
01-01-34		6.500			471,153		534,925
Federal National Mortgage Association #761031
01-01-34		5.000			359,292		381,218
Federal National Mortgage Association #763703
04-01-34		5.500			14,241,665		15,346,862
Federal National Mortgage Association #763754
02-01-29		5.500			55,222		59,559
Federal National Mortgage Association #763798
03-01-34		5.500			135,419		146,814
Federal National Mortgage Association #765758
02-01-19		5.000			1,320,421		1,413,882
Federal National Mortgage Association #776962
04-01-29		5.000			5,208,062		5,525,891
Federal National Mortgage Association #776987
04-01-29		5.000			205,721		218,276
Federal National Mortgage Association #785506
06-01-34		5.000			333,368		352,171
Federal National Mortgage Association #785738
11-01-19		5.000			3,958,418	(q)	4,238,600
Federal National Mortgage Association #791447
10-01-34		6.000			212,881		235,375
Federal National Mortgage Association #797232
09-01-34		5.500			4,954,714		5,332,935
Federal National Mortgage Association #829227
08-01-35		6.000			233,038		255,477
Federal National Mortgage Association #833731
07-01-20		5.000			5,856,019		6,255,875
Federal National Mortgage Association #885871
06-01-36		7.000			2,639,822		3,019,744
Federal National Mortgage Association #886291
07-01-36		7.000			94,055		107,963
Federal National Mortgage Association #887648
07-01-36		5.950			1,567,411	(k)	1,674,389
Federal National Mortgage Association #888103
09-01-36		5.500			137,642		148,020
Federal National Mortgage Association #888414
11-01-35		5.000			4,404,385		4,650,045
Federal National Mortgage Association #894547
05-01-35		2.637			5,472,037	(k)	5,705,815
Federal National Mortgage Association #909188
05-01-38		7.000			8,764,733	(e)	9,912,794
Federal National Mortgage Association #909200
06-01-38		7.000			6,493,030		7,343,528
Federal National Mortgage Association #909214
07-01-38		7.000			7,143,839		8,079,585
Federal National Mortgage Association #972006
02-01-38		5.500			26,577,334		28,452,484
Federal National Mortgage Association #976421
03-01-23		4.500			2,875,256		3,019,018
Federal National Mortgage Association #995097
10-01-37		6.500			11,614,272		13,015,712
Federal National Mortgage Association #AD6420
06-01-40		5.000			13,083,645		13,764,338
Federal National Mortgage Association #AD8315
07-01-40		4.500			42,349,874	(e)	43,510,438
Federal National Mortgage Association #AD8486
08-01-40		5.000			37,829,876	(e)	39,798,021
Federal National Mortgage Association #AE7536
10-01-40		4.500			41,859,380		43,006,502
Federal National Mortgage Association CMO I.O. Series 2003-63 Class IP
07-25-33		1.000			9,850,228	(i)	2,119,881
07-25-33		20.000			425,150	(i)	91,497
Federal National Mortgage Association CMO I.O. Series 2003-71 Class IM
12-25-31		20.000			1,016,281	(i)	112,746
Federal National Mortgage Association CMO I.O. Series 2004-53 Class QC
02-25-34		8.790			7,371,230	(i)	781,126
Federal National Mortgage Association CMO I.O. Series 2004-64 Class SW
08-25-34		11.420			3,198,421	(i)	539,607
Federal National Mortgage Association CMO I.O. Series 2004-84 Class GI
12-25-22		24.840			521,330	(i)	34,066
Federal National Mortgage Association CMO I.O. Series 2005-29 Class SX
04-25-35		15.289			6,744,628	(i)	1,092,171
Federal National Mortgage Association CMO I.O. Series 2006-33 Class JS
05-25-36		11.450			8,580,751	(i)	1,271,182
Federal National Mortgage Association CMO I.O. Series 2007-15 Class NI
03-25-22		17.076			11,484,575	(i)	1,436,172
Federal National Mortgage Association CMO I.O. Series 2008-40 Class AI
08-25-12		10.538			41,404,544	(i)	569,010
Federal National Mortgage Association CMO I.O. Series 2008-7 Class SA
02-25-38		7.933			11,473,519	(i)	1,981,681
Federal National Mortgage Association CMO I.O. Series 2009-87 Class NS
11-25-39		15.030			14,046,891	(i)	1,925,662
Federal National Mortgage Association CMO I.O. Series 2010-3 Class DI
04-25-34		14.430			33,255,011	(i)	1,424,455
Federal National Mortgage Association CMO I.O. Series 2010-4 Class SK
02-25-40		14.070			12,232,066	(i)	1,591,596
Government National Mortgage Association
01-01-41		4.000			68,000,000	(g)	68,456,891
01-01-41		4.500			30,000,000	(g)	31,143,750
Government National Mortgage Association #604708
10-15-33		5.500			2,128,633		2,312,549
Government National Mortgage Association CMO I.O. Series 2002-66 Class SA
12-16-25		25.055			5,744,499	(i)	909,751
Government National Mortgage Association CMO I.O. Series 2002-70 Class IC
08-20-32		4.414			1,170,321	(i)	140,607
Government National Mortgage Association CMO I.O. Series 2002-80 Class CI
01-20-32		7.233			20,523	(i)	88
Government National Mortgage Association CMO I.O. Series 2009-106 Class CM
01-16-34		25.384			17,974,755	(i)	2,251,135
Government National Mortgage Association CMO I.O. Series 2009-87 Class SK
08-20-32		7.700			25,579,807	(i)	2,694,024
Government National Mortgage Association CMO I.O. Series 2010-14 Class AV
02-16-40		15.920			7,869,345	(i)	1,168,178
GSR Mortgage Loan Trust CMO Series 2004-6F Class 2A4
05-25-34		5.500			10,045,794	(s)	10,312,479
Indymac Index Mortgage Loan Trust CMO I.O. Series 2006-AR25 Class 3A3
09-25-36		20.000			32,857,964	(i)	190,093
Indymac Index Mortgage Loan Trust CMO Series 2006-AR13 Class A1
07-25-36		5.529			110,767	(k)	92,731
JP Morgan Alternative Loan Trust CMO Series 2006-A4 Class A1
09-25-36		5.950			7,239,860		7,241,822
Lehman XS Trust Series 2006-15 Class A1
10-25-36		0.341			3,410,932	(k)	3,385,988
LVII Resecuritization Trust CMO Series 2009-3 Class A1
11-27-37		5.702			6,896,029	(d,k)	6,962,768
MASTR Alternative Loans Trust CMO Series 2004-2 Class 4A1
02-25-19		5.000			2,166,869		2,179,484
MASTR Alternative Loans Trust CMO Series 2004-4 Class 2A1
05-25-34		6.000			406,490		406,515
MASTR Alternative Loans Trust CMO Series 2004-7 Class 8A1
08-25-19		5.000			1,417,266		1,414,513
MASTR Alternative Loans Trust CMO Series 2004-8 Class 7A1
09-25-19		5.000			2,270,903		2,189,472
Morgan Stanley Reremic Trust CMO Series 2010-R9 Class 3B
11-26-36		5.000			12,000,000	(d)	12,000,000
Thornburg Mortgage Securities Trust CMO I.O. Series 2006-5 Class AX
10-25-46		12.564			9,077,160	(i)	241,433
Thornburg Mortgage Securities Trust CMO Series 2006-5 Class A2
10-25-46		0.441			8,847,464	(k)	8,660,655

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 181

Portfolio of Investments (continued)

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Residential Mortgage-Backed (cont.)
Thornburg Mortgage Securities Trust CMO Series 2006-6 Class A2
11-25-46		0.411	%		$5,534,020	(k)	$5,289,555
Washington Mutual Alternative Mortgage Pass-Through Certificates CMO Series 2007-OC1 Class A2
01-25-47		0.381			236,679	(k)	109,625

Total							1,439,575,460


Aerospace & Defense (0.2%)
Esterline Technologies Corp.
08-01-20		7.000			95,000	(d)	98,325
L-3 Communications Corp.
10-15-15		6.375			3,397,000		3,498,910
Mantech International Corp.
04-15-18		7.250			680,000		710,600
Oshkosh Corp.
03-01-17		8.250			1,662,000	(e)	1,807,425
03-01-20		8.500			1,301,000	(e)	1,427,848
TransDigm, Inc. Senior Subordinated Notes
12-15-18		7.750			1,229,000	(d,e)	1,272,015

Total							8,815,123


Automotive (0.1%)
Lear Corp.
03-15-18		7.875			2,487,000	(e)	2,654,873
03-15-20		8.125			1,361,000	(e)	1,483,490

Total							4,138,363


Banking (4.3%)
Bank of America Corp. Senior Unsecured
05-01-18		5.650			18,735,000		19,325,379
07-01-20		5.625			14,695,000	(e)	14,930,209
Bank of Montreal
06-09-15		2.850			9,520,000	(c,d)	9,623,030
Bank of Nova Scotia
10-29-15		1.650			30,190,000	(c,d)	29,012,684
Canadian Imperial Bank of Commerce
07-02-15		2.600			8,695,000	(c,d)	8,701,788
JPMorgan Chase & Co. Senior Unsecured
01-15-16		2.600			14,340,000		13,942,798
10-15-20		4.250			8,710,000		8,506,622
Morgan Stanley Senior Unsecured
07-24-20		5.500			20,785,000	(e)	20,998,545
Santander U.S. Debt SA Unipersonal Bank Guaranteed
10-07-15		3.781			7,100,000	(c,d,e)	6,657,761
The Goldman Sachs Group, Inc. Senior Notes
06-15-20		6.000			3,920,000		4,236,203
The Royal Bank of Scotland PLC
08-24-20		5.625			4,405,000	(c,e)	4,362,093
The Toronto-Dominion Bank
07-29-15		2.200			29,185,000	(c,d,e)	28,805,188

Total							169,102,300


Building Materials (—%)
Associated Materials LLC Senior Secured
11-01-17		9.125			650,000	(d,e)	682,500
Interface, Inc. Senior Notes
12-01-18		7.625			321,000	(d)	330,630

Total							1,013,130


Chemicals (1.1%)
Airgas, Inc.
10-01-18		7.125			3,770,000		4,165,850
Ashland, Inc.
06-01-17		9.125			2,065,000		2,379,913
Celanese U.S. Holdings LLC
10-15-18		6.625			1,633,000	(d,e)	1,686,073
CF Industries, Inc.
05-01-18		6.875			3,440,000		3,680,800
05-01-20		7.125			805,000	(e)	881,475
Hexion U.S. Finance Corp./Nova Scotia ULC Senior Secured
02-01-18		8.875			825,000	(e)	881,719
Invista
05-01-12		9.250			565,000	(d)	573,707
LyondellBasell Industries Senior Secured
11-01-17		8.000			4,291,000	(d,e)	4,763,009
Nalco Co. Senior Notes
01-15-19		6.625			2,870,000	(d,e)	2,934,575
Nova Chemicals Corp. Senior Unsecured
11-01-16		8.375			1,448,000	(c)	1,542,120
Polypore International, Inc. Senior Notes
11-15-17		7.500			1,095,000	(d)	1,116,900
The Dow Chemical Co. Senior Unsecured
11-15-20		4.250			20,620,000	(e)	19,751,856

Total							44,357,997


Construction Machinery (0.1%)
Case New Holland, Inc. Senior Notes
12-01-17		7.875			1,513,000	(d)	1,664,300
The Manitowoc Co., Inc.
11-01-13		7.125			3,375,000		3,404,531
11-01-20		8.500			645,000	(e)	685,313

Total							5,754,144


Consumer Products (0.1%)
Central Garden and Pet Co.
03-01-18		8.250			485,000		495,913
Jarden Corp.
05-01-16		8.000			1,885,000	(e)	2,052,294
Spectrum Brands Holdings, Inc. Senior Secured
06-15-18		9.500			2,772,000	(d,e)	3,049,199

Total							5,597,406


Diversified Manufacturing (0.1%)
Pinafore LLC/Inc. Senior Secured
10-01-18		9.000			240,000	(d,e)	260,400
SPX Corp.
09-01-17		6.875			2,522,000	(d)	2,679,625

Total							2,940,025


Electric (9.1%)
Arizona Public Service Co. Senior Unsecured
08-01-16		6.250			5,685,000		6,353,846
CMS Energy Corp. Senior Unsecured
09-30-15		4.250			7,210,000		7,137,900
12-15-15		6.875			1,515,000		1,653,177
02-01-20		6.250			6,000,000	(e)	6,105,000
Consumers Energy Co. 1st Mortgage
02-15-17		5.150			2,265,000		2,476,750
Dominion Resources, Inc. Senior Unsecured
08-01-33		5.250			13,605,000		14,976,166
DTE Energy Co. Senior Unsecured
06-01-11		7.050			1,220,000		1,250,706
05-15-14		7.625			16,980,000		19,571,522
Duke Energy Corp. Senior Unsecured
06-15-18		6.250			4,210,000		4,784,682
Florida Power & Light Co. 1st Mortgage
02-01-41		5.250			2,515,000		2,545,042
Florida Power Corp. 1st Mortgage
06-15-18		5.650			3,730,000		4,211,606
Indiana Michigan Power Co. Senior Unsecured
03-15-37		6.050			8,710,000		9,059,402
KCP&L Greater Missouri Operations Co. Senior Unsecured
07-01-12		11.875			2,430,000		2,756,364
Majapahit Holding BV
10-17-16		7.750			620,000	(c,d)	716,100
Metropolitan Edison Co. Senior Unsecured
03-15-13		4.950			1,800,000		1,897,684
Midwest Generation LLC Pass-Through Certificates
01-02-16		8.560			5,300,107		5,353,108

See accompanying Notes to Portfolio of Investments.

182 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Electric (cont.)
Nevada Power Co.
04-15-12		6.500	%		$1,000,000		$1,063,439
01-15-15		5.875			9,959,000		11,105,241
05-15-18		6.500			7,270,000		8,367,072
08-01-18		6.500			11,139,000		12,897,488
Nisource Finance Corp.
03-01-13		6.150			22,425,000		24,463,521
09-15-17		5.250			15,350,000		16,124,991
09-15-20		5.450			16,150,000		16,642,640
NRG Energy, Inc.
01-15-17		7.375			7,656,000	(e)	7,885,680
Ohio Power Co. Senior Unsecured
01-15-14		4.850			950,000		1,004,750
06-01-16		6.000			7,135,000		8,032,105
PacifiCorp 1st Mortgage
09-15-13		5.450			5,605,000		6,141,348
Potomac Electric Power Co. 1st Mortgage
04-15-14		4.650			4,045,000		4,326,014
Power Sector Assets & Liabilities Management Corp. Government Guaranteed
12-02-24		7.390			860,000	(c,d)	1,003,870
PPL Electric Utilities Corp. 1st Mortgage
11-30-13		7.125			6,860,000		7,927,402
Progress Energy, Inc. Senior Unsecured
03-01-11		7.100			4,260,000		4,303,473
01-15-16		5.625			3,800,000		4,256,445
12-01-39		6.000			1,440,000		1,527,656
Sierra Pacific Power Co.
05-15-16		6.000			36,826,000		41,710,121
Tampa Electric Co. Senior Unsecured
05-15-18		6.100			7,510,000		8,454,120
05-15-37		6.150			420,000		442,566
The Cleveland Electric Illuminating Co. 1st Mortgage
11-15-18		8.875			40,725,000		51,779,230
The Detroit Edison Co. Senior Secured
10-01-13		6.400			7,450,000		8,405,381
The Toledo Edison Co. 1st Mortgage
05-01-20		7.250			2,585,000		3,055,625
The Toledo Edison Co. Senior Secured
05-15-37		6.150			6,670,000	(e)	6,890,097
TransAlta Corp. Senior Unsecured
01-15-15		4.750			9,770,000	(c)	10,322,997

Total							358,982,327


Entertainment (0.2%)
Regal Cinemas Corp.
07-15-19		8.625			1,870,000		1,982,200
Speedway Motorsports, Inc.
06-01-16		8.750			2,760,000		2,980,800
United Artists Theatre Circuit, Inc. 1995-A Pass-Through Certificates
07-01-15		9.300			1,509,201	(h,p)	1,508,144

Total							6,471,144


Food and Beverage (2.5%)
Anheuser-Busch InBev Worldwide, Inc.
11-15-14		5.375			30,641,000	(d)	33,758,813
Cott Beverages, Inc.
09-01-18		8.125			249,000		268,298
Del Monte Corp.
10-15-19		7.500			1,698,000		1,980,293
Kraft Foods, Inc. Senior Unsecured
08-11-17		6.500			29,295,000		34,082,345
02-01-18		6.125			2,565,000		2,929,987
SABMiller PLC Senior Unsecured
01-15-14		5.700			14,835,000	(c,d)	16,382,305
07-15-18		6.500			4,414,000	(c,d)	5,158,999
Sara Lee Corp. Senior Unsecured
09-15-15		2.750			2,845,000		2,821,449

Total							97,382,489


Gaming (0.1%)
MGM Resorts International Senior Secured
11-15-17		11.125			1,835,000		2,110,250
Seneca Gaming Corp.
12-01-18		8.250			925,000	(d)	927,313

Total							3,037,563


Gas Distributors (0.1%)
Energy Transfer Equity LP
10-15-20		7.500			2,105,000		2,189,200


Gas Pipelines (4.1%)
AK Transneft OJSC Via TransCapitalInvest Ltd. Senior Unsecured
08-07-18		8.700			950,000	(c,d)	1,176,231
Colorado Interstate Gas Co. Senior Unsecured
11-15-15		6.800			46,025,000	(e)	53,021,950
El Paso Corp. Senior Unsecured
09-15-20		6.500			2,420,000	(d,e)	2,432,100
Northern Natural Gas Co. Senior Unsecured
06-01-11		7.000			660,000	(d)	676,478
Northwest Pipeline GP Senior Unsecured
06-15-16		7.000			11,695,000		13,847,126
04-15-17		5.950			12,945,000		14,595,719
Regency Energy Partners LP/Finance Corp.
06-01-16		9.375			90,000		98,775
12-01-18		6.875			580,000		587,975
Southern Natural Gas Co. Senior Unsecured
04-01-17		5.900			33,068,000	(d,e)	35,460,900
Southern Star Central Corp. Senior Notes
03-01-16		6.750			1,750,000		1,767,500
Transcontinental Gas Pipe Line Co. LLC Senior Unsecured
08-15-11		7.000			6,972,000	(e)	7,231,916
04-15-16		6.400			27,130,000	(e)	31,198,442

Total							162,095,112


Health Care (0.6%)
Cardinal Health, Inc. Senior Unsecured
12-15-20		4.625			12,935,000		12,906,090
HCA, Inc. Senior Secured
02-15-20		7.875			671,000	(e)	717,970
09-15-20		7.250			8,119,000	(e)	8,484,355
LifePoint Hospitals, Inc.
10-01-20		6.625			462,000	(d)	458,535

Total							22,566,950


Health Care Insurance (—%)
UnitedHealth Group, Inc. Senior Unsecured
10-15-40		5.700			1,855,000	(e)	1,846,955


Home Construction (—%)
K Hovnanian Enterprises, Inc. Senior Secured
10-15-16		10.625			1,440,000	(e)	1,476,000


Independent Energy (2.1%)
Anadarko Petroleum Corp. Senior Unsecured
09-15-16		5.950			21,635,000	(e)	23,242,243
Berry Petroleum Co. Senior Unsecured
11-01-20		6.750			360,000		361,800
Chesapeake Energy Corp.
08-15-20		6.625			4,110,000	(e)	4,027,800
Concho Resources, Inc. Senior Notes
01-15-21		7.000			908,000		930,700
Continental Resources, Inc.
04-01-21		7.125			503,000	(d)	528,150
Denbury Resources, Inc.
04-01-13		7.500			1,851,000	(e)	1,869,510
03-01-16		9.750			1,580,000	(e)	1,761,700
EnCana Corp. Senior Unsecured
11-01-11		6.300			22,855,000	(c)	23,891,131

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 183

Portfolio of Investments (continued)

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Independent Energy (cont.)
EXCO Resources, Inc.
09-15-18		7.500	%		$1,290,000	(e)	$1,260,975
Nexen, Inc. Senior Unsecured
05-15-17		5.650			11,260,000	(c)	12,012,967
Petrohawk Energy Corp.
08-01-14		10.500			1,605,000		1,829,700
QEP Resources, Inc. Senior Unsecured
03-01-21		6.875			1,265,000		1,328,250
Quicksilver Resources, Inc.
08-01-15		8.250			2,586,000		2,682,975
Range Resources Corp.
05-15-16		7.500			1,241,000		1,287,538
05-15-19		8.000			5,560,000		6,053,450

Total							83,068,889


Integrated Energy (0.1%)
Petro-Canada Senior Unsecured
05-15-18		6.050			4,450,000	(c,e)	5,055,930
TNK-BP Finance SA
03-13-18		7.875			705,000	(c,d)	797,299

Total							5,853,229


Life Insurance (0.4%)
Prudential Financial, Inc. Senior Unsecured
12-01-17		6.000			1,960,000		2,175,806
11-15-20		4.500			14,595,000	(e)	14,273,180

Total							16,448,986


Lodging (—%)
Wyndham Worldwide Corp. Senior Unsecured
02-01-18		5.750			693,000		704,667


Media Cable (1.2%)
Cablevision Systems Corp. Senior Unsecured
09-15-17		8.625			3,230,000	(e)	3,516,663
CCO Holdings LLC/Capital Corp.
04-30-18		7.875			1,626,000	(e)	1,682,910
Comcast Corp.
02-15-18		5.875			3,085,000	(e)	3,425,084
07-01-39		6.550			4,470,000		4,861,259
CSC Holdings LLC Senior Unsecured
02-15-18		7.875			1,005,000	(e)	1,118,063
02-15-19		8.625			575,000	(e)	649,750
DIRECTV Holdings LLC/Financing Co., Inc.
02-15-16		3.125			14,360,000		14,168,523
DISH DBS Corp.
02-01-16		7.125			4,115,000	(e)	4,248,738
09-01-19		7.875			2,355,000	(e)	2,460,975
Time Warner Cable, Inc.
11-15-40		5.875			9,830,000	(e)	9,725,408

Total							45,857,373


Media Non-Cable (1.3%)
Entravision Communications Corp. Senior Secured
08-01-17		8.750			2,190,000	(d,e)	2,304,975
Intelsat Jackson Holdings SA Senior Unsecured
10-15-20		7.250			2,595,000	(c,d,e)	2,620,950
Lamar Media Corp.
04-01-14		9.750			1,535,000	(e)	1,765,250
04-15-18		7.875			874,000	(e)	928,625
Reed Elsevier Capital, Inc.
08-01-11		6.750			3,494,000		3,616,761
RR Donnelley & Sons Co. Senior Unsecured
01-15-17		6.125			26,111,000		26,691,605
TCM Sub LLC
01-15-15		3.550			9,605,000	(d)	9,844,544
XM Satellite Radio, Inc.
11-01-18		7.625			1,720,000	(d,e)	1,775,900

Total							49,548,610


Metals (0.9%)
ArcelorMittal Senior Unsecured
06-01-19		9.850			2,030,000	(c,e)	2,565,555
08-05-20		5.250			7,330,000	(c,e)	7,246,607
10-15-39		7.000			4,450,000	(c)	4,618,134
Arch Coal, Inc.
10-01-20		7.250			121,000		127,201
Arch Western Finance LLC
07-01-13		6.750			1,665,000		1,681,650
Consol Energy, Inc.
04-01-17		8.000			1,700,000	(d,e)	1,814,750
04-01-20		8.250			3,849,000	(d)	4,156,920
FMG Resources August 2006 Pty Ltd. Senior Notes
11-01-15		7.000			1,990,000	(c,d,e)	2,047,777
02-01-16		6.375			945,000	(c,d,e)	945,000
Novelis, Inc.
12-15-17		8.375			1,365,000	(c,d,e)	1,412,775
12-15-20		8.750			1,360,000	(c,d,e)	1,411,000
Peabody Energy Corp.
09-15-20		6.500			1,825,000		1,948,188
Rain CII Carbon LLC/Corp. Senior Secured
12-01-18		8.000			1,170,000	(d,e)	1,225,575
United States Steel Corp. Senior Unsecured
02-01-18		7.000			1,783,000		1,809,745
04-01-20		7.375			2,424,000	(e)	2,460,360

Total							35,471,237


Non-Captive Diversified (1.3%)
Ally Financial, Inc.
03-15-20		8.000			4,528,000		4,946,840
CIT Group, Inc. Senior Secured
05-01-16		7.000			4,365,000	(e)	4,381,369
General Electric Capital Corp. Senior Unsecured
09-16-20		4.375			39,625,000	(e)	38,997,221
International Lease Finance Corp. Senior Unsecured
12-15-20		8.250			1,925,000		1,982,750

Total							50,308,180


Oil Field Services (0.2%)
Expro Finance Luxembourg SCA Senior Secured
12-15-16		8.500			228,000	(c,d,e)	219,014
Frac Tech Services LLC/Finance, Inc.
11-15-18		7.125			940,000	(d,e)	954,100
Gazprom Via Gaz Capital SA Senior Unsecured
11-22-16		6.212			2,425,000	(c,d)	2,555,344
04-11-18		8.146			3,000,000	(c,d)	3,472,500
KazMunayGas National Co. Senior Unsecured
07-02-18		9.125			980,000	(c,d)	1,140,475
Precision Drilling Corp.
11-15-20		6.625			760,000	(c,d,e)	773,300

Total							9,114,733


Other Financial Institutions (—%)
Cardtronics, Inc.
09-01-18		8.250			1,610,000		1,682,450


Other Industry (0.1%)
Interline Brands, Inc.
11-15-18		7.000			528,000	(d,e)	535,920
Valmont Industries, Inc.
04-20-20		6.625			4,475,000		4,669,207

Total							5,205,127


Packaging (0.3%)
Ardagh Packaging Finance PLC Senior Secured
10-15-17		7.375			1,217,000	(c,d,e)	1,255,031
Ball Corp.
09-15-20		6.750			1,589,000	(e)	1,668,450
Crown Americas LLC/Capital Corp.
11-15-15		7.750			2,170,000		2,256,800
Greif, Inc. Senior Unsecured
02-01-17		6.750			2,065,000		2,157,925
Reynolds Group Issuer, Inc./LLC Senior Secured
10-15-16		7.750			1,714,000	(d,e)	1,806,128
04-15-19		7.125			1,668,000	(d)	1,697,190

Total							10,841,524

See accompanying Notes to Portfolio of Investments.

184 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Paper (0.3%)
Cascades, Inc.
12-15-17		7.750	%		$4,255,000	(c)	$4,435,838
Georgia-Pacific LLC
11-01-20		5.400			6,821,000	(d)	6,743,778
Graphic Packaging International, Inc.
10-01-18		7.875			273,000	(e)	285,968

Total							11,465,584


Pharmaceuticals (0.2%)
Mylan, Inc.
11-15-18		6.000			1,075,000	(d,e)	1,056,188
Valeant Pharmaceuticals International
10-01-20		7.000			5,285,000	(d)	5,218,937
Warner Chilcott Co. LLC/Finance
09-15-18		7.750			1,098,000	(c,d,e)	1,108,980

Total							7,384,105


Railroads (0.4%)
CSX Corp. Senior Unsecured
03-15-11		6.750			354,000		357,993
03-15-12		6.300			4,310,000		4,573,005
03-15-18		6.250			2,035,000		2,334,473
04-15-41		5.500			8,165,000		8,022,561

Total							15,288,032


Restaurants (0.2%)
Yum! Brands, Inc. Senior Unsecured
03-15-18		6.250			4,899,000		5,531,426
11-15-37		6.875			2,262,000		2,567,169

Total							8,098,595


Retailers (0.3%)
CVS Caremark Corp. Senior Unsecured
06-01-17		5.750			3,670,000		4,083,425
09-15-39		6.125			2,500,000		2,671,145
QVC, Inc. Senior Secured
04-15-17		7.125			2,149,000	(d)	2,245,705
10-15-20		7.375			2,149,000	(d)	2,245,705
Toys R Us — Delaware, Inc. Senior Secured
09-01-16		7.375			2,413,000	(d,e)	2,503,488

Total							13,749,468


Technology (0.1%)
Amkor Technology, Inc. Senior Unsecured
05-01-18		7.375			2,900,000	(e)	3,016,000
Brocade Communications Systems, Inc. Senior Secured
01-15-18		6.625			827,000		870,418
01-15-20		6.875			724,000	(e)	771,060

Total							4,657,478


Transportation Services (0.8%)
ERAC USA Finance LLC
10-15-37		7.000			24,386,000	(d)	26,259,454
The Hertz Corp.
10-15-18		7.500			1,130,000	(d,e)	1,178,025
01-15-21		7.375			2,314,000	(d,e)	2,360,280

Total							29,797,759


Wireless (1.1%)
CC Holdings GS V LLC/Crown Castle GS III Corp. Senior Secured
05-01-17		7.750			5,630,000	(d,e)	6,150,775
Cricket Communications, Inc. Senior Secured
05-15-16		7.750			1,685,000		1,748,188
MetroPCS Wireless, Inc.
09-01-18		7.875			855,000		884,925
11-15-20		6.625			845,000		804,863
Nextel Communications, Inc.
08-01-15		7.375			2,865,000	(e)	2,868,581
SBA Telecommunications, Inc.
08-15-16		8.000			2,460,000		2,662,950
08-15-19		8.250			805,000		879,463
Sprint Nextel Corp. Senior Unsecured
08-15-17		8.375			2,900,000	(e)	3,110,250
United States Cellular Corp. Senior Unsecured
12-15-33		6.700			22,433,000		21,790,585
Wind Acquisition Finance SA Senior Secured
02-15-18		7.250			1,250,000	(c,d,e)	1,268,750

Total							42,169,330


Wirelines (4.1%)
AT&T, Inc. Senior Unsecured
02-15-39		6.550			22,310,000	(e)	24,283,409
Embarq Corp. Senior Unsecured
06-01-36		7.995			14,010,000	(e)	15,297,225
Frontier Communications Corp. Senior Unsecured
04-15-15		7.875			908,000	(e)	991,990
04-15-17		8.250			820,000	(e)	899,950
04-15-20		8.500			1,855,000	(e)	2,026,588
Qwest Communications International, Inc.
04-01-18		7.125			2,370,000	(d,e)	2,452,950
Telefonica Emisiones SAU
06-20-11		5.984			1,575,000	(c)	1,609,927
01-15-15		4.949			13,790,000	(c)	14,282,082
TELUS Corp. Senior Unsecured
06-01-11		8.000			28,980,000	(c)	29,770,285
tw telecom holdings, inc.
03-01-18		8.000			1,458,000	(e)	1,549,125
Verizon New York, Inc. Senior Unsecured
04-01-12		6.875			24,260,000		25,879,379
04-01-32		7.375			30,878,000		34,649,315
Windstream Corp.
08-01-16		8.625			1,228,000		1,292,470
11-01-17		7.875			5,412,000	(e)	5,689,365

Total							160,674,060


Total Bonds
(Cost: $3,996,750,409)							$4,120,984,390


Common Stocks (0.1%)
Issuer	Shares			Value(a)

Chemicals
Chemtura Corp.		272,127	(b)	$4,348,589


Total Common Stocks
(Cost: $1,904,138)				$4,348,589


Senior Loans (0.4%)(l)
	Coupon			Principal
Borrower	rate			amount		Value(a)


Building Materials (—%)
Goodman Global, Inc. 1st Lien Term Loan
10-28-16		5.750	%		$265,000	$266,036


Consumer Products (0.1%)
Visant Corp. Tranche B Term Loan
12-22-16		7.000			2,498,738	2,526,224


Food and Beverage (0.2%)
U.S. Foodservice Term Loan
07-03-14		2.760			7,729,796	7,070,831


Media Non-Cable (0.1%)
Nielsen Finance LLC Tranche C Term Loan
05-01-16		4.014			7,250,896	7,187,450


Total Senior Loans
(Cost: $16,892,049)				$17,050,541


Money Market Fund (8.2%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		322,075,929	(n)	$322,075,929


Total Money Market Fund
(Cost: $322,075,929)				$322,075,929

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 185

Portfolio of Investments (continued)

RiverSource VP — Diversified Bond Fund


Investments of Cash Collateral Received for Securities on Loan (12.6%)
				Amount
	Effective			payable
Issuer	yield			at maturity		Value(a)


Certificates of Deposit (8.2%)
Bank of Nova Scotia
05-12-11		0.280	%		$15,000,000	$15,000,000
Banque et Caisse d’Epargne de l’Etat
02-22-11		0.300			9,992,339	9,992,339
Barclays Bank PLC
03-15-11		0.440			10,000,000	10,000,000
Caisse des Depots
02-23-11		0.340			5,000,000	5,000,000
Canadian Imperial Bank
04-07-11		0.300			15,000,000	15,000,000
Credit Agricole
04-21-11		0.400			20,000,493	20,000,493
Credit Industrial et Commercial
01-04-11		0.470			15,000,000	15,000,000
02-23-11		0.380			4,995,149	4,995,149
03-07-11		0.400			10,000,000	10,000,000
Credit Suisse
04-15-11		0.300			12,000,000	12,000,000
DZ Bank AG
01-21-11		0.335			9,994,420	9,994,420
Landesbank Hessen Thuringen
01-03-11		0.300			10,000,044	10,000,044
Mitsubishi UFJ Trust and Banking Corp.
01-04-11		0.330			4,996,428	4,996,428
National Australia Bank Ltd.
03-17-11		0.311			25,000,000	25,000,000
National Bank of Canada
03-21-11		0.400			15,000,000	15,000,000
Natixis
03-07-11		0.440			19,000,000	19,000,000
Norinchukin Bank
01-06-11		0.330			16,000,000	16,000,000
01-25-11		0.330			5,000,000	5,000,000
Nykredit Bank
01-20-11		0.520			5,000,000	5,000,000
Rabobank Group
04-27-11		0.311			15,000,000	15,000,000
Societe Generale
02-01-11		0.315	%		10,000,000	10,000,000
02-17-11		0.310			4,996,042	4,996,042
02-24-11		0.305			4,996,106	4,996,106
Sumitomo Trust & Banking Co., Ltd.
02-04-11		0.400			5,000,000	5,000,000
04-21-11		0.510			10,000,000	10,000,000
Union Bank of Switzerland
04-18-11		0.341			12,000,000	12,000,000
United Overseas Bank Ltd.
01-18-11		0.330			4,000,000	4,000,000
02-22-11		0.340			10,000,000	10,000,000
Westpac Banking Corp.
05-09-11		0.290			20,000,000	20,000,000

Total						322,971,021


Other Short-Term Obligations (0.2%)
The Goldman Sachs Group, Inc.
01-14-11		0.350			7,000,000	7,000,000



	Effective			Principal
Issuer	yield			amount		Value(a)


Repurchase Agreements (4.2%) (o)
Barclays Capital, Inc. dated 02-08-10, matures 01-31-11, repurchase price
$50,017,222		0.400	%		$50,000,000	$50,000,000
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$20,005,167		0.300			20,000,000	20,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$25,000,833		0.400			25,000,000	25,000,000
Citigroup Global Markets, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$22,368,898		0.160	%		22,368,600	22,368,600
Goldman Sachs & Co. dated 12-31-10, matures 01-03-11, repurchase price
$9,225,029		0.170			9,224,898	9,224,898
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,104		0.250			5,000,000	5,000,000
Nomura Securities dated 12-31-10, matures 01-03-11, repurchase price
$5,000,125		0.300			5,000,000	5,000,000
$5,000,208		0.500			5,000,000	5,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$15,000,563		0.450			15,000,000	15,000,000
RBS Securities, Inc. dated 08-18-10, matures 02-04-11, repurchase price
$10,002,917		0.300			10,000,000	10,000,000

Total						166,593,498


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $496,564,519)						$496,564,519


Total Investments in Securities
(Cost: $4,834,187,044)(t)						$4,961,023,968

Investments in Derivatives

Futures Contracts Outstanding at Dec. 31, 2010


	Number of			Notional
	contracts			market			Expiration		Unrealized		Unrealized
Contract description	long (short)			value			date		appreciation		depreciation
U.S. Treasury Long Bond, 20-year		1,610			$196,621,250			March 2011		$—		(5,083,978	)
U.S. Treasury Note, 2-year		110			24,079,687			April 2011		—		(13,916	)
U.S. Treasury Note, 5-year		(1,251	)		(147,266,156	)		April 2011		2,280,789		—
U.S. Treasury Note, 10-year		(701	)		(84,426,687	)		March 2011		—		(58,636	)
U.S. Treasury Ultra Bond, 30-year		103			13,090,656			March 2011		333,387		—

Total										$2,614,176		$(5,156,530	)

See accompanying Notes to Portfolio of Investments.

186 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund

Forward Foreign Currency Exchange Contracts Open at Dec. 31, 2010


	Exchange		Currency to			Currency to			Unrealized		Unrealized
Counterparty	date		be delivered			be received			appreciation		depreciation
HSBC Securities (USA), Inc.		Jan. 12, 2011		37,284,000 (CHF	)		38,546,594 (USD	)		$—		$(1,396,409	)

Goldman, Sachs & Co.		Jan. 12, 2011		11,920,000 (EUR	)		15,653,940 (USD	)		—		(281,087	)

J.P. Morgan Securities, Inc.		Jan. 12, 2011		1,931,299,000 (JPY	)		23,084,415 (USD	)		—		(710,075	)

State Street Bank & Trust Company		Jan. 12, 2011		23,012,388 (USD	)		23,252,000 (AUD	)		718,951		—

HSBC Securities (USA), Inc.		Jan. 12, 2011		39,193,061 (USD	)		233,040,000 (NOK	)		818,710		—

UBS Securities		Jan. 12, 2011		15,682,270 (USD	)		20,755,000 (NZD	)		467,606		—

Total										$2,005,267		$(2,387,571	)

Notes to Portfolio of Investments


AUD	—	Australian Dollar
BRL	—	Brazilian Real
CHF	—	Swiss Franc
CMO	—	Collateralized Mortgage Obligation
EUR	—	European Monetary Unit
IDR	—	Indonesian Rupiah
I.O.	—	Interest Only
JPY	—	Japanese Yen
MXN	—	Mexican Peso
NOK	—	Norwegian Krone
NZD	—	New Zealand Dollar


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. For debt securities, principal amounts are denominated in U.S. dollar currency unless otherwise noted. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 9.03% of net assets.

(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $840,006,053 or 21.32% of net assets.

(e)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(f)		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. These securities may be issued or guaranteed by U.S. government agencies or instrumentalities, or by private issuers, generally originators and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities. The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(g)		At Dec. 31, 2010, the cost of securities purchased, including interest purchased, on a when-issued and/or other forward-commitment basis was $560,306,491. See Note 2 to the financial statements.

(h)		Identifies issues considered to be illiquid as to their marketability (see Note 2 to the financial statements). The aggregate value of such securities at Dec. 31, 2010 was $1,508,144, representing 0.04% of net assets. Information concerning such security holdings at Dec. 31, 2010 was as follows:

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 187

Portfolio of Investments (continued)

RiverSource VP — Diversified Bond Fund

Notes to Portfolio of Investments (continued)


(i)		Interest only represents securities that entitle holders to receive only interest payments on the underlying mortgages. The yield to maturity of an interest only security is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. The interest rate disclosed represents yield based upon the estimated timing and amount of future cash flows at Dec. 31, 2010.

(j)		This is a variable rate security that entitles holders to receive only interest payments. Interest is paid annually. The interest payment is based on the Gross Domestic Product (GDP) level of the previous year for the respective country. To the extent that the previous year’s GDP exceeds the ‘base case GDP’, an interest payment is made equal to 0.012225 of the difference.

(k)		Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2010.

(l)		Senior loans have rates of interest that float periodically based primarily on the London Interbank Offered Rate (“LIBOR”) and other short-term rates. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(m)		The following abbreviations are used in the portfolio security descriptions to identify the insurer and/or guarantor of the issue:


AGM	—	Assured Guaranty Municipal Corporation
AMBAC	—	Ambac Assurance Corporation
FGIC	—	Financial Guaranty Insurance Company
XLCA	—	XL Capital Assurance


(n)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(o)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.400%)
Security description	Value(a)
BCRR Trust		$4,706,134
Bear Stearns Commercial Mortgage Securities		17,466,067
Citigroup Commercial Mortgage Trust		6,606,076
Granite Master Issuer PLC		26,140,829
GS Mortgage Securities Corp II		6,036,849
JP Morgan Chase Commercial Mortgage Securities Corp		4,888,835
Merrill Lynch Mortgage Trust		1,635,866
Morgan Stanley Dean Witter Capital I		10,706,017
Paragon Mortgages PLC		16,208,476
Permanent Master Issuer PLC		5,305,737
Wachovia Bank Commercial Mortgage Trust		5,299,114

Total market value of collateral securities		$105,000,000



Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$100,794
Archer Daniels		1,036,936
ASB Finance Ltd		1,228,486
Banco Bilbao Vizcaya		3,316,245
Banco Bilbao Vizcaya Argentaria/New York NY		49,039
BP Capital Markets		616,293
BPCE		443,082
Central American Bank		3,840
Commonwealth Bank of Australia		623,869
Credit Agricole NA		1,024
Danske Corp		1,534,823
Electricite De France		2,541,528
European Investment Bank		3,419,692
Gdz Suez		527,909
Golden Funding Corp		36,342

188 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value(a)
Ing (Us) Funding LLC		$160
Natexis Banques		394,674
Nationwide Building		2,460,523
Natixis NY		191,999
Natixis US Finance Co		3,200
Prudential PLC		742,281
Silver Tower US Fund		9,600
Skandin Ens Banken		96,073
Societe Gen No Amer		1,599,187
Societe Generale NY		20,799
UBS Ag Stamford		1,602

Total market value of collateral securities		$21,000,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$800,776
Fannie Mae Pool		2,186,969
Fannie Mae Principal Strip		26,154
Fannie Mae REMICS		1,465,991
Federal Farm Credit Bank		1,363,424
Federal Home Loan Banks		2,442,686
Federal Home Loan Mortgage Corp		183,264
Federal National Mortgage Association		2,117,980
FHLMC Structured Pass Through Securities		866,994
Freddie Mac Non Gold Pool		2,099,297
Freddie Mac Reference REMIC		14,129
Freddie Mac REMICS		1,288,482
Freddie Mac Strips		379,961
Ginnie Mae I Pool		245,589
Ginnie Mae II Pool		1,361,353
Government National Mortgage Association		547,725
United States Treasury Inflation Indexed Bonds		75,286
United States Treasury Note/Bond		5,982,624
United States Treasury Strip Coupon		1,788,180
United States Treasury Strip Principal		263,136

Total market value of collateral securities		$25,500,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value(a)
Fannie Mae Benchmark REMIC		$222,249
Fannie Mae REMICS		15,031,623
Fannie Mae Whole Loan		382,393
Fannie Mae-Aces		29,199
Freddie Mac Reference REMIC		1,041,581
Freddie Mac REMICS		22,964,769
Government National Mortgage Association		5,960,130

Total market value of collateral securities		$45,631,944



Goldman Sachs & Co. (0.170%)
Security description	Value(a)
Government National Mortgage Association		$9,409,396

Total market value of collateral securities		$9,409,396

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 189

Portfolio of Investments (continued)

RiverSource VP — Diversified Bond Fund

Notes to Portfolio of Investments (continued)


Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value(a)
Federal Home Loan Banks		$462,827
Federal Home Loan Mortgage Corp		269,472
Federal National Mortgage Association		299,919
Government National Mortgage Association		4,067,797

Total market value of collateral securities		$5,100,015



Nomura Securities (0.300%)
Security description	Value(a)
AEP Texas Central Transition Funding LLC		$9,410
Ally Auto Receivables Trust		79,359
American Express Credit Account Master Trust		24,910
AmeriCredit Automobile Receivables Trust		76,696
Ameriquest Mortgage Securities Inc		642
Asset Securitization Corp		7,139
Atlantic City Electric Transition Funding LLC		25,707
Banc of America Commercial Mortgage Inc		92,399
Bank of America Auto Trust		29,314
Bayview Commercial Asset Trust		22,669
BMW Vehicle Lease Trust		513,500
Capital Auto Receivables Asset Trust		265,470
Capital One Auto Finance Trust		38,237
Capital One Multi-Asset Execution Trust		55,811
CarMax Auto Owner Trust		151,584
CDC Commercial Mortgage Trust		103,511
CenterPoint Energy Transition Bond Co LLC		172,767
Chase Issuance Trust		335,004
Citibank Credit Card Issuance Trust		6,792
Citibank Omni Master Trust		427,474
Citigroup/Deutsche Bank Commercial Mortgage Trust		638,831
CNH Equipment Trust		66,713
Commercial Mortgage Asset Trust		6,958
Commercial Mortgage Pass Through Certificates		88,212
Countrywide Home Loan Mortgage Pass Through Trust		16,360
Credit Suisse First Boston Mortgage Securities Corp		519,881
Discover Card Master Trust		45,366
Entergy Gulf States Reconstruction Funding LLC		171,409
Ford Credit Auto Owner Trust		174,946
GE Capital Commercial Mortgage Corp		482,881
Greenwich Capital Commercial Funding Corp		218,545
GS Mortgage Securities Corp II		227,413
Harley-Davidson Motorcycle Trust		388,626
Impac CMB Trust		13,264
JP Morgan Chase Commercial Mortgage Securities Corp		476,191
JP Morgan Mortgage Trust		41,547
LB-UBS Commercial Mortgage Trust		335,573
Merrill Lynch/Countrywide Commercial Mortgage Trust		69,687
Morgan Stanley Dean Witter Capital I		1,524
Nissan Auto Lease Trust		67,180
Nissan Auto Receivables Owner Trust		232,344
PG&E Energy Recovery Funding LLC		329,430
SLM Student Loan Trust		1,418,853
Structured Asset Securities Corp		556,510
Toyota Auto Receivables Owner Trust		19,096
USAA Auto Owner Trust		79,317

190 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund

Notes to Portfolio of Investments (continued)


Nomura Securities (0.300%) (continued)
Security description	Value(a)
Wachovia Auto Loan Owner Trust		$15,216
Wachovia Bank Commercial Mortgage Trust		1,172,031
World Omni Auto Receivables Trust		107,922
World Omni Automobile Lease Securitization Trust		79,779

Total market value of collateral securities		$10,500,000



Nomura Securities (0.500%)
Security description	Value(a)
Fannie Mae Pool		$2,283,415
Freddie Mac Gold Pool		2,816,585

Total market value of collateral securities		$5,100,000



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$7,789,589
Fannie Mae REMICS		1,756,381
Freddie Mac Gold Pool		666,276
Freddie Mac REMICS		2,318,208
Ginnie Mae I Pool		593,376
Government National Mortgage Association		2,176,170

Total market value of collateral securities		$15,300,000



RBS Securities, Inc. (0.300%)
Security description	Value(a)
Fannie Mae REMICS		$5,256,555
Fannie Mae Whole Loan		12,941
Freddie Mac REMICS		4,930,643

Total market value of collateral securities		$10,200,139


(p)		Security valued by management at fair value according to procedures approved, in good faith, by the Board.

(q)		At Dec. 31, 2010, investments in securities included securities valued at $9,574,049 that were partially pledged as collateral to cover initial margin deposits on open interest rate futures contracts.

(r)		Inflation-indexed bonds are securities in which the principal amount is adjusted for inflation and the semiannual interest payments equal a fixed percentage of the inflation-adjusted principal amount.

(s)		This security is a collateralized mortgage obligation that pays no interest or principal during its initial accrual period until previous series within the trust have been paid off. Interest is accrued at an effective yield similar to a zero coupon bond.

(t)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $4,844,393,751 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$158,932,175
Unrealized depreciation	(42,301,958	)

Net unrealized appreciation	$116,630,217

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 191

Portfolio of Investments (continued)

RiverSource VP – Mid Cap Value Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

192 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments (continued)

RiverSource VP — Diversified Bond Fund

Fair Value Measurements

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1			Level 2
	quoted prices			other			Level 3
	in active			significant			significant
	markets for			observable			unobservable
Description(a)	identical assets			inputs(b)			inputs		Total
Bonds
Foreign Government Obligations & Agencies		$—			$105,598,869			$—		$105,598,869
U.S. Government Obligations & Agencies		124,833,834			57,908,497			—		182,742,331
Asset-Backed Securities		—			436,273,132			12,547,813		448,820,945
Commercial Mortgage-Backed Securities		—			439,091,141			—		439,091,141
Residential Mortgage-Backed Securities		560,693,839			852,543,608			26,338,013		1,439,575,460
Corporate Debt Securities		—			1,503,647,500			1,508,144		1,505,155,644

Total Bonds		685,527,673			3,395,062,747			40,393,970		4,120,984,390

Equity Securities
Common Stocks		4,348,589			—			—		4,348,589

Total Equity Securities		4,348,589			—			—		4,348,589

Other
Senior Loans		—			17,050,541			—		17,050,541
Affiliated Money Market Fund(c)		322,075,929			—			—		322,075,929
Investments of Cash Collateral Received for Securities on Loan		—			496,564,519			—		496,564,519

Total Other		322,075,929			513,615,060			—		835,690,989

Investments in Securities		1,011,952,191			3,908,677,807			40,393,970		4,961,023,968
Derivatives(d)
Assets
Futures Contracts		2,614,176			—			—		2,614,176
Forward Foreign Currency Exchange Contracts		—			2,005,267			—		2,005,267
Liabilities
Futures Contracts		(5,156,530	)		—			—		(5,156,530	)
Forward Foreign Currency Exchange Contracts		—			(2,387,571	)		—		(2,387,571	)

Total		$1,009,409,837			$3,908,295,503			$40,393,970		$4,958,099,310


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

(d)		Derivatives are valued at unrealized appreciation (depreciation).

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


				Residential
	Asset-Backed			Mortgage-Backed			Corporate Debt
	Securities			Securities			Securities			Total
Balance as of Dec. 31, 2009		$49,101,062			$44,244,193			$1,784,510			$95,129,765
Accrued discounts/premiums		850,711			(104,455	)		—			746,256
Realized gain (loss)		826,866			(10,179,319	)		—			(9,352,453	)
Change in unrealized appreciation (depreciation)*		(248,289	)		11,952,571			(55,217	)		11,649,065
Sales		(20,244,485	)		(31,383,714	)		(221,149	)		(51,849,348	)
Purchases		17,135,775			22,865,000			—			40,000,775
Transfers into Level 3		—			—			—			—
Transfers out of Level 3		(34,873,827	)		(11,056,263	)		—			(45,930,090	)

Balance as of Dec. 31, 2010		$12,547,813			$26,338,013			$1,508,144			$40,393,970


*		Change in unrealized appreciation (depreciation) relating to securities held at Dec. 31, 2010 was $190,831, which is comprised of Asset-Backed Securities of $103,605, Residential Mortgaged-Backed Securities of $(239,219) and Corporate Debt Securities of $(55,217).

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

193 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 194

Portfolio of Investments

RiverSource VP — Diversified Equity Income Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (97.9%)
Issuer	Shares			Value(a)

Aerospace & Defense (1.6%)
Goodrich Corp.		216,434		$19,061,342
Honeywell International, Inc.		382,633		20,340,770
The Boeing Co.		145,572		9,500,029

Total				48,902,141


Air Freight & Logistics (0.6%)
United Parcel Service, Inc., Class B		251,681		18,267,007


Airlines (1.0%)
AMR Corp.		468,597	(b)	3,650,371
Delta Air Lines, Inc.		654,195	(b)	8,242,857
U.S. Airways Group, Inc.		614,728	(b,d)	6,153,427
United Continental Holdings, Inc.		574,577	(b,d)	13,686,424

Total				31,733,079


Automobiles (1.3%)
Ford Motor Co.		2,345,365	(b,d)	39,378,678


Biotechnology (0.6%)
Gilead Sciences, Inc.		488,652	(b)	17,708,748


Capital Markets (3.8%)
Artio Global Investors, Inc.		330,971	(d)	4,881,822
Morgan Stanley		1,645,645	(d)	44,778,000
The Goldman Sachs Group, Inc.		404,072		67,948,748

Total				117,608,570


Chemicals (3.6%)
Air Products & Chemicals, Inc.		182,252		16,575,819
EI du Pont de Nemours & Co.		939,916	(d)	46,883,011
Huntsman Corp.		1,082,922		16,904,412
The Dow Chemical Co.		914,719	(d)	31,228,507

Total				111,591,749


Commercial Banks (0.6%)
U.S. Bancorp		201,369		5,430,922
Wells Fargo & Co.		450,467		13,959,972

Total				19,390,894


Communications Equipment (0.4%)
Nokia OYJ, ADR		1,315,167	(c,d)	13,572,523


Computers & Peripherals (1.3%)
Hewlett-Packard Co.		609,269		25,650,225
Western Digital Corp.		431,959	(b,d)	14,643,410

Total				40,293,635


Construction & Engineering (0.4%)
Fluor Corp.		200,939	(d)	13,314,218


Construction Materials (0.5%)
Cemex SAB de CV, ADR		1,505,725	(b,c,d)	16,126,315


Diversified Financial Services (5.5%)
Bank of America Corp.		6,898,765		92,029,525
JPMorgan Chase & Co.		1,922,190		81,539,300

Total				173,568,825


Diversified Telecommunication Services (4.8%)
AT&T, Inc.		2,075,086		60,966,027
CenturyLink, Inc.		136,194	(d)	6,288,077
Deutsche Telekom AG, ADR		585,575	(c,d)	7,492,432
Frontier Communications Corp.		312,685	(d)	3,042,425
Qwest Communications International, Inc.		2,968,429		22,589,745
Verizon Communications, Inc.		1,012,621	(d)	36,231,579
Windstream Corp.		869,959	(d)	12,127,228

Total				148,737,513


Electric Utilities (0.7%)
American Electric Power Co., Inc.		233,519		8,402,014
FirstEnergy Corp.		186,959	(d)	6,921,222
NextEra Energy, Inc.		138,321		7,191,309

Total				22,514,545


Electrical Equipment (3.8%)
ABB Ltd., ADR		1,329,177	(b,c,d)	29,840,024
Babcock & Wilcox Co.		539,526	(b)	13,806,470
Cooper Industries PLC		627,517		36,577,966
Emerson Electric Co.		450,758	(d)	25,769,835
Hubbell, Inc., Class B		214,211		12,880,507

Total				118,874,802


Electronic Equipment, Instruments & Components (0.4%)
Tyco Electronics Ltd.		390,777	(c)	13,833,506


Energy Equipment & Services (5.5%)
Baker Hughes, Inc.		484,021	(d)	27,671,481
Halliburton Co.		1,160,814		47,396,035
McDermott International, Inc.		1,561,706	(b)	32,311,696
National Oilwell Varco, Inc.		375,670		25,263,808
Schlumberger Ltd.		331,953		27,718,076
Tenaris SA, ADR		253,847	(c,d)	12,433,426

Total				172,794,522


Food & Staples Retailing (0.9%)
Wal-Mart Stores, Inc.		524,213	(d)	28,270,807


Health Care Providers & Services (0.4%)
WellPoint, Inc.		225,578	(b)	12,826,365


Hotels, Restaurants & Leisure (1.1%)
Carnival Corp. Unit		739,745		34,109,642


Household Durables (0.8%)
DR Horton, Inc.		210,339	(d)	2,509,344
KB Home		137,927	(d)	1,860,635
Lennar Corp., Class A		231,093	(d)	4,332,994
Pulte Group, Inc.		402,753	(b,d)	3,028,703
Stanley Black & Decker, Inc.		192,725		12,887,521

Total				24,619,197


Industrial Conglomerates (3.2%)
3M Co.		240,872		20,787,254
Siemens AG, ADR		409,148	(c)	50,836,639
Tyco International Ltd.		668,662		27,709,353

Total				99,333,246


Insurance (6.5%)
ACE Ltd.		576,670	(c)	35,897,708
Axis Capital Holdings Ltd.		247,967	(d)	8,897,056
Endurance Specialty Holdings Ltd.		340,209	(c,d)	15,673,429
PartnerRe Ltd.		126,940	(c)	10,199,629
The Travelers Companies, Inc.		415,651	(d)	23,155,917
XL Group PLC		5,063,480		110,485,133

Total				204,308,872


IT Services (3.6%)
Accenture PLC, Class A		498,172	(c)	24,156,360
Computer Sciences Corp.		241,020		11,954,592
IBM Corp.		289,694		42,515,491
Mastercard, Inc., Class A		150,733		33,780,773

Total				112,407,216


Life Sciences Tools & Services (3.3%)
Agilent Technologies, Inc.		259,259	(b)	10,741,100
Life Technologies Corp.		915,107	(b)	50,788,439
Thermo Fisher Scientific, Inc.		765,402	(b)	42,372,655

Total				103,902,194


Machinery (5.8%)
Caterpillar, Inc.		333,333	(d)	31,219,969
Deere & Co.		376,758		31,289,752
Eaton Corp.		310,677		31,536,822
Illinois Tool Works, Inc.		614,136	(d)	32,794,863
Ingersoll-Rand PLC		467,925	(c,d)	22,034,588
Parker Hannifin Corp.		369,223		31,863,945

Total				180,739,939


Media (1.5%)
Comcast Corp., Class A		400,566	(d)	8,800,435
Regal Entertainment Group, Class A		1,084,095	(d)	12,727,275
Time Warner, Inc.		311,078		10,007,379
Viacom, Inc., Class B		357,118		14,145,445

Total				45,680,534

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 195

Portfolio of Investments (continued) RiverSource VP — Diversified Equity Income Fund


Common Stocks (continued)
Issuer	Shares			Value(a)

Metals & Mining (2.5%)
Alcoa, Inc.		537,089	(d)	$8,265,800
Freeport-McMoRan Copper & Gold, Inc.		216,363		25,983,033
Nucor Corp.		235,240	(d)	10,308,217
Rio Tinto PLC, ADR		168,867	(c,d)	12,101,009
United States Steel Corp.		98,732	(d)	5,767,923
Vale SA, ADR		290,642	(c,d)	10,047,494
Xstrata PLC		288,106	(c)	6,763,368

Total				79,236,844


Multiline Retail (2.3%)
Macy’s, Inc.		972,184	(d)	24,596,255
Nordstrom, Inc.		216,392	(d)	9,170,693
Target Corp.		623,024		37,462,433

Total				71,229,381


Multi-Utilities (1.0%)
Dominion Resources, Inc.		467,146		19,956,477
Sempra Energy		239,513	(d)	12,569,642

Total				32,526,119


Oil, Gas & Consumable Fuels (11.0%)
Anadarko Petroleum Corp.		449,383		34,225,009
Apache Corp.		492,886		58,766,798
Chevron Corp.		764,244		69,737,265
ConocoPhillips		383,421		26,110,970
Devon Energy Corp.		142,468		11,185,163
Exxon Mobil Corp.		1,432,942		104,776,720
Marathon Oil Corp.		553,249		20,486,810
Pioneer Natural Resources Co.		88,600	(d)	7,692,252
Total SA, ADR		276,146	(c)	14,768,288

Total				347,749,275


Pharmaceuticals (5.1%)
Abbott Laboratories		326,887		15,661,156
Bristol-Myers Squibb Co.		1,337,472	(d)	35,416,259
Merck & Co., Inc.		1,410,215		50,824,148
Novartis AG, ADR		206,943	(c,d)	12,199,290
Pfizer, Inc.		1,722,029		30,152,728
Teva Pharmaceutical Industries Ltd., ADR		287,428	(c)	14,983,622

Total				159,237,203


Real Estate Investment Trusts (REITs) (1.2%)
AvalonBay Communities, Inc.		67,033	(d)	7,544,564
Equity Residential		148,634	(d)	7,721,536
Pebblebrook Hotel Trust		338,563	(d)	6,879,600
ProLogis		572,646	(d)	8,269,009
Ventas, Inc.		126,564	(d)	6,642,079

Total				37,056,788


Road & Rail (0.7%)
Union Pacific Corp.		224,423		20,795,035


Semiconductors & Semiconductor Equipment (2.2%)
Intel Corp.		2,383,921		50,133,858
Microchip Technology, Inc.		525,961	(d)	17,993,126

Total				68,126,984


Software (2.9%)
Microsoft Corp.		1,974,067		55,115,951
Oracle Corp.		1,099,998		34,429,937

Total				89,545,888


Specialty Retail (1.7%)
Home Depot, Inc.		1,096,567	(d)	38,445,639
Staples, Inc.		595,139	(d)	13,551,315

Total				51,996,954


Tobacco (3.6%)
Lorillard, Inc.		1,063,611		87,279,918
Philip Morris International, Inc.		440,018		25,754,254

Total				113,034,172


Wireless Telecommunication Services (0.2%)
Sprint Nextel Corp.		1,608,290	(b,d)	6,803,067


Total Common Stocks
(Cost: $2,331,072,085)				$3,061,746,992




Money Market Fund (2.3%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		72,031,834	(e)	$72,031,834


Total Money Market Fund
(Cost: $72,031,834)				$72,031,834


Investments of Cash Collateral Received
for Securities on Loan (17.3%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Asset-Backed Commercial Paper (1.2%)
Ebbets Funding LLC
01-10-11		0.500	%		$4,997,847	$4,997,847
Grampian Funding LLC
01-13-11		0.280			9,997,589	9,997,589
01-31-11		0.300			4,998,708	4,998,708
Royal Park Investments Funding Corp.
01-14-11		0.420			3,998,647	3,998,647
Starbird Funding Corp.
01-03-11		0.150			14,999,812	14,999,812

Total						38,992,603


Certificates of Deposit (9.8%)
Bank of Nova Scotia
05-12-11		0.280			15,000,000	15,000,000
Bank of Tokyo Securities
01-20-11		0.320			2,497,957	2,497,957
Banque et Caisse d’Epargne de l’Etat
02-16-11		0.305			9,992,212	9,992,212
Canadian Imperial Bank
04-07-11		0.300			10,000,000	10,000,000
Clydesdale Bank PLC
01-21-11		0.370			5,000,000	5,000,000
Credit Agricole
04-21-11		0.400			15,000,370	15,000,370
Credit Industrial et Commercial
01-04-11		0.470			5,000,000	5,000,000
03-07-11		0.400			9,000,000	9,000,000
Credit Suisse
04-15-11		0.300			15,000,000	15,000,000
Deutsche Bank AG
01-10-11		0.472			9,999,959	9,999,959
Development Bank of Singapore Ltd.
02-17-11		0.300			10,000,000	10,000,000
DZ Bank AG
01-18-11		0.330			10,000,000	10,000,000
KBC Bank NV
01-24-11		0.450			12,000,000	12,000,000
La Banque Postale
02-17-11		0.365			23,500,007	23,500,007
National Australia Bank Ltd.
03-17-11		0.311			15,000,000	15,000,000
National Bank of Canada
03-21-11		0.400			11,000,000	11,000,000
Natixis
03-07-11		0.440			20,000,000	20,000,000
Norinchukin Bank
01-06-11		0.330			15,000,000	15,000,000
02-08-11		0.330			4,000,000	4,000,000
Nykredit Bank
01-20-11		0.520			10,000,000	10,000,000
Rabobank Group
04-27-11		0.311			15,000,000	15,000,000
Societe Generale
02-01-11		0.315			10,000,000	10,000,000
02-17-11		0.310			14,988,126	14,988,126
Sumitomo Trust & Banking Co., Ltd.
02-18-11		0.345			5,000,064	5,000,064
Union Bank of Switzerland
04-18-11		0.341			15,000,000	15,000,000
Westpac Banking Corp.
05-09-11		0.290			20,000,000	20,000,000

Total						306,978,695


Commercial Paper (0.9%)
ASB Finance Ltd.
05-03-11		0.391			4,990,575	4,990,575
General Electric Capital Corp.
01-03-11		0.150			14,999,813	14,999,813
Macquarie Bank Ltd.
01-04-11		0.370			8,994,358	8,994,358

Total						28,984,746

See accompanying Notes to Portfolio of Investments.

196 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Investments of Cash Collateral Received
for Securities on Loan (continued)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)

Other Short-Term Obligations (0.4%)
Natixis Financial Products LLC
01-03-11		0.500	%		$4,000,000	$4,000,000
The Goldman Sachs Group, Inc.
01-14-11		0.350			7,000,000	7,000,000

Total						11,000,000


	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements (5.0%)(f)

Barclays Capital, Inc. dated 03-22-10, matures 01-31-11, repurchase price
$20,006,889		0.400	%		$20,000,000	$20,000,000
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$22,005,683		0.300			22,000,000	22,000,000
Barclays Capital, Inc. dated 11-04-10, matures 01-31-11, repurchased price
$3,000,775		0.300			3,000,000	3,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$20,000,667		0.400			20,000,000	20,000,000
Citigroup Global Markets, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$23,000,307		0.160			23,000,000	23,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$5,944,038		0.280			5,943,900	5,943,900
Merrill Lynch Government Securities Income dated 12-31-10, matures 01-03-11, repurchase price
$5,000,104		0.250			5,000,000	5,000,000
Morgan Stanley dated 04-15-10, matures 01-31-11, repurchase price
$10,003,014		0.350			10,000,000	10,000,000
Natixis Financial Products, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$12,000,350		0.350			12,000,000	12,000,000
Nomura Securities dated 12-31-10, matures 01-03-11, repurchase price
$10,000,250		0.300			10,000,000	10,000,000
RBS Securities, Inc. dated 04-01-10, matures 02-04-11, repurchase price
$15,005,833		0.400			15,000,000	15,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$9,000,225		0.300			9,000,000	9,000,000

Total 154,943,900

Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $540,899,944)						$540,899,944


Total Investments in Securities
(Cost: $2,944,003,863)						$3,674,678,770

Notes to Portfolio of Investments


ADR		— American Depositary Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 10.32% of net assets.

(d)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(e)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.400%)
Security description	Value(a)
BCRR Trust		$941,227
Bear Stearns Commercial Mortgage Securities		3,493,214
Citigroup Commercial Mortgage Trust		1,321,215
Granite Master Issuer PLC		5,228,166
GS Mortgage Securities Corp II		1,207,370
JP Morgan Chase Commercial Mortgage Securities Corp		977,767
Merrill Lynch Mortgage Trust		327,173
Morgan Stanley Dean Witter Capital I		2,141,203
Paragon Mortgages PLC		3,241,695

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 197

Portfolio of Investments (continued) RiverSource VP — Diversified Equity Income Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.400%) (continued)
Security description	Value(a)
Permanent Master Issuer PLC		$1,061,147
Wachovia Bank Commercial Mortgage Trust		1,059,823

Total market value of collateral securities		$21,000,000



Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$110,873
Archer Daniels		1,140,630
ASB Finance Ltd		1,351,335
Banco Bilbao Vizcaya		3,647,869
Banco Bilbao Vizcaya Argentaria/New York NY		53,942
BP Capital Markets		677,922
BPCE		487,391
Central American Bank		4,224
Commonwealth Bank of Australia		686,257
Credit Agricole NA		1,126
Danske Corp		1,688,305
Electricite De France		2,795,680
European Investment Bank		3,761,661
Gdz Suez		580,700
Golden Funding Corp		39,977
Ing (US) Funding LLC		176
Natexis Banques		434,142
Nationwide Building		2,706,575
Natixis NY		211,199
Natixis US Finance Co		3,520
Prudential PLC		816,509
Silver Tower US Fund		10,559
Skandin Ens Banken		105,680
Societe Gen No Amer		1,759,105
Societe Generale NY		22,880
UBS Ag Stamford		1,763

Total market value of collateral securities		$23,100,000



Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$15,119
Archer Daniels		155,540
ASB Finance Ltd		184,273
Banco Bilbao Vizcaya		497,437
Banco Bilbao Vizcaya Argentaria/New York NY		7,356
BP Capital Markets		92,444
BPCE		66,462
Central American Bank		576
Commonwealth Bank of Australia		93,581
Credit Agricole NA		154
Danske Corp		230,223
Electricite De France		381,229
European Investment Bank		512,954
Gdz Suez		79,186
Golden Funding Corp		5,451
Ing (US) Funding LlC		24
Natexis Banques		59,201
Nationwide Building		369,079

198 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value(a)
Natixis NY		$28,800
Natixis US Finance Co		480
Prudential PLC		111,342
Silver Tower US Fund		1,440
Skandin Ens Banken		14,411
Societe Gen No Amer		239,878
Societe Generale NY		3,120
UBS Ag Stamford		240

Total market value of collateral securities		$3,150,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$640,621
Fannie Mae Pool		1,749,575
Fannie Mae Principal Strip		20,923
Fannie Mae REMICS		1,172,793
Federal Farm Credit Bank		1,090,740
Federal Home Loan Banks		1,954,149
Federal Home Loan Mortgage Corp		146,612
Federal National Mortgage Association		1,694,384
FHLMC Structured Pass Through Securities		693,595
Freddie Mac Non Gold Pool		1,679,437
Freddie Mac Reference REMIC		11,303
Freddie Mac REMICS		1,030,785
Freddie Mac Strips		303,969
Ginnie Mae I Pool		196,471
Ginnie Mae II Pool		1,089,082
Government National Mortgage Association		438,180
United States Treasury Inflation Indexed Bonds		60,229
United States Treasury Note/Bond		4,786,099
United States Treasury Strip Coupon		1,430,544
United States Treasury Strip Principal		210,509

Total market value of collateral securities		$20,400,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value(a)
Fannie Mae Benchmark REMIC		$114,262
Fannie Mae REMICS		7,727,960
Fannie Mae Whole Loan		196,594
Fannie Mae-Aces		15,011
Freddie Mac Reference REMIC		535,492
Freddie Mac REMICS		11,806,498
Government National Mortgage Association		3,064,183

Total market value of collateral securities		$23,460,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$3,164,613
Ginnie Mae I Pool		2,898,165

Total market value of collateral securities		$6,062,778

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 199

Portfolio of Investments (continued) RiverSource VP — Diversified Equity Income Fund

Notes to Portfolio of Investments (continued)


Merrill Lynch Government Securities Income (0.250%)
Security description	Value(a)
Fannie Mae REMICS		$960,321
Freddie Mac REMICS		4,139,688

Total market value of collateral securities		$5,100,009



Morgan Stanley (0.350%)
Security description	Value(a)
Can Ast & Can Ltd		$99,433
Federal Home Loan Banks		1,286,645
Federal Home Loan Mortgage Corp		5,544,002
Google		3,321,215
Starbird Funding Corp		47,957

Total market value of collateral securities		$10,299,252



Natixis Financial Products, Inc. (0.350%)
Security description	Value(a)
Fannie Mae Interest Strip		$550,679
Fannie Mae Pool		217,395
Fannie Mae REMICS		4,220,860
Freddie Mac Gold Pool		44,274
Freddie Mac Non Gold Pool		56,953
Freddie Mac REMICS		4,919,973
Freddie Mac Strips		409,842
Government National Mortgage Association		50,804
United States Treasury Note/Bond		1,769,577

Total market value of collateral securities		$12,240,357



Nomura Securities (0.300%)
Security description	Value(a)
AEP Texas Central Transition Funding LLC		$9,410
Ally Auto Receivables Trust		79,359
American Express Credit Account Master Trust		24,910
AmeriCredit Automobile Receivables Trust		76,696
Ameriquest Mortgage Securities Inc		642
Asset Securitization Corp		7,139
Atlantic City Electric Transition Funding LLC		25,707
Banc of America Commercial Mortgage Inc		92,399
Bank of America Auto Trust		29,314
Bayview Commercial Asset Trust		22,669
BMW Vehicle Lease Trust		513,500
Capital Auto Receivables Asset Trust		265,470
Capital One Auto Finance Trust		38,237
Capital One Multi-Asset Execution Trust		55,811
CarMax Auto Owner Trust		151,584
CDC Commercial Mortgage Trust		103,511
CenterPoint Energy Transition Bond Co LLC		172,767
Chase Issuance Trust		335,004
Citibank Credit Card Issuance Trust		6,792
Citibank Omni Master Trust		427,474
Citigroup/Deutsche Bank Commercial Mortgage Trust		638,831
CNH Equipment Trust		66,713
Commercial Mortgage Asset Trust		6,958
Commercial Mortgage Pass Through Certificates		88,212
Countrywide Home Loan Mortgage Pass Through Trust		16,360

200 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Nomura Securities (0.300%) (continued)
Security description	Value(a)
Credit Suisse First Boston Mortgage Securities Corp		$519,881
Discover Card Master Trust		45,366
Entergy Gulf States Reconstruction Funding LLC		171,409
Ford Credit Auto Owner Trust		174,946
GE Capital Commercial Mortgage Corp		482,881
Greenwich Capital Commercial Funding Corp		218,545
GS Mortgage Securities Corp II		227,413
Harley-Davidson Motorcycle Trust		388,626
Impac CMB Trust		13,264
JP Morgan Chase Commercial Mortgage Securities Corp		476,191
JP Morgan Mortgage Trust		41,547
LB-UBS Commercial Mortgage Trust		335,573
Merrill Lynch/Countrywide Commercial Mortgage Trust		69,687
Morgan Stanley Dean Witter Capital I		1,524
Nissan Auto Lease Trust		67,180
Nissan Auto Receivables Owner Trust		232,344
PG&E Energy Recovery Funding LLC		329,430
SLM Student Loan Trust		1,418,853
Structured Asset Securities Corp		556,510
Toyota Auto Receivables Owner Trust		19,096
USAA Auto Owner Trust		79,317
Wachovia Auto Loan Owner Trust		15,216
Wachovia Bank Commercial Mortgage Trust		1,172,031
World Omni Auto Receivables Trust		107,922
World Omni Automobile Lease Securitization Trust		79,779

Total market value of collateral securities		$10,500,000



RBS Securities, Inc. (0.400%)
Security description	Value(a)
Adjustable Rate Mortgage Trust		$1,787
American Home Mortgage Investment Trust		330,309
Banc of America Commercial Mortgage Inc		127,804
Banc of America Large Loan Inc		749,743
Bear Stearns Commercial Mortgage Securities		4,734
CC Mortgage Funding Corp		99,655
Citigroup/Deutsche Bank Commercial Mortgage Trust		208,343
Countrywide Home Loan Mortgage Pass Through Trust		75,097
Credit Suisse First Boston Mortgage Securities Corp		190,133
Credit Suisse Mortgage Capital Certificates		314,768
First Republic Mortgage Loan Trust		377,651
Ford Credit Floorplan Master Owner Trust		944,523
Greenwich Capital Commercial Funding Corp		76,470
GS Mortgage Securities Corp II		122,471
Honda Auto Receivables Owner Trust		671,585
JP Morgan Chase Commercial Mortgage Securities Corp		522,800
LB-UBS Commercial Mortgage Trust		825,600
MLCC Mortgage Investors Inc		1,943
Morgan Stanley Capital I		186,131
Morgan Stanley Dean Witter Capital I		231,329
Sequoia Mortgage Trust		7,863
Wachovia Bank Commercial Mortgage Trust		3,769,186
WaMu Mortgage Pass Through Certificates		5,884,857
Wells Fargo Mortgage Backed Securities Trust		25,220

Total market value of collateral securities		$15,750,002

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 201

Portfolio of Investments (continued) RiverSource VP — Diversified Equity Income Fund

Notes to Portfolio of Investments (continued)


RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$329,877
Capital One Multi-Asset Execution Trust		1,206,887
Chase Issuance Trust		323,503
Citibank Credit Card Issuance Trust		755,736
Citibank Omni Master Trust		730,306
Discover Card Master Trust I		440,715
First Franklin Mortgage Loan Asset Backed Certificates		266,686
First National Master Note Trust		397,310
Ford Credit Auto Owner Trust		68,813
Freddie Mac Gold Pool		738,855
GS Mortgage Securities Corp II		300,222
HSBC Home Equity Loan Trust		845,104
Merrill Lynch/Countrywide Commercial Mortgage Trust		916,714
Nelnet Student Loan Trust		378,800
SLC Student Loan Trust		606,664
SLM Student Loan Trust		922,050
Structured Asset Investment Loan Trust		68,018
Wells Fargo Home Equity Trust		132,059

Total market value of collateral securities		$9,428,319

202 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Equity Securities
Common Stocks
Metals & Mining		$72,473,476		$6,763,368		$—		$79,236,844
All Other Industries		2,982,510,148		—		—		2,982,510,148

Total Equity Securities		3,054,983,624		6,763,368		—		3,061,746,992

Other
Affiliated Money Market Fund(c)		72,031,834		—		—		72,031,834
Investments of Cash Collateral Received for Securities on Loan		—		540,899,944		—		540,899,944

Total Other		72,031,834		540,899,944		—		612,931,778

Total		$3,127,015,458		$547,663,312		$—		$3,674,678,770


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 203

Portfolio of Investments (continued) RiverSource VP — Diversified Equity Income Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

204 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

RiverSource VP — Dynamic Equity Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (99.4%)
Issuer	Shares			Value(a)

Aerospace & Defense (2.8%)
General Dynamics Corp.		89,601		$6,358,087
Lockheed Martin Corp.		102,652		7,176,401
Northrop Grumman Corp.		21,442	(e)	1,389,013
Raytheon Co.		231,278	(e)	10,717,423
Rockwell Collins, Inc.		18,253		1,063,420
United Technologies Corp.		150,462		11,844,368

Total				38,548,712


Air Freight & Logistics (0.1%)
CH Robinson Worldwide, Inc.		16,342	(e)	1,310,465
United Parcel Service, Inc., Class B		6,800		493,544

Total				1,804,009


Auto Components (1.2%)
Cooper Tire & Rubber Co.		16,699	(e)	393,762
Fuel Systems Solutions, Inc.		47,200	(b,e)	1,386,736
Lear Corp.		147,100	(b)	14,520,241
TRW Automotive Holdings Corp.		14,900	(b)	785,230

Total				17,085,969


Automobiles (0.3%)
Ford Motor Co.		268,257	(b,e)	4,504,035


Beverages (0.3%)
Boston Beer Co., Inc., Class A		6,500	(b,e)	618,085
The Coca-Cola Co.		53,198		3,498,832

Total				4,116,917


Biotechnology (2.8%)
Amgen, Inc.		158,455	(b)	8,699,180
Biogen Idec, Inc.		368,600	(b)	24,714,630
Cephalon, Inc.		19,352	(b,e)	1,194,405
Gilead Sciences, Inc.		35,200	(b)	1,275,648
PDL BioPharma, Inc.		329,410	(e)	2,052,224

Total				37,936,087


Capital Markets (1.0%)
Franklin Resources, Inc.		40,458		4,499,334
MCG Capital Corp.		78,100	(e)	544,357
T Rowe Price Group, Inc.		14,223	(e)	917,952
The Goldman Sachs Group, Inc.		49,900		8,391,185

Total				14,352,828


Chemicals (1.4%)
Eastman Chemical Co.		14,651	(e)	1,231,856
EI du Pont de Nemours & Co.		1,632		81,404
Lubrizol Corp.		124,000		13,253,120
NewMarket Corp.		3,656	(e)	451,041
PPG Industries, Inc.		41,264		3,469,064
Stepan Co.		12,515	(e)	954,519

Total				19,441,004


Commercial Banks (1.9%)
CIT Group, Inc.		494,000	(b)	23,267,400
Fifth Third Bancorp		163,029	(e)	2,393,266
KeyCorp		45,706		404,498

Total				26,065,164


Commercial Services & Supplies (1.4%)
Avery Dennison Corp.		26,470		1,120,740
Pitney Bowes, Inc.		40,215	(e)	972,399
RR Donnelley & Sons Co.		945,774		16,522,671

Total				18,615,810


Communications Equipment (0.1%)
Harris Corp.		32,338	(e)	1,464,911
Plantronics, Inc.		12,335		459,109

Total				1,924,020


Computers & Peripherals (4.9%)
Apple, Inc.		171,151	(b,d)	55,206,467
Dell, Inc.		461,894	(b)	6,258,664
Lexmark International, Inc., Class A		184,948	(b,e)	6,439,889

Total				67,905,020


Consumer Finance (2.2%)
Capital One Financial Corp.		549,200		23,373,952
Discover Financial Services		262,804		4,869,758
SLM Corp.		136,105	(b)	1,713,562

Total				29,957,272


Diversified Consumer Services (0.1%)
Pre-Paid Legal Services, Inc.		13,256	(b,e)	798,674


Diversified Financial Services (2.7%)
Citigroup, Inc.		5,937,160	(b,e)	28,082,767
JPMorgan Chase & Co.		198,400		8,416,128

Total				36,498,895


Diversified Telecommunication Services (3.2%)
AT&T, Inc.		755,021		22,182,517
Verizon Communications, Inc.		591,110		21,149,916

Total				43,332,433


Electric Utilities (2.4%)
Edison International		34,626		1,336,564
El Paso Electric Co.		57,600	(b,e)	1,585,728
Entergy Corp.		58,300		4,129,389
Exelon Corp.		565,476	(e)	23,546,420
FirstEnergy Corp.		48,001	(e)	1,776,997

Total				32,375,098


Electrical Equipment (1.3%)
Emerson Electric Co.		323,345	(e)	18,485,634


Electronic Equipment, Instruments & Components (1.5%)
Anixter International, Inc.		12,237	(e)	730,916
Dolby Laboratories, Inc., Class A		64,300	(b,e)	4,288,810
Tyco Electronics Ltd.		74,271	(c)	2,629,193
Vishay Intertechnology, Inc.		854,600	(b,e)	12,545,528

Total				20,194,447


Energy Equipment & Services (1.9%)
Diamond Offshore Drilling, Inc.		17,497	(e)	1,170,024
Halliburton Co.		102,244		4,174,623
National Oilwell Varco, Inc.		183,572		12,345,217
Noble Corp.		9,518	(c,e)	340,459
Oceaneering International, Inc.		100,300	(b)	7,385,089

Total				25,415,412


Food & Staples Retailing (2.4%)
Walgreen Co.		78,689		3,065,723
Wal-Mart Stores, Inc.		563,810		30,406,274

Total				33,471,997


Food Products (2.1%)
Cal-Maine Foods, Inc.		7,538	(e)	238,050
Hormel Foods Corp.		20,230	(e)	1,036,990
The Hershey Co.		389,500		18,364,925
Tyson Foods, Inc., Class A		497,600		8,568,672

Total				28,208,637


Gas Utilities (0.8%)
Questar Corp.		516,300		8,988,783
UGI Corp.		47,800		1,509,524

Total				10,498,307


Health Care Equipment & Supplies (0.3%)
Becton Dickinson and Co.		16,572	(e)	1,400,665
CR Bard, Inc.		8,989	(e)	824,921
Medtronic, Inc.		23,652		877,253
St. Jude Medical, Inc.		11,784	(b)	503,766

Total				3,606,605


Health Care Providers & Services (3.1%)
AmerisourceBergen Corp.		42,395	(e)	1,446,517
Cardinal Health, Inc.		20,573		788,152
Express Scripts, Inc.		42,630	(b)	2,304,152
Humana, Inc.		221,270	(b)	12,112,319
McKesson Corp.		18,754		1,319,907
UnitedHealth Group, Inc.		664,887		24,009,069

Total				41,980,116

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 205

Portfolio of Investments (continued) RiverSource VP — Dynamic Equity Fund


Common Stocks (continued)
Issuer	Shares			Value(a)

Industrial Conglomerates (2.8%)
3M Co.		106,811		$9,217,789
General Electric Co.		1,551,736		28,381,252
Seaboard Corp.		195	(e)	388,245

Total				37,987,286


Insurance (5.8%)
Aflac, Inc.		82,029		4,628,896
American Equity Investment Life Holding Co.		104,000	(e)	1,305,200
American Financial Group, Inc.		10,000		322,900
AON Corp.		288,601		13,278,532
Brown & Brown, Inc.		335,800	(e)	8,039,052
Chubb Corp.		14,980	(e)	893,407
CNO Financial Group, Inc.		94,345	(b,e)	639,659
Hartford Financial Services Group, Inc.		539,843		14,300,442
Lincoln National Corp.		116,519		3,240,393
Protective Life Corp.		446,500	(e)	11,894,760
Reinsurance Group of America, Inc.		218,600	(e)	11,741,006
The Allstate Corp.		303,741		9,683,263

Total				79,967,510


Internet Software & Services (0.8%)
Earthlink, Inc.		446,669	(e)	3,841,353
Google, Inc., Class A		12,800	(b)	7,602,816

Total				11,444,169


IT Services (4.0%)
CSG Systems International, Inc.		36,700	(b)	695,098
DST Systems, Inc.		27,500		1,219,625
IBM Corp.		290,900		42,692,484
Teradata Corp.		237,200	(b)	9,763,152
Total System Services, Inc.		42,766		657,741

Total				55,028,100


Machinery (0.8%)
Caterpillar, Inc.		1,553	(e)	145,454
Eaton Corp.		8,632		876,234
Illinois Tool Works, Inc.		31,469		1,680,445
NACCO Industries, Inc., Class A		7,030	(e)	761,841
The Toro Co.		120,000	(e)	7,396,800

Total				10,860,774


Media (0.8%)
Valassis Communications, Inc.		231,200	(b,e)	7,479,320
Viacom, Inc., Class B		84,655		3,353,185

Total				10,832,505


Metals & Mining (1.0%)
Freeport-McMoRan Copper & Gold, Inc.		110,336		13,250,250


Multiline Retail (1.9%)
Dillard’s, Inc., Class A		425,687	(e)	16,150,565
Dollar Tree, Inc.		140,800	(b)	7,896,064
Family Dollar Stores, Inc.		42,327		2,104,075

Total				26,150,704


Multi-Utilities (0.6%)
NSTAR		41,100		1,734,009
OGE Energy Corp.		134,600	(e)	6,129,684

Total				7,863,693


Oil, Gas & Consumable Fuels (8.9%)
Apache Corp.		125,539		14,968,015
Chevron Corp.		416,314		37,988,652
ConocoPhillips		560,351		38,159,902
Exxon Mobil Corp.		196,046		14,334,884
Marathon Oil Corp.		29,784		1,102,902
Petroleum Development Corp.		8,544	(b,e)	360,642
QEP Resources, Inc.		382,200		13,877,682
Valero Energy Corp.		82,722	(e)	1,912,533
W&T Offshore, Inc.		153,000	(e)	2,734,110

Total				125,439,322


Paper & Forest Products (2.0%)
Clearwater Paper Corp.		34,606	(b,e)	2,709,650
Domtar Corp.		319,200	(c)	24,233,664

Total				26,943,314


Personal Products (0.7%)
Herbalife Ltd.		99,500	(c)	6,802,815
Nu Skin Enterprises, Inc., Class A		76,485	(e)	2,314,436

Total				9,117,251


Pharmaceuticals (5.2%)
Abbott Laboratories		305,530		14,637,942
Bristol-Myers Squibb Co.		229,878	(e)	6,087,169
Eli Lilly & Co.		685,112	(e)	24,006,325
Endo Pharmaceuticals Holdings, Inc.		110,800	(b)	3,956,668
Forest Laboratories, Inc.		128,182	(b)	4,099,260
Johnson & Johnson		270,560		16,734,136
Par Pharmaceutical Companies, Inc.		11,919	(b,e)	459,001
Viropharma, Inc.		66,300	(b,e)	1,148,316

Total				71,128,817


Professional Services (1.2%)
Dun & Bradstreet Corp.		204,000	(e)	16,746,360


Real Estate Investment Trusts (REITs) (2.5%)
Apartment Investment & Management Co., Class A		660,700		17,072,488
CBL & Associates Properties, Inc.		75,800	(e)	1,326,500
Colonial Properties Trust		103,200	(e)	1,862,760
Equity Residential		80,314	(e)	4,172,312
Hospitality Properties Trust		51,200		1,179,648
MFA Financial, Inc.		131,279	(e)	1,071,237
Simon Property Group, Inc.		82,622		8,220,063

Total				34,905,008


Road & Rail (1.0%)
CSX Corp.		29,570		1,910,518
Ryder System, Inc.		221,802		11,675,657

Total				13,586,175


Semiconductors & Semiconductor Equipment (3.6%)
Advanced Micro Devices, Inc.		255,100	(b,e)	2,086,718
Intel Corp.		881,200		18,531,636
Texas Instruments, Inc.		902,400	(e)	29,328,000

Total				49,946,354


Software (3.5%)
Compuware Corp.		9,300	(b,e)	108,531
Intuit, Inc.		17,200	(b)	847,960
Manhattan Associates, Inc.		24,900	(b,e)	760,446
Microsoft Corp.		1,544,769		43,129,950
Oracle Corp.		101,500		3,176,950

Total				48,023,837


Specialty Retail (5.4%)
Advance Auto Parts, Inc.		244,000		16,140,599
Aeropostale, Inc.		460,700	(b,e)	11,351,648
AutoZone, Inc.		50,900	(b)	13,874,831
Limited Brands, Inc.		110,035	(e)	3,381,376
Rent-A-Center, Inc.		343,279	(e)	11,081,046
Ross Stores, Inc.		128,700	(e)	8,140,275
The Childrens Place Retail Stores, Inc.		13,148	(b,e)	652,667
The Finish Line, Inc., Class A		416,600	(e)	7,161,354
The Gap, Inc.		29,963	(e)	663,381
TJX Companies, Inc.		24,217		1,074,993

Total				73,522,170


Textiles, Apparel & Luxury Goods (1.5%)
Deckers Outdoor Corp.		175,730	(b,e)	14,012,710
Fossil, Inc.		8,831	(b,e)	622,409
NIKE, Inc., Class B		66,620	(e)	5,690,681
VF Corp.		4,459	(e)	384,277

Total				20,710,077


Tobacco (3.2%)
Lorillard, Inc.		263,300		21,606,398
Philip Morris International, Inc.		392,184		22,954,530

Total				44,560,928


Wireless Telecommunication Services (—%)
USA Mobility, Inc.		7,522	(e)	133,666


Total Common Stocks
(Cost: $1,167,401,805)				$1,365,271,372




Money Market Fund (0.7%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		9,630,191	(f)	$9,630,191


Total Money Market Fund
(Cost: $9,630,191)				$9,630,191

See accompanying Notes to Portfolio of Investments.

206 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Investments of Cash Collateral Received
for Securities on Loan (14.9%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Asset-Backed Commercial Paper (2.0%)
Ebbets Funding LLC
01-10-11		0.500	%		$4,997,847	$4,997,847
Grampian Funding LLC
01-13-11		0.280			3,999,036	3,999,036
Rheingold Securitization
01-10-11		0.430			7,997,038	7,997,038
Royal Park Investments Funding Corp.
03-08-11		0.410			9,990,433	9,990,433

Total						26,984,354


Certificates of Deposit (8.5%)
Bank of Nova Scotia
05-12-11		0.280			5,000,000	5,000,000
Banque et Caisse d’Epargne de l’Etat
02-22-11		0.300			4,996,170	4,996,170
Barclays Bank PLC
02-23-11		0.380			5,000,000	5,000,000
03-15-11		0.440			5,000,000	5,000,000
Canadian Imperial Bank
04-07-11		0.300			3,000,000	3,000,000
Credit Agricole
04-21-11		0.400			4,000,099	4,000,099
Credit Industrial et Commercial
02-22-11		0.395			3,000,000	3,000,000
03-07-11		0.400			5,000,000	5,000,000
Credit Suisse
04-15-11		0.300			5,000,000	5,000,000
Development Bank of Singapore Ltd.
02-09-11		0.300			2,000,000	2,000,000
DZ Bank AG
01-21-11		0.335			999,442	999,442
02-10-11		0.400			5,000,000	5,000,000
KBC Bank NV
01-24-11		0.450			10,000,000	10,000,000
La Banque Postale
02-17-11		0.365			5,000,000	5,000,000
N.V. Bank Nederlandse Gemeenten
01-27-11		0.330			4,500,000	4,500,000
National Australia Bank Ltd.
03-17-11		0.311			5,000,000	5,000,000
National Bank of Canada
03-21-11		0.400			5,000,000	5,000,000
Norinchukin Bank
02-08-11		0.330			2,000,000	2,000,000
Nykredit Bank
01-20-11		0.520			5,000,000	5,000,000
Pohjola Bank PLC
03-16-11		0.660			2,000,000	2,000,000
Societe Generale
02-01-11		0.315			5,000,000	5,000,000
02-24-11		0.305			4,996,106	4,996,106
Sumitomo Trust & Banking Co., Ltd.
02-18-11		0.345			2,000,025	2,000,025
04-21-11		0.510			3,000,000	3,000,000
Union Bank of Switzerland
04-18-11		0.341			5,000,000	5,000,000
United Overseas Bank Ltd.
02-22-11		0.340			6,500,000	6,500,000
Westpac Banking Corp.
05-09-11		0.290			5,000,000	5,000,000

Total						117,991,842


Commercial Paper (0.6%)
ASB Finance Ltd.
05-03-11		0.391			2,994,345	2,994,345
Macquarie Bank Ltd.
01-04-11		0.370			4,996,865	4,996,865

Total						7,991,210


Investments of Cash Collateral Received
for Securities on Loan (continued)
	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements (3.8%)(g)
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$8,002,067		0.300	%		$8,000,000	$8,000,000
Citigroup Global Markets, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$7,000,094		0.160			7,000,000	7,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$5,278,514		0.280			5,278,391	5,278,391
Morgan Stanley dated 01-21-10, matures 01-14-11, repurchase price
$10,001,361		0.350			10,000,000	10,000,000
Nomura Securities dated 12-31-10, matures 01-03-11, repurchase price
$10,000,417		0.500			10,000,000	10,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$5,000,188		0.450			5,000,000	5,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$7,000,175		0.300			7,000,000	7,000,000

Total						52,278,391


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $205,245,797)						$205,245,797


Total Investments in Securities
(Cost: $1,382,277,793)						$1,580,147,360

Investments in Derivatives

Futures Contracts Outstanding at Dec. 31, 2010

Number of

Unrealized

contracts

Notional

Expiration

appreciation

Contract description

long (short)

market value

date

(depreciation)

S&P 500 Index

$9,710,750

March 2011

$264,643

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 207

Portfolio of Investments (continued) RiverSource VP — Dynamic Equity Fund

Notes to Portfolio of Investments (continued)


(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 2.48% of net assets.

(d)		At Dec. 31, 2010, investments in securities included securities valued at $3,419,136 that were partially pledged as collateral to cover initial margin deposits on open stock index futures contracts.

(e)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(f)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(g)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The market value of securities held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$40,317
Archer Daniels		414,774
ASB Finance Ltd		491,394
Banco Bilbao Vizcaya		1,326,498
Banco Bilbao Vizcaya Argentaria/New York NY		19,615
BP Capital Markets		246,517
BPCE		177,233
Central American Bank		1,536
Commonwealth Bank of Australia		249,548
Credit Agricole NA		410
Danske Corp		613,929
Electricite De France		1,016,611
European Investment Bank		1,367,877
Gdz Suez		211,164
Golden Funding Corp		14,537
Ing (US) Funding LLC		64
Natexis Banques		157,870
Nationwide Building		984,209
Natixis NY		76,800
Natixis US Finance Co		1,280
Prudential PLC		296,912
Silver Tower US Fund		3,840
Skandin Ens Banken		38,429
Societe Gen No Amer		639,675
Societe Generale NY		8,320
UBS Ag Stamford		641

Total market value of collateral securities		$8,400,000


Citigroup Global Markets, Inc. (0.160%)
Security description	Value(a)
Fannie Mae Benchmark REMIC		$34,775
Fannie Mae REMICS		2,351,989
Fannie Mae Whole Loan		59,833
Fannie Mae-Aces		4,568
Freddie Mac Reference REMIC		162,975
Freddie Mac REMICS		3,593,282
Government National Mortgage Association		932,578

Total market value of collateral securities		$7,140,000

208 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$2,810,287
Ginnie Mae I Pool		2,573,671

Total market value of collateral securities		$5,383,958


Morgan Stanley (0.350%)
Security description	Value(a)
Argento Variable Fund		$615,118
Federal Home Loan Banks		5,100,036
Ginnie Mae I Pool		3,942,432
Landesbank		576,496

Total market value of collateral securities		$10,234,082



Nomura Securities (0.500%)
Security description	Value(a)
Fannie Mae Pool		$4,566,830
Freddie Mac Gold Pool		5,633,170

Total market value of collateral securities		$10,200,000



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$2,596,530
Fannie Mae REMICS		585,460
Freddie Mac Gold Pool		222,092
Freddie Mac REMICS		772,736
Ginnie Mae I Pool		197,792
Government National Mortgage Association		725,390

Total market value of collateral securities		$5,100,000



RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$256,571
Capital One Multi-Asset Execution Trust		938,690
Chase Issuance Trust		251,613
Citibank Credit Card Issuance Trust		587,795
Citibank Omni Master Trust		568,016
Discover Card Master Trust I		342,779
First Franklin Mortgage Loan Asset Backed Certificates		207,422
First National Master Note Trust		309,019
Ford Credit Auto Owner Trust		53,520
Freddie Mac Gold Pool		574,665
GS Mortgage Securities Corp II		233,506
HSBC Home Equity Loan Trust		657,303
Merrill Lynch/Countrywide Commercial Mortgage Trust		713,000
Nelnet Student Loan Trust		294,622
SLC Student Loan Trust		471,850
SLM Student Loan Trust		717,150
Structured Asset Investment Loan Trust		52,903
Wells Fargo Home Equity Trust		102,713

Total market value of collateral securities		$7,333,137

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 209

Portfolio of Investments (continued) RiverSource VP — Dynamic Equity Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$1,365,271,372		$—		$—		$1,365,271,372

Total Equity Securities		1,365,271,372		—		—		1,365,271,372

Other
Affiliated Money Market Fund(c)		9,630,191		—		—		9,630,191
Investments of Cash Collateral Received for Securities on Loan		—		205,245,797		—		205,245,797

Total Other		9,630,191		205,245,797		—		214,875,988

Investments in Securities		1,374,901,563		205,245,797		—		1,580,147,360
Derivatives(d)
Assets
Futures Contracts		264,643		—		—		264,643

Total		$1,375,166,206		$205,245,797		$—		$1,580,412,003

210 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 211

Portfolio of Investments

RiverSource VP — Global Bond Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Bonds (94.4%)(c)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Argentina (0.2%)
Argentina Bonos Senior Unsecured
09-12-13		7.000	%		$2,322,000		$2,334,128
10-03-15		7.000			300,000		288,750
Argentina Government International Bond Senior Unsecured
12-15-35		0.000			4,700,000	(i)	712,050

Total
				3,334,928


Australia (1.8%)
Australia & New Zealand Banking Group Ltd. (AUD)
11-08-11		6.500			1,680,000		1,730,127
FMG Resources August 2006 Pty Ltd. Senior Notes
11-01-15		7.000			797,000	(d)	820,140
02-01-16		6.375			375,000	(d)	375,000
New South Wales Treasury Corp. (AUD) Local Government Guaranteed
05-01-12		6.000			18,390,000		18,978,436
Telstra Corp., Ltd. Senior Unsecured
04-01-12		6.375			1,050,000		1,110,987
Westpac Banking Corp. (AUD) Senior Unsecured
09-24-12		7.250			1,700,000		1,770,523
Woodside Finance Ltd.
11-10-14		4.500			3,535,000	(d)	3,709,681

Total				28,494,894


Austria (1.0%)
Austria Government Bond (EUR) Senior Unsecured
07-15-14		4.300			11,175,000		16,196,583


Belgium (2.0%)
Belgium Government Bond (EUR)
03-28-11		3.500			4,925,000		6,623,309
09-28-12		5.000			16,635,000		23,361,116
Fortis Bank SA/NV (EUR) Senior Unsecured
05-30-14		4.500			1,910,000		2,687,706

Total				32,672,131


Bermuda (0.1%)
Bacardi Ltd.
04-01-14		7.450			810,000	(d)	931,745
Intelsat Jackson Holdings SA Senior Unsecured
10-15-20		7.250			1,020,000	(d)	1,030,200

Total				1,961,945


Brazil (2.2%)
Banco Nacional de Desenvolvimento Economico e Social Senior Unsecured
06-16-18		6.369			$1,165,000	(d)	$1,268,452
06-10-19		6.500			2,260,000	(d)	2,463,942
Brazil Notas do Tesouro Nacional (BRL)
01-01-12		10.000			2,178,000		13,506,625
01-01-13		10.000			2,242,900		13,639,164
Brazilian Government International Bond (BRL)
01-05-16		12.500			2,400,000		1,673,209
01-15-18		8.000			1,079,167		1,262,625
Brazilian Government International Bond Senior Unsecured
10-14-19		8.875			335,000		442,200
01-07-41		5.625			1,830,000		1,793,400

Total				36,049,617


Canada (3.5%)
Bank of Nova Scotia
10-29-15		1.650			4,290,000	(d)	4,122,703
Canadian Government Bond (CAD)
06-01-18		4.250			2,600,000		2,849,390
06-01-19		3.750			7,285,000		7,697,311
Cascades, Inc.
12-15-17		7.750			1,445,000		1,506,413
Devon Financing Corp. ULC
09-30-11		6.875			355,000		370,871
EnCana Corp. Senior Unsecured
11-01-11		6.300			95,000		99,307
Novelis, Inc.
12-15-17		8.375			545,000	(d)	564,075
12-15-20		8.750			545,000	(d)	565,438
Petro-Canada Senior Unsecured
05-15-18		6.050			1,050,000		1,192,972
Precision Drilling Corp.
11-15-20		6.625			305,000	(d)	310,338
Province of British Columbia Canada (CAD)
06-18-14		5.300			6,140,000		6,772,776
Province of Ontario Canada (CAD)
03-08-14		5.000			10,866,000		11,789,839
Province of Quebec Canada (CAD)
12-01-17		4.500			11,100,000		11,926,545
Royal Bank of Canada (EUR) Senior Unsecured
01-18-13		3.250			2,235,000		3,072,451
The Toronto-Dominion Bank (EUR) Senior Unsecured
05-14-15		5.375			2,100,000		$3,119,610
Thomson Reuters Corp. Senior Unsecured
04-15-40		5.850			745,000		788,167

Total				56,748,206


Cayman Islands (0.4%)
Allstate Life Funding LLC (GBP) Senior Secured
01-17-11		6.375			2,200,000		3,436,677
Pacific Life Funding LLC (GBP) Secured
02-08-11		6.250			1,650,000		2,582,601

Total				6,019,278


Colombia (0.3%)
Colombia Government International Bond
09-18-37		7.375			$1,350,000		1,599,750
Colombia Government International Bond Senior Unsecured
03-18-19		7.375			550,000	(e)	660,000
01-18-41		6.125			1,665,000		1,715,152
Ecopetrol SA Senior Unsecured
07-23-19		7.625			455,000		525,525

Total				4,500,427


Czech Republic (0.1%)
Czech Republic Government Bond (CZK)
06-16-13		3.700			42,800,000		2,368,373


Denmark (0.3%)
Nykredit Realkredit A/S (DKK)
04-01-28		5.000			26,376,649		4,922,701


El Salvador (0.1%)
El Salvador Government International Bond Senior Unsecured
01-24-23		7.750			760,000	(d)	850,250


France (4.7%)
BNP Paribas Home Loan Covered Bonds SA
11-02-15		2.200			3,815,000	(d)	3,653,702
BNP Paribas (EUR) Subordinated Notes
12-17-12		5.250			1,965,000		2,765,387
Cie de Financement Foncier
09-16-15		2.500			3,900,000	(d)	3,808,933

See accompanying Notes to Portfolio of Investments.

212 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


France (cont.)
Credit Agricole SA (EUR) Senior Unsecured
06-24-13		6.000	%		1,950,000		$2,834,411
EDF SA (EUR) Senior Unsecured
02-05-18		5.000			1,450,000		2,106,321
France Government Bond OAT (EUR)
04-25-12		5.000			1,860,000		2,622,134
04-25-13		4.000			21,085,000		30,026,722
10-25-16		5.000			8,420,000		12,745,007
10-25-19		3.750			6,400,000		8,885,678
France Telecom SA (EUR) Senior Unsecured
02-21-17		4.750			3,435,000		4,907,372
Veolia Environnement SA (EUR) Senior Unsecured
01-16-17		4.375			1,050,000		1,467,142

Total				75,822,809


Germany (5.7%)
Bayerische Landesbank (JPY) Senior Unsecured
04-22-13		1.400			576,000,000		7,219,198
Bundesrepublik Deutschland (EUR)
01-04-15		3.750			5,250,000		7,593,272
07-04-19		3.500			12,320,000		17,290,705
07-04-27		6.500			13,140,000		24,200,589
07-04-28		4.750			6,610,000		10,268,428
07-04-34		4.750			12,725,000		20,283,485
Landwirtschaftliche Rentenbank (AUD) Government Guaranteed
06-15-11		5.750			4,380,000		4,484,291

Total				91,339,968


Greece (0.4%)
Hellenic Republic Government Bond (EUR) Senior Unsecured
03-20-24		4.700			8,380,000		6,279,385


Indonesia (1.5%)
Indonesia Government International Bond Senior Unsecured
01-17-18		6.875			$1,880,000	(d)	2,180,800
03-13-20		5.875			300,000	(d)	327,000
02-17-37		6.625			400,000	(d)	437,000
01-17-38		7.750			610,000	(d)	741,150
Indonesia Treasury Bond (IDR) Senior Unsecured
05-15-16		10.750			26,710,000,000		3,462,673
11-15-20		11.000			70,820,000,000		9,591,206
07-15-22		10.250			53,607,000,000		6,854,528

Total				23,594,357


Ireland (—%)
Ardagh Packaging Finance PLC Senior Secured
10-15-17		7.375			$343,000	(d)	$353,719
Warner Chilcott Co. LLC/Finance
09-15-18		7.750			379,000	(d)	382,790

Total				736,509


Italy (2.8%)
Intesa Sanpaolo SpA (EUR) Senior Unsecured
12-19-13		5.375			1,200,000		1,698,206
Italy Buoni Poliennali Del Tesoro (EUR)
04-15-12		4.000			6,060,000		8,245,531
08-01-15		3.750			2,410,000		3,225,780
02-01-19		4.250			8,530,000		11,227,984
11-01-26		7.250			10,475,191		17,129,459
11-01-27		6.500			1,800,000		2,740,587

Total				44,267,547


Japan (11.9%)
Bayer Holding Ltd. (JPY)
06-28-12		1.955			130,000,000		1,614,146
Development Bank of Japan (JPY) Government Guaranteed
06-20-12		1.400			1,227,000,000		15,364,017
Japan Government 10-Year Bond (JPY) Senior Unsecured
12-20-12		1.000			2,229,500,000		27,912,263
09-20-17		1.700			2,538,000,000		33,415,259
Japan Government 20-Year Bond (JPY) Senior Unsecured
03-20-20		2.400			400,000,000	(b)	5,519,601
12-20-22		1.400			2,756,000,000		34,114,159
12-20-26		2.100			2,383,000,000		31,078,390
09-20-29		2.100			945,000,000		12,111,742
Japan Government 30-Year Bond (JPY) Senior Unsecured
12-20-34		2.400			890,000,000		11,891,709
03-20-39		2.300			420,000,000		5,530,224
Japanese Government CPI-Linked Bond (JPY) Senior Unsecured
03-10-18		1.400			1,091,380,000	(g)	13,674,676

Total				192,226,186


Kazakhstan (0.1%)
KazMunayGas National Co. Senior Unsecured
07-02-18		9.125			750,000	(d)	872,813


Lithuania (0.1%)
Lithuania Government International Bond Senior Unsecured
09-14-17		5.125			2,205,000	(d)	2,177,437


Luxembourg (0.2%)
ArcelorMittal Senior Unsecured
06-01-19		9.850			$750,000		$947,865
10-15-39		7.000			1,365,000		1,416,573
Expro Finance Luxembourg SCA Senior Secured
12-15-16		8.500			97,000	(d)	93,177
Telecom Italia Capital SA
07-18-36		7.200			110,000		103,297
Wind Acquisition Finance SA Senior Secured
02-15-18		7.250			495,000	(d)	502,425

Total				3,063,337


Malaysia (0.5%)
Petronas Capital Ltd.
05-22-12		7.000			2,210,000	(d)	2,375,660
08-12-19		5.250			6,025,000	(d)	6,451,930

Total				8,827,590


Mexico (1.6%)
Mexican Bonos (MXN)
12-19-13		8.000			109,910,000		9,477,507
12-17-15		8.000			171,680,000		14,881,933
Mexican Government International Bond Senior Unsecured
09-27-34		6.750			315,000		354,375
Pemex Project Funding Master Trust
03-01-18		5.750			1,513,000		1,617,680
05-03-19		8.000			100,000		120,500

Total				26,451,995


Netherlands (4.7%)
Allianz Finance II BV (EUR)
11-23-16		4.000			750,000		1,028,372
BMW Finance NV (EUR)
09-19-13		8.875			1,950,000		3,052,362
Deutsche Telekom International Finance BV (EUR)
01-19-15		4.000			3,755,000		5,223,649
E.ON International Finance BV (EUR)
10-02-17		5.500			1,040,000		1,554,345
ING Groep NV (EUR) Senior Unsecured
05-31-17		4.750			3,125,000		4,289,086
Netherlands Government Bond (EUR)
07-15-12		5.000			6,020,000		8,563,947
07-15-13		4.250			8,141,000		11,746,012
07-15-20		3.500			26,380,000		36,234,568

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 213

Portfolio of Investments (continued) RiverSource VP — Global Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Netherlands (cont.)
Rabobank Nederland NV (EUR) Senior Unsecured
04-04-12		4.125	%		2,290,000		$3,166,546

Total				74,858,887


New Zealand (1.1%)
ANZ National International Ltd. Bank Guaranteed
08-10-15		3.125			$3,730,000	(d,e)	3,689,824
New Zealand Government Bond (NZD) Senior Unsecured
04-15-13		6.500			16,830,000		13,806,260

Total				17,496,084


Norway (1.1%)
Norway Government Bond (NOK)
05-16-11		6.000			97,545,000		16,981,014


Philippine Islands (0.3%)
Philippine Government International Bond Senior Unsecured
01-14-31		7.750			1,645,000		2,027,463
10-23-34		6.375			300,000	(e)	318,000
Power Sector Assets & Liabilities Management Corp. Government Guaranteed
05-27-19		7.250			2,000,000	(d)	2,350,000
12-02-24		7.390			200,000	(d)	233,458

Total				4,928,921


Poland (1.7%)
Poland Government Bond (PLN)
04-25-13		5.250			23,790,000		8,154,825
10-25-17		5.250			57,170,000		18,897,360

Total				27,052,185


Qatar (0.3%)
Qatar Government International Bond Senior Unsecured
04-09-19		6.550			1,100,000	(d)	1,272,051
01-20-40		6.400			200,000	(d)	217,000
Qatari Diar Finance QSC Government Guaranteed
07-21-20		5.000			1,800,000	(d)	1,791,454
Ras Laffan Liquefied Natural Gas Co., Ltd. III Senior Secured
09-30-14		5.500			890,000	(d)	960,126

Total				4,240,631


Russia (0.4%)
AK Transneft OJSC Via TransCapitalInvest Ltd. Senior Unsecured
03-05-14		5.670			470,000	(d)	498,398
Gazprom Via Gaz Capital SA Senior Unsecured
11-22-16		6.212			600,000	(d)	632,249
08-16-37		7.288			570,000	(d)	592,800
Russian Foreign Bond - Eurobond
03-31-30		7.500			$3,790,325	(d)	$4,377,825

Total				6,101,272


South Africa (0.5%)
South Africa Government Bond (ZAR) Senior Unsecured
12-21-14		8.750			52,890,000		8,441,627


South Korea (0.4%)
Export-Import Bank of Korea Senior Unsecured
01-21-14		8.125			3,430,000		3,902,409
01-14-15		5.875			1,820,000		1,968,719

Total				5,871,128


Spain (2.7%)
Ayt Cedulas Cajas Global (EUR)
06-14-18		4.250			4,900,000		5,533,861
Caja de Ahorros y Monte de Piedad de Madrid (EUR)
03-25-11		3.500			5,800,000		7,751,193
Instituto de Credito Oficial (AUD) Government Guaranteed
03-08-11		5.500			3,840,000		3,907,332
Santander International Debt SA Unipersonal (EUR) Bank Guaranteed
04-11-11		5.125			5,000,000		6,724,840
Santander U.S. Debt SA Unipersonal Bank Guaranteed
10-07-15		3.781			2,800,000	(d)	2,625,596
Spain Government Bond (EUR)
07-30-17		5.500			6,950,000		9,545,513
Telefonica Emisiones SAU
01-15-15		4.949			5,080,000		5,261,274
Telefonica Emisiones SAU (EUR)
02-02-16		4.375			1,850,000		2,502,065

Total				43,851,674


Supra-National (0.4%)
Corp. Andina de Fomento Senior Unsecured
06-04-19		8.125			2,620,000		3,142,256
European Investment Bank (GBP) Senior Unsecured
12-07-11		5.500			1,685,000		2,737,971

Total				5,880,227


Sweden (1.0%)
Sweden Government Bond (SEK)
05-05-14		6.750			95,740,000		16,201,923


Turkey (0.3%)
Turkey Government International Bond Senior Unsecured
07-14-17		7.500			$950,000		$1,123,375
11-07-19		7.500			225,000		269,438
06-05-20		7.000			1,330,000		1,536,150
03-17-36		6.875			1,010,000		1,126,150

Total				4,055,113


United Kingdom (4.5%)
MetLife of Connecticut (JPY)
05-24-11		0.572			400,000,000	(l)	4,818,630
SABMiller PLC Senior Unsecured
07-15-18		6.500			2,680,000	(d)	3,132,333
United Kingdom Gilt (GBP)
09-07-16		4.000			9,440,000		15,866,768
03-07-19		4.500			6,900,000		11,754,401
03-07-25		5.000			3,215,000		5,626,662
12-07-27		4.250			5,500,000		8,798,278
03-07-36		4.250			4,360,000		6,846,142
12-07-38		4.750			5,200,000		8,861,632
12-07-49		4.250			3,750,000		5,961,403

Total				71,666,249


United States (33.0%)
Ally Financial, Inc.
09-15-20		7.500			1,450,000	(d)	1,537,000
Amkor Technology, Inc. Senior Unsecured
05-01-18		7.375			856,000	(e)	890,240
Anadarko Petroleum Corp. Senior Unsecured
09-15-16		5.950			1,380,000		1,482,519
Anheuser-Busch InBev Worldwide, Inc.
01-15-14		7.200			2,595,000	(d)	2,967,629
11-15-14		5.375			7,265,000	(d)	8,004,236
Ashland, Inc.
06-01-17		9.125			605,000		697,263
Associated Materials LLC Senior Secured
11-01-17		9.125			260,000	(d)	273,000
AT&T, Inc. Senior Unsecured
02-15-39		6.550			8,050,000		8,762,055
Ball Corp.
09-01-19		7.375			95,000		102,125
09-15-20		6.750			538,000		564,900
Bank of America Corp. (GBP) Senior Unsecured
02-02-11		0.830			2,850,000	(l)	4,441,061
Bank of America Corp. Senior Unsecured
05-01-18		5.650			6,145,000		6,338,642

See accompanying Notes to Portfolio of Investments.

214 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


United States (cont.)
Berry Petroleum Co. Senior Unsecured
11-01-20		6.750	%		$145,000		$145,725
Brocade Communications Systems, Inc. Senior Secured
01-15-18		6.625			250,000		263,125
01-15-20		6.875			219,000		233,235
Burlington Northern Santa Fe LLC Senior Unsecured
05-01-40		5.750			2,355,000		2,436,524
Cardinal Health, Inc. Senior Unsecured
12-15-20		4.625			5,130,000		5,118,534
Cardtronics, Inc.
09-01-18		8.250			550,000		574,750
CC Holdings GS V LLC/Crown Castle GS III Corp. Senior Secured
05-01-17		7.750			2,445,000	(d)	2,671,162
CCO Holdings LLC/Capital Corp.
04-30-18		7.875			487,000		504,045
Celanese U.S. Holdings LLC
10-15-18		6.625			656,000	(d)	677,320
CenterPoint Energy Resources Corp. Senior Unsecured
02-15-11		7.750			2,575,000		2,594,381
Central Garden and Pet Co.
03-01-18		8.250			195,000		199,388
CF Industries, Inc.
05-01-18		6.875			240,000		256,800
05-01-20		7.125			240,000		262,800
Chesapeake Energy Corp.
08-15-20		6.625			1,645,000		1,612,099
CIT Group, Inc. Senior Secured
05-01-16		7.000			1,630,000		1,636,113
CitiFinancial Auto Issuance Trust Series 2009-1 Class A2
11-15-12		1.830			8,506,529	(d)	8,532,589
Citigroup, Inc. (EUR) Senior Unsecured
08-02-19		5.000			1,905,000		2,485,712
Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-CD1 Class ASB
07-15-44		5.222			1,043,432	(f)	1,110,337
Clorox Co. Senior Unsecured
03-01-13		5.000			55,000		58,881
Colorado Interstate Gas Co. Senior Unsecured
11-15-15		6.800			2,231,000		2,570,168
Comcast Corp.
03-15-11		5.500			3,450,000		3,483,186
02-15-18		5.875			1,260,000		1,398,900
07-01-39		6.550			760,000		826,523
Commercial Mortgage Pass-Through Certificates Series 2006-CN2A Class BFL
02-05-19		0.576			450,000	(d,f,l)	430,519
Concho Resources, Inc. Senior Notes
01-15-21		7.000			$362,000		$371,050
Continental Resources, Inc.
04-01-21		7.125			61,000	(d)	64,050
Cott Beverages, Inc.
09-01-18		8.125			99,000		106,673
Credit Suisse First Boston Mortgage Securities Corp. Series 2002-CKS4 Class A1
11-15-36		4.485			124,690	(f)	124,755
Credit Suisse First Boston Mortgage Securities Corp. Series 2004-C1 Class A4
01-15-37		4.750			4,225,000	(f)	4,426,066
Credit Suisse First Boston Mortgage Securities Corp. Series 2004-C2 Class A1
05-15-36		3.819			94,805	(f)	96,008
Cricket Communications, Inc. Senior Secured
05-15-16		7.750			986,000		1,022,975
CSC Holdings LLC Senior Unsecured
02-15-19		8.625			220,000		248,600
CSX Corp. Senior Unsecured
03-15-18		6.250			1,914,000		2,195,666
CVS Caremark Corp. Senior Unsecured
06-01-17		5.750			1,500,000		1,668,975
Del Monte Corp.
10-15-19		7.500			488,000		569,130
Denbury Resources, Inc.
04-01-13		7.500			560,000		565,600
03-01-16		9.750			885,000		986,775
DIRECTV Holdings LLC/Financing Co., Inc.
02-15-16		3.125			4,385,000		4,326,529
DISH DBS Corp.
10-01-14		6.625			1,441,000		1,495,038
02-01-16		7.125			710,000		733,075
Dominion Resources, Inc. Senior Unsecured
08-01-33		5.250			5,075,000		5,586,479
DTE Energy Co. Senior Unsecured
06-01-11		7.050			375,000		384,438
Duke Energy Corp. Senior Unsecured
02-01-14		6.300			2,200,000		2,450,459
Duke Energy Indiana, Inc. 1st Mortgage
08-15-38		6.350			1,770,000		2,034,051
El Paso Corp. Senior Unsecured
09-15-20		6.500			1,305,000	(d)	1,311,525
Embarq Corp. Senior Unsecured
06-01-36		7.995			3,310,000		3,614,119
Energy Transfer Equity LP
10-15-20		7.500			$835,000		$868,400
Entravision Communications Corp. Senior Secured
08-01-17		8.750			875,000	(d)	920,938
ERAC USA Finance LLC
10-15-37		7.000			2,965,000	(d)	3,192,786
Esterline Technologies Corp.
08-01-20		7.000			40,000	(d)	41,400
EXCO Resources, Inc.
09-15-18		7.500			480,000		469,200
Federal Home Loan Mortgage Corp. #A11799
08-01-33		6.500			60,820	(f)	68,387
Federal Home Loan Mortgage Corp. #A15881
11-01-33		5.000			557,911	(f)	594,191
Federal Home Loan Mortgage Corp. #E01377
05-01-18		4.500			233,201	(f)	245,773
Federal Home Loan Mortgage Corp. #E91326
09-01-17		6.500			44,176	(f)	48,352
Federal Home Loan Mortgage Corp. #E99967
10-01-18		5.000			292,928	(f)	315,527
Federal Home Loan Mortgage Corp. #G01535
04-01-33		6.000			478,953	(f)	534,875
Federal National Mortgage Association
10-15-14		4.625			5,255,000	(f)	5,844,753
Federal National Mortgage Association #254632
02-01-18		5.500			653,498	(f)	704,655
Federal National Mortgage Association #254686
04-01-18		5.500			791,385	(f)	853,831
Federal National Mortgage Association #254722
05-01-18		5.500			405,133	(f)	437,101
Federal National Mortgage Association #255079
02-01-19		5.000			2,430,684	(f)	2,602,730
Federal National Mortgage Association #255377
08-01-34		7.000			190,035	(f)	215,626
Federal National Mortgage Association #440730
12-01-28		6.000			344,083	(f)	385,232
Federal National Mortgage Association #555417
05-01-33		6.000			533,587	(f)	587,801
Federal National Mortgage Association #555528
04-01-33		6.000			870,133	(f)	958,541
Federal National Mortgage Association #555531
06-01-33		5.500			1,234,749	(f)	1,330,934
Federal National Mortgage Association #555734
07-01-23		5.000			314,650	(f)	335,072
Federal National Mortgage Association #555740
08-01-18		4.500			138,552	(f)	146,117
Federal National Mortgage Association #555851
01-01-33		6.500			1,961,209	(f)	2,205,214
Federal National Mortgage Association #575487
04-01-17		6.500			108,563	(f)	118,702
Federal National Mortgage Association #621581
12-01-31		6.500			183,869	(f)	207,027
Federal National Mortgage Association #631315
02-01-17		5.500			84,597	(f)	92,057
Federal National Mortgage Association #639965
08-01-17		6.000			294,070	(f)	320,325

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 215

Portfolio of Investments (continued) RiverSource VP — Global Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


United States (cont.)
Federal National Mortgage Association #640996
05-01-32		7.500	%		$118,018	(f)	$135,581
Federal National Mortgage Association #646147
06-01-32		7.000			112,136	(f)	127,721
Federal National Mortgage Association #652284
08-01-32		6.500			99,916	(f)	112,347
Federal National Mortgage Association #653145
07-01-17		6.000			53,152	(f)	58,084
Federal National Mortgage Association #654121
09-01-17		6.000			231,144	(f)	253,178
Federal National Mortgage Association #655589
08-01-32		6.500			509,868	(f)	574,070
Federal National Mortgage Association #666424
08-01-32		6.500			100,029	(f)	112,474
Federal National Mortgage Association #670461
11-01-32		7.500			74,398	(f)	85,470
Federal National Mortgage Association #684595
03-01-33		6.000			324,284	(f)	357,232
Federal National Mortgage Association #687583
04-01-33		6.000			1,149,062	(f)	1,269,844
Federal National Mortgage Association #688034
03-01-33		5.500			136,340	(f)	147,849
Federal National Mortgage Association #688691
03-01-33		5.500			149,341	(f)	160,975
Federal National Mortgage Association #720786
09-01-33		5.500			734,949	(f)	792,200
Federal National Mortgage Association #725162
02-01-34		6.000			977,038	(f)	1,076,308
Federal National Mortgage Association #725232
03-01-34		5.000			460,886	(f)	487,456
Federal National Mortgage Association #725424
04-01-34		5.500			2,484,909	(f)	2,678,479
Federal National Mortgage Association #735029
09-01-13		5.321			475,373	(f)	517,977
Federal National Mortgage Association #735591
06-01-35		5.000			4,311,907	(f)	4,555,104
Federal National Mortgage Association #735883
03-01-33		6.000			3,336,128	(f)	3,701,152
Federal National Mortgage Association #739474
10-01-33		5.500			323,115	(f)	350,672
Federal National Mortgage Association #741850
09-01-33		5.500			969,828	(f,n)	1,051,543
Federal National Mortgage Association #745257
01-01-36		6.000			1,045,779	(f,n)	1,146,477
Federal National Mortgage Association #745275
02-01-36		5.000			1,928,181	(f)	2,035,728
Federal National Mortgage Association #745283
01-01-36		5.500			2,873,994	(f,n)	3,096,975
Federal National Mortgage Association #748110
10-01-33		6.500			1,208,599	(f)	1,358,967
Federal National Mortgage Association #753507
12-01-18		5.000			826,719	(f)	884,591
Federal National Mortgage Association #755498
11-01-18		5.500			503,979	(f)	544,505
Federal National Mortgage Association #756799
11-01-33		6.500			140,514	(f)	158,353
Federal National Mortgage Association #756844
02-01-19		5.000			$221,923	(f)	$238,602
Federal National Mortgage Association #757299
09-01-19		4.500			1,335,423	(f)	1,413,045
Federal National Mortgage Association #759336
01-01-34		6.000			2,445,995	(f)	2,713,624
Federal National Mortgage Association #765946
02-01-34		5.500			3,972,906	(f)	4,281,147
Federal National Mortgage Association #783646
06-01-34		5.500			368,140	(f)	398,198
Federal National Mortgage Association #791393
10-01-19		5.500			1,123,021	(f)	1,219,355
Federal National Mortgage Association #794298
09-01-19		5.500			843,345	(f)	915,688
Federal National Mortgage Association #886292
07-01-36		7.000			1,407,937	(f)	1,606,855
Federal National Mortgage Association #888120
10-01-35		5.000			3,602,130	(f)	3,803,043
Florida Power & Light Co. 1st Mortgage
02-01-41		5.250			700,000		708,362
Florida Power Corp. 1st Mortgage
06-15-18		5.650			1,200,000		1,354,940
04-01-40		5.650			1,445,000		1,512,262
Frac Tech Services LLC/Finance, Inc.
11-15-18		7.125			380,000	(d)	385,700
Frontier Communications Corp. Senior Unsecured
04-15-17		8.250			676,000		741,910
04-15-20		8.500			552,000		603,060
GE Capital Commercial Mortgage Corp. Series 2005-C1 Class A5
06-10-48		4.772			500,000	(f)	526,058
General Electric Capital Assurance Co. Series 2003-1 Class A4
05-12-35		5.254			921,765	(d,f)	977,079
General Electric Capital Corp. (GBP) Senior Unsecured
05-17-12		6.125			1,375,000		2,256,807
General Electric Capital Corp. Senior Unsecured
09-16-20		4.375			12,395,000		12,198,625
Georgia-Pacific LLC
05-01-16		8.250			670,000	(d)	756,262
11-01-20		5.400			760,000	(d)	751,396
Government National Mortgage Association #604708
10-15-33		5.500			381,248	(f)	414,188
Government National Mortgage Association CMO I.O. Series 2002-80 Class CI
01-20-32		7.233			14,659	(f,h)	63
Graphic Packaging International, Inc.
10-01-18		7.875			98,000		102,655
Greenwich Capital Commercial Funding Corp. Series 2003-C1 Class A3
07-05-35		3.858			2,165,327	(f)	2,209,045
Greenwich Capital Commercial Funding Corp. Series 2004-GG1 Class A5
06-10-36		4.883			$321,760	(f)	$325,201
Greenwich Capital Commercial Funding Corp. Series 2007-GG9 Class A4
03-10-39		5.444			7,050,000	(f)	7,427,727
Greif, Inc. Senior Unsecured
02-01-17		6.750			625,000		653,125
GS Mortgage Securities Corp. II Series 2007-EOP Class J
03-06-20		1.120			2,400,000	(d,f,l)	2,146,693
GS Mortgage Securities Corp. II Series 2007-GG10 Class F
08-10-45		5.807			1,475,000	(f)	121,111
GTP Towers Issuer LLC
02-15-15		4.436			1,600,000	(d)	1,693,576
Harborview Mortgage Loan Trust CMO Series 2004-1 Class 4A
04-19-34		4.756			2,134,405	(f,l)	2,100,521
HCA, Inc. Senior Secured
02-15-17		9.875			710,000		781,000
02-15-20		7.875			10,000		10,700
09-15-20		7.250			1,477,000		1,543,465
Hertz Vehicle Financing LLC Series 2009-2A Class A1
03-25-14		4.260			5,100,000	(d)	5,306,285
HJ Heinz Finance Co.
07-15-11		6.625			1,605,000		1,654,899
Indiana Michigan Power Co. Senior Unsecured
03-15-37		6.050			4,270,000		4,441,291
Interface, Inc. Senior Notes
12-01-18		7.625			129,000	(d)	132,870
Interline Brands, Inc.
11-15-18		7.000			212,000	(d)	215,180
International Lease Finance Corp. Senior Unsecured
12-15-20		8.250			755,000		777,650
Invista
05-01-12		9.250			314,000	(d)	318,839
Jarden Corp.
05-01-16		8.000			920,000		1,001,649
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-LN1 Class A1
10-15-37		4.134			1,663,454	(f)	1,730,966
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-ML1A Class A1
03-12-39		3.972			108,096	(f)	110,520
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2003-ML1A Class A2
03-12-39		4.767			1,625,000	(f)	1,708,066
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2004-CBX Class A3
01-12-37		4.184			412,282	(f)	412,776

See accompanying Notes to Portfolio of Investments.

216 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


United States (cont.)
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP2 Class A3
07-15-42		4.697	%		$1,800,000	(f)	$1,843,826
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-LDP3 Class ASB
08-15-42		4.893			3,421,132	(f)	3,573,994
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-LDP6 Class ASB
04-15-43		5.490			2,650,000	(f)	2,807,893
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-LDP7 Class ASB
04-15-45		5.872			2,799,986	(f)	3,000,537
JPMorgan Chase & Co. Senior Unsecured
01-15-16		2.600			1,400,000		1,361,222
10-15-20		4.250			4,640,000		4,531,656
K Hovnanian Enterprises, Inc. Senior Secured
10-15-16		10.625			635,000		650,875
Kansas Gas & Electric 1st Mortgage
06-15-19		6.700			1,000,000	(d)	1,152,881
Kraft Foods, Inc. Senior Unsecured
08-11-17		6.500			1,165,000		1,355,383
02-01-18		6.125			9,110,000		10,406,306
Lamar Media Corp.
04-15-18		7.875			261,000		277,313
LB-UBS Commercial Mortgage Trust Series 2004-C2 Class A3
03-15-29		3.973			650,000	(f)	660,816
LB-UBS Commercial Mortgage Trust Series 2006-C4 Class AAB
06-15-32		5.856			925,000	(f)	995,769
LB-UBS Commercial Mortgage Trust Series 2007-C7 Class A3
09-15-45		5.866			2,950,000	(f)	3,116,177
Lear Corp.
03-15-18		7.875			746,000		796,355
03-15-20		8.125			408,000	(e)	444,720
LifePoint Hospitals, Inc.
10-01-20		6.625			180,000	(d)	178,650
LyondellBasell Industries Senior Secured
11-01-17		8.000			1,368,000	(d)	1,518,480
Mantech International Corp.
04-15-18		7.250			203,000		212,135
Mellon Funding Corp. (GBP)
11-08-11		6.375			1,240,000		2,006,563
MetroPCS Wireless, Inc.
11-15-20		6.625			855,000		814,388
Metropolitan Life Global Funding I (GBP) Senior Secured
01-27-11		4.625			1,720,000		2,685,687
MGM Resorts International Senior Secured
11-15-17		11.125			$640,000		$736,000
Midwest Generation LLC Pass-Through Certificates
01-02-16		8.560			371,389		375,103
Morgan Stanley Capital I Series 2004-HQ4 Class A5
04-14-40		4.590			690,000	(f)	693,126
Morgan Stanley Capital I Series 2006-T23 Class AAB
08-12-41		5.795			775,000	(f)	840,282
Morgan Stanley Reremic Trust Series 2010-GG10 Class A4A
08-12-45		5.807			1,800,000	(d,f)	1,924,644
Morgan Stanley (EUR) Senior Unsecured
10-02-17		5.500			2,475,000		3,347,923
Morgan Stanley (GBP) Senior Unsecured
04-11-11		7.500			1,785,000		2,810,907
Morgan Stanley Senior Unsecured
07-24-20		5.500			2,150,000		2,172,089
Mylan, Inc.
11-15-18		6.000			430,000	(d)	422,475
Nalco Co. Senior Notes
01-15-19		6.625			1,150,000	(d)	1,175,875
National Collegiate Student Loan Trust CMO I.O. Series 2006-3 Class AIO
01-25-12		5.880			3,400,000	(h)	187,999
Nevada Power Co.
05-15-18		6.500			1,200,000		1,381,085
08-01-18		6.500			1,625,000		1,881,535
Nextel Communications, Inc.
08-01-15		7.375			1,430,000		1,431,787
Nisource Finance Corp.
09-15-17		5.250			7,707,000		8,096,111
09-15-20		5.450			3,435,000		3,539,781
Norfolk Southern Corp. Senior Unsecured
04-01-18		5.750			350,000		395,227
Northern States Power Co. 1st Mortgage
08-28-12		8.000			1,635,000		1,816,858
Northwest Pipeline GP Senior Unsecured
06-15-16		7.000			2,515,000		2,977,813
04-15-17		5.950			3,125,000		3,523,493
NRG Energy, Inc.
01-15-17		7.375			3,005,000		3,095,150
Oracle Corp. Senior Notes
07-15-40		5.375			260,000	(d)	262,762
Oshkosh Corp.
03-01-17		8.250			$497,000		$540,488
03-01-20		8.500			398,000		436,805
PacifiCorp 1st Mortgage
09-15-13		5.450			850,000		931,337
10-15-37		6.250			1,425,000		1,612,172
01-15-39		6.000			1,480,000		1,632,403
Peabody Energy Corp.
09-15-20		6.500			730,000		779,275
Petrohawk Energy Corp.
08-01-14		10.500			830,000		946,200
Pinafore LLC/Inc. Senior Secured
10-01-18		9.000			95,000	(d)	103,075
Polypore International, Inc. Senior Notes
11-15-17		7.500			440,000	(d)	448,800
Potomac Electric Power Co. 1st Mortgage
04-15-14		4.650			890,000		951,830
PPL Electric Utilities Corp. 1st Mortgage
11-30-13		7.125			9,275,000		10,718,171
Progress Energy, Inc. Senior Unsecured
03-01-11		7.100			1,045,000		1,055,664
03-15-14		6.050			2,870,000		3,187,261
Prudential Financial, Inc. Senior Unsecured
11-15-20		4.500			5,700,000		5,574,314
QEP Resources, Inc. Senior Unsecured
03-01-21		6.875			505,000		530,250
Quicksilver Resources, Inc.
08-01-15		8.250			720,000		747,000
QVC, Inc. Senior Secured
10-15-20		7.375			848,000	(d)	886,160
Qwest Communications International, Inc.
04-01-18		7.125			1,160,000	(d)	1,200,600
Rain CII Carbon LLC/Corp. Senior Secured
12-01-18		8.000			465,000	(d)	487,088
Range Resources Corp.
05-15-16		7.500			390,000		404,625
05-15-19		8.000			1,105,000		1,203,069
Regal Cinemas Corp.
07-15-19		8.625			500,000		530,000
Regency Energy Partners LP/Finance Corp.
06-01-16		9.375			30,000	(e)	32,925
12-01-18		6.875			240,000		243,300
Renaissance Home Equity Loan Trust Series 2005-4 Class A3
02-25-36		5.565			385,809		366,483

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 217

Portfolio of Investments (continued) RiverSource VP — Global Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


United States (cont.)
Reynolds Group Issuer, Inc./LLC Senior Secured
10-15-16		7.750	%		$848,000	(d)	$893,580
04-15-19		7.125			594,000	(d)	604,395
RR Donnelley & Sons Co. Senior Unsecured
01-15-17		6.125			6,700,000		6,848,980
SBA Telecommunications, Inc.
08-15-16		8.000			740,000		801,050
08-15-19		8.250			240,000		262,200
Seneca Gaming Corp.
12-01-18		8.250			372,000	(d)	372,930
Sierra Pacific Power Co.
05-15-16		6.000			11,116,000		12,590,282
Southern California Gas Co. 1st Mortgage
03-15-14		5.500			1,900,000		2,093,504
Southern Natural Gas Co. Senior Unsecured
04-01-17		5.900			11,898,000	(d)	12,758,975
Spectrum Brands Holdings, Inc. Senior Secured
06-15-18		9.500			559,000	(d)	614,900
Speedway Motorsports, Inc.
06-01-16		8.750			1,125,000		1,215,000
Sprint Nextel Corp. Senior Unsecured
08-15-17		8.375			375,000	(e)	402,188
SPX Corp.
09-01-17		6.875			90,000	(d)	95,625
Tampa Electric Co. Senior Unsecured
05-15-18		6.100			1,805,000		2,031,916
TCM Sub LLC
01-15-15		3.550			2,730,000	(d)	2,798,085
The Cleveland Electric Illuminating Co. 1st Mortgage
11-15-18		8.875			2,450,000		3,115,018
The Cleveland Electric Illuminating Co. Senior Unsecured
12-15-13		5.650			2,900,000		3,171,109
The Detroit Edison Co. Senior Secured
10-01-13		6.400			2,375,000		2,679,568
The Dow Chemical Co. (EUR) Senior Unsecured
05-27-11		4.625			1,505,000		2,027,613
The Dow Chemical Co. Senior Unsecured
11-15-20		4.250			7,540,000		7,222,551
The Goldman Sachs Group, Inc. (EUR) Senior Unsecured
05-02-18		6.375			1,125,000		1,613,083
The Hertz Corp.
10-15-18		7.500			445,000	(d)	463,913
01-15-21		7.375			937,000	(d,e)	955,740
The Manitowoc Co., Inc.
11-01-13		7.125			$1,345,000	(e)	$1,356,769
11-01-20		8.500			260,000		276,250
The Toledo Edison Co. Senior Secured
05-15-37		6.150			5,225,000		5,397,415
Time Warner Cable, Inc.
11-15-40		5.875			3,120,000		3,086,803
Transcontinental Gas Pipe Line Co. LLC Senior Unsecured
04-15-16		6.400			7,255,000		8,342,967
06-15-18		6.050			1,108,000		1,252,739
TransDigm, Inc. Senior Subordinated Notes
12-15-18		7.750			483,000	(d,e)	499,905
tw telecom holdings, inc.
03-01-18		8.000			746,000		792,625
U.S. Treasury
10-31-11		1.000			2,545,000	(e)	2,559,911
11-30-15		1.375			4,280,000	(e)	4,159,291
07-31-17		2.375			1,790,000		1,766,506
11-15-20		2.625			11,550,000	(e)	10,894,896
08-15-23		6.250			13,500,000	(e)	16,967,812
08-15-40		3.875			7,787,000		7,172,559
United States Cellular Corp. Senior Unsecured
12-15-33		6.700			483,000		469,168
United States Steel Corp. Senior Unsecured
02-01-18		7.000			239,000		242,585
04-01-20		7.375			770,000		781,550
Valeant Pharmaceuticals International
10-01-20		7.000			1,375,000	(d)	1,357,813
Valmont Industries, Inc.
04-20-20		6.625			1,448,000		1,510,841
Verizon New York, Inc. Senior Unsecured
04-01-12		6.875			5,740,000		6,123,151
04-01-32		7.375			4,229,000		4,745,513
Verizon Pennsylvania, Inc. Senior Unsecured
11-15-11		5.650			3,675,000		3,830,843
Wachovia Bank Commercial Mortgage Trust Series 2005-C20 Class A5
07-15-42		5.087			925,000	(f)	944,388
Wachovia Bank Commercial Mortgage Trust Series 2006-C24 Class A3
03-15-45		5.558			2,500,000	(f)	2,699,527
Wachovia Bank Commercial Mortgage Trust Series 2006-C24 Class APB
03-15-45		5.576			1,200,000	(f)	1,269,248
Wachovia Bank Commercial Mortgage Trust Series 2006-C27 Class APB
07-15-45		5.727			850,000	(f)	896,272
Wachovia Bank Commercial Mortgage Trust Series 2006-C29 Class A4
11-15-48		5.308			2,702,500	(f)	2,868,235
Wells Fargo & Co. (EUR) Senior Unsecured
11-03-16		4.125			1,150,000		$1,547,200
Wells Fargo Mortgage-Backed Securities Trust CMO Series 2005-14 Class 2A1
12-25-35		5.500			$5,470,264	(f)	5,627,155
Windstream Corp.
08-01-16		8.625			349,000		367,323
03-15-19		7.000			90,000		88,650
World Omni Auto Receivables Trust Series 2010-A Class A4
05-15-15		2.210			1,000,000		1,024,505
Wyndham Worldwide Corp. Senior Unsecured
02-01-18		5.750			301,000		306,068
XM Satellite Radio, Inc.
11-01-18		7.625			690,000	(d)	712,425
Yum! Brands, Inc. Senior Unsecured
03-15-18		6.250			1,600,000		1,806,549

Total				532,111,068


Uruguay (0.2%)
Uruguay Government International Bond
11-18-22		8.000			1,485,000		1,837,688
Uruguay Government International Bond Senior Unsecured
03-21-36		7.625			1,500,000		1,781,250

Total				3,618,938


Venezuela (0.3%)
Petroleos de Venezuela SA
04-12-17		5.250			2,890,000		1,654,525
Petroleos de Venezuela SA Senior Unsecured
10-28-16		5.125			600,000		314,985
Venezuela Government International Bond
02-26-16		5.750			1,650,000	(d)	1,163,250
Venezuela Government International Bond Senior Unsecured
05-07-23		9.000			3,484,000	(d)	2,369,120

Total				5,501,880


Total Bonds
(Cost: $1,430,750,403) $1,518,638,087



Senior Loans (—%)(m)
	Coupon			Principal
Borrower	rate			amount			Value(a)

United States (—%)
Goodman Global, Inc. 1st Lien Term Loan
03-08-11		5.750	%		$105,000		$105,411


Total Senior Loans
(Cost: $103,950)							$105,411

See accompanying Notes to Portfolio of Investments.

218 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Money Market Fund (4.2%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		$67,602,669	(k)	$67,602,669


Total Money Market Fund
(Cost: $67,602,669) $67,602,669


Investments of Cash Collateral Received
for Securities on Loan (1.1%)
	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements(j)
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,167		0.400	%		$5,000,000		$5,000,000
Goldman Sachs & Co. dated 12-31-10, matures 01-03-11, repurchase price
$2,884,272		0.170			$2,884,231		$2,884,231
Merrill Lynch Government Securities Income dated 12-31-10, matures 01-03-11, repurchase price
$5,000,104		0.250			5,000,000		5,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$5,000,188		0.450			$5,000,000		$5,000,000

Total							17,884,231


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $17,884,231)							$17,884,231


Total Investments in Securities
(Cost: $1,516,341,253)(o)							$1,604,230,398

Investments in Derivatives

Futures Contracts Outstanding at Dec. 31, 2010


	Number of
	contracts			Notional			Expiration		Unrealized		Unrealized
Contract description	long (short)			market value			date		appreciation		depreciation
Euro-Bobl, 5-year		27			4,287,198			March 2011		$—		$(16,335	)
Euro-Bund, 10-year		(40	)		(6,700,576	)		March 2011		44,513		—
Japanese Government Bond, 10-year		25			43,312,592			March 2011		—		(1,232	)
U.S. Treasury Long Bond, 20-year		60			7,327,500			March 2011		—		(189,465	)
U.S. Treasury Note, 2-year		(3	)		(656,719	)		April 2011		1,730		—
U.S. Treasury Note, 5-year		(87	)		(10,241,531	)		April 2011		167,073		—
U.S. Treasury Note, 10-year		(242	)		(29,145,875	)		March 2011		710,512		—
U.S. Treasury Ultra Bond, 30-year		(69	)		(8,769,469	)		March 2011		141,131		—

Total										$1,064,959		$(207,032	)

Forward Foreign Currency Exchange Contracts Open at Dec. 31, 2010


			Currency to be			Currency to be			Unrealized		Unrealized
Counterparty	Exchange date		delivered			received			appreciation		depreciation
State Street Bank & Trust Company		Jan. 3, 2011		1,597,729			$9,473,733			$29,809		$—
				(USD	)		(NOK	)

UBS Securities		Jan. 4, 2011		131,670,000			1,603,971			—		(18,380	)
				(JPY	)		(USD	)

J.P. Morgan Securities, Inc.		Jan. 4, 2011		1,495,314			1,472,708			9,352		—
				(USD	)		(AUD	)

J.P. Morgan Securities, Inc.		Jan. 4, 2011		2,016,298			2,017,199			6,160		—
				(USD	)		(CAD	)

State Street Bank & Trust Company		Jan. 4, 2011		1,592,846			10,872,767			26,812		—
				(USD	)		(SEK	)

UBS Securities		Jan. 7, 2011		9,752,000			7,415,518			—		(175,021	)
				(NZD	)		(USD	)

HSBC Securities (USA), Inc.		Jan. 10, 2011		1,456,843			1,487,000			33,801		—
				(USD	)		(CAD	)

HSBC Securities (USA), Inc.		Jan. 11, 2011		13,710,000			13,272,651			—		(721,840	)
				(AUD	)		(USD	)

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 219

Portfolio of Investments (continued) RiverSource VP — Global Bond Fund

Forward Foreign Currency Exchange Contracts Open at Dec. 31, 2010 (continued)


			Currency to be			Currency to be			Unrealized		Unrealized
Counterparty	Exchange date		delivered			received			appreciation		depreciation
State Street Bank & Trust Company		Jan. 11, 2011		28,145,000			$37,118,703			$—		$(506,299	)
				(EUR	)		(USD	)

HSBC Securities (USA), Inc.		Jan. 11, 2011		15,257,127			695,725,000			293,431		—
				(USD	)		(INR	)

Barclays Bank PLC		Jan. 14, 2011		3,329,356			2,153,000			27,805		—
				(USD	)		(GBP	)

J.P. Morgan Securities, Inc.		Jan. 18, 2011		55,892,990			4,696,385,000			1,965,520		—
				(USD	)		(JPY	)

Barclays Bank PLC		Jan. 19, 2011		6,643,000			7,876,546			171,453		—
				(GBP	)		(EUR	)

HSBC Securities (USA), Inc.		Jan. 27, 2011		18,035,000			13,694,313			—		(368,944	)
				(SGD	)		(USD	)

J.P. Morgan Securities, Inc.		Jan. 27, 2011		9,398,200			116,970,000			65,032		—
				(USD	)		(MXN	)

Total										$2,629,175		$(1,790,484	)

Notes to Portfolio of Investments


AUD	—	Australian Dollar
BRL	—	Brazilian Real
CAD	—	Canadian Dollar
CMO	—	Collateralized Mortgage Obligation
CZK	—	Czech Koruna
DKK	—	Danish Krone
EUR	—	European Monetary Unit
GBP	—	British Pound Sterling
IDR	—	Indonesian Rupiah
INR	—	Indian Rupee
I.O.	—	Interest Only
JPY	—	Japanese Yen
MXN	—	Mexican Peso
NOK	—	Norwegian Krone
NZD	—	New Zealand Dollar
PLN	—	Polish Zloty
SEK	—	Swedish Krona
SGD	—	Singapore Dollar
ZAR	—	South African Rand


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		At Dec. 31, 2010, the cost of securities purchased, including interest purchased, on a when-issued and/or other forward-commitment basis was $5,544,606. See Note 2 to the financial statements.

(c)		Foreign security values are stated in U.S. dollars. For debt securities, principal amounts are denominated in U.S. dollar currency unless otherwise noted.

(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $142,473,794 or 8.86% of net assets.

(e)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

220 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(f)		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. These securities may be issued or guaranteed by U.S. government agencies or instrumentalities, or by private issuers, generally originators and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities. The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(g)		Inflation-indexed bonds are securities in which the principal amount is adjusted for inflation and the semiannual interest payments equal a fixed percentage of the inflation-adjusted principal amount.

(h)		Interest only represents securities that entitle holders to receive only interest payments on the underlying mortgages. The yield to maturity of an interest only security is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. The interest rate disclosed represents yield based upon the estimated timing and amount of future cash flows at Dec. 31, 2010.

(i)		This is a variable rate security that entitles holders to receive only interest payments. Interest is paid annually. The interest payment is based on the Gross Domestic Product (GDP) level of the previous year for the respective country. To the extent that the previous year’s GDP exceeds the ‘base case GDP’, an interest payment is made equal to 0.012225 of the difference.

(j)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271
Government National Mortgage Association		109,545
United States Treasury Inflation Indexed Bonds		15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000



Goldman Sachs & Co. (0.170%)
Security description	Value(a)
Government National Mortgage Association		$2,941,916

Total market value of collateral securities		$2,941,916

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 221

Portfolio of Investments (continued) RiverSource VP — Global Bond Fund

Notes to Portfolio of Investments (continued)


Merrill Lynch Government Securities Income (0.250%)
Security description	Value(a)
Fannie Mae REMICS		$960,321
Freddie Mac REMICS		4,139,688

Total market value of collateral securities		$5,100,009



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$2,596,530
Fannie Mae REMICS		585,460
Freddie Mac Gold Pool		222,092
Freddie Mac REMICS		772,736
Ginnie Mae I Pool		197,792
Government National Mortgage Association		725,390

Total market value of collateral securities		$5,100,000


(k)		Affiliated Money Market Fund – See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(l)		Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2010.

(m)		Senior loans have rates of interest that float periodically based primarily on the London Interbank Offered Rate (“LIBOR”) and other short-term rates. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(n)		At Dec. 31, 2010, investments in securities included securities valued at $2,127,503 that were partially pledged as collateral to cover initial margin deposits on open interest rate futures contracts.

(o)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $1,534,230,616 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$92,434,683
Unrealized depreciation	(22,434,901	)

Net unrealized appreciation	$69,999,782

222 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 223

Portfolio of Investments (continued) RiverSource VP — Global Bond Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1			Level 2
	quoted prices			other			Level 3
	in active			significant			significant
	markets for			observable			unobservable
Description(a)	identical assets			inputs(b)			inputs		Total
Bonds
Foreign Government Obligations & Agencies		$—			$861,037,674			$—		$861,037,674
U.S. Government Obligations & Agencies		43,520,975			5,844,753			—		49,365,728
Asset-Backed Securities		—			22,034,138			—		22,034,138
Commercial Mortgage-Backed Securities		—			52,535,638			—		52,535,638
Residential Mortgage-Backed Securities		—			65,352,889			—		65,352,889
Corporate Debt Securities
Life Insurance		—			18,568,365			4,818,630		23,386,995
All Other Industries		—			444,925,025			—		444,925,025

Total Bonds		43,520,975			1,470,298,482			4,818,630		1,518,638,087

Other
Senior Loans		—			105,411			—		105,411
Affiliated Money Market Fund(c)		67,602,669			—			—		67,602,669
Investments of Cash Collateral Received for Securities on Loan		—			17,884,231			—		17,884,231

Total Other		67,602,669			17,989,642					85,592,311

Investments in Securities		111,123,644			1,488,288,124			4,818,630		1,604,230,398
Derivatives(d)
Assets
Futures Contracts		1,064,959			—			—		1,064,959
Forward Foreign Currency Exchange Contracts		—			2,629,175			—		2,629,175
Liabilities
Futures Contracts		(207,032	)		—			—		(207,032	)
Forward Foreign Currency Exchange Contracts		—			(1,790,484	)		—		(1,790,484	)

Total		$111,981,571			$1,489,126,815			$4,818,630		$1,605,927,016


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Asset-Backed			Corporate Debt
	Securities			Securities		Total
Balance as of Dec. 31, 2009		$6,606,406			$4,032,667		$10,639,073
Accrued discounts/premiums		—			120,733		120,733
Realized gain (loss)		—			—		—
Change in unrealized appreciation (depreciation)*		—			665,230		665,230
Sales		—			—		—
Purchases		—			—		—
Transfers into Level 3		—			—		—
Transfers out of Level 3		(6,606,406	)		—		(6,606,406	)

Balance as of Dec. 31, 2010		$—			$4,818,630		$4,818,630


*		Change in unrealized appreciation (depreciation) relating to securities held at Dec. 31, 2010 was $665,230 which is comprised of Corporate Debt Securities.

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

224 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 225

Portfolio of Investments

RiverSource VP — Global Inflation Protected Securities Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Bonds (98.6%)(c)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Australia (2.8%)
Australia Government Index-Linked Bond (AUD) Senior Unsecured
08-20-15		4.000	%		11,915,760	(g)	$20,427,663
08-20-20		4.000			16,084,927	(g)	26,756,911
09-20-25		3.000			7,992,400	(g)	8,719,677
New South Wales Treasury Corp. (AUD) Local Government Guaranteed
11-20-25		2.750			12,457,750	(g)	12,771,376
Woodside Finance Ltd.
11-10-14		4.500			$1,400,000	(d)	1,469,180

Total				70,144,807


Brazil (0.3%)
Brazil Notas do Tesouro Nacional (BRL)
01-01-13		10.000			1,150,000		6,993,196


Canada (3.2%)
Bank of Nova Scotia
10-29-15		1.650			6,670,000	(d)	6,409,891
Canadian Government Bond (CAD)
12-01-26		4.250			33,493,943	(g)	49,463,094
12-01-31		4.000			8,991,710	(g)	13,951,697
12-01-44		1.500			4,061,720	(g)	4,491,528
The Toronto-Dominion Bank
07-29-15		2.200			6,000,000	(b,d)	5,921,916

Total				80,238,126


France (10.1%)
BNP Paribas Home Loan Covered Bonds SA
11-02-15		2.200			5,935,000	(b,d)	5,684,069
Cie de Financement Foncier
09-16-15		2.500			5,600,000	(d)	5,469,237
France Government Bond OAT (EUR)
07-25-12		3.000			11,607,904	(g)	16,534,923
07-25-15		1.600			44,366,795	(g)	62,530,800
07-25-20		2.250			63,444,938	(g)	92,244,159
07-25-22		1.100			7,132,860	(g)	9,066,869
07-25-23		2.100			10,465,700	(g)	15,172,946
07-25-29		3.400			5,965,450	(g)	10,384,877
07-25-32		3.150			7,548,970	(g)	12,808,761
07-25-40		1.800			19,364,580	(g)	26,992,230

Total				256,888,871


Germany (1.4%)
Deutsche Bundesrepublik Inflation-Linked Bond (EUR)
04-15-16		1.500			14,465,423	(g)	20,533,826
04-15-20		1.750			10,290,800	(g)	14,620,741

Total				35,154,567


Greece (0.9%)
Hellenic Republic Government Inflation-Linked Bond (EUR)
07-25-30		2.300			13,985,530	(g)	8,375,041
Hellenic Republic Government Inflation-Linked Bond (EUR) Senior Unsecured
07-25-25		2.900			25,550,360	(g)	15,576,508

Total				23,951,549


Italy (7.5%)
Italy Buoni Poliennali Del Tesoro (EUR)
09-15-12		1.850			8,407,930	(g)	11,438,171
09-15-17		2.100			62,228,610	(g)	81,111,693
09-15-41		2.550			8,164,720	(g)	9,533,601
Italy Buoni Poliennali Del Tesoro (EUR) Senior Unsecured
09-15-14		2.150			27,743,122	(g)	37,415,419
09-15-23		2.600			25,202,340	(g)	31,907,872
09-15-35		2.350			17,012,541	(g)	20,180,921

Total				191,587,677


Mexico (1.2%)
Mexican Bonos (MXN)
12-17-15		8.000			358,230,000		31,052,860


Sweden (1.9%)
Sweden Government Inflation-Linked Bond (SEK)
12-01-20		4.000			80,400,000	(h)	18,853,818
12-01-28		3.500			118,930,000	(h)	28,161,749

Total				47,015,567


United Kingdom (21.7%)
United Kingdom Gilt (GBP)
03-07-20		4.750			11,000,000		18,965,310
09-07-39		4.250			5,000,000		7,872,131
United Kingdom Gilt Inflation-Linked (GBP)
08-16-13		2.500			8,250,000	(h)	35,895,687
07-26-16		2.500			20,710,000	(h)	101,309,470
04-16-20		2.500			18,590,000	(h)	92,731,260
07-17-24		2.500			6,900,000	(h)	30,484,837
11-22-27		1.250			26,991,576	(g)	46,147,241
07-22-30		4.125			13,450,000	(h)	57,241,813
11-22-37		1.125			40,246,220	(g)	71,224,577
03-22-40		0.625			20,855,400	(g)	32,816,524
11-22-47		0.750			14,670,720	(g)	24,758,781
11-22-55		1.250			15,976,328	(g)	32,916,854

Total				552,364,485


United States (47.6%)
Anheuser-Busch InBev Worldwide, Inc.
11-15-14		5.375			$1,900,000	(d)	2,093,331
Bear Stearns Commercial Mortgage Securities Series 2005-T18 Class A4
02-13-42		4.933			13,700,000	(f)	14,620,848
Carrington Mortgage Loan Trust Series 2006-RFC1 Class A2
05-25-36		0.361			3,456,778	(e)	3,349,729
CenterPoint Energy Houston Electric LLC
01-15-14		5.750			2,800,000		3,091,242
Credit-Based Asset Servicing and Securitization LLC Series 2006-CB6 Class A22
07-25-36		0.351			1,185,337	(e)	1,181,908
Government National Mortgage Association CMO Series 2010-40 Class A
11-16-28		2.287			6,338,783	(f)	6,448,730
Greenwich Capital Commercial Funding Corp. Series 2007-GG9 Class A2
03-10-39		5.381			1,084,583	(b,f)	1,114,224
Greenwich Capital Commercial Funding Corp. Series 2007-GG9 Class A4
03-10-39		5.444			10,410,000	(b,f)	10,967,751
GS Mortgage Securities Corp. II Series 2005-GG4 Class A4A
07-10-39		4.751			1,500,000	(f)	1,581,826
GSR Mortgage Loan Trust CMO Series 2004-6F Class 2A4
05-25-34		5.500			2,857,132	(f,k)	2,932,980
Jefferies & Co., Inc. CMO Series 2010-R1 Class 2A1
11-26-36		0.419			1,504,263	(d,e)	1,440,331
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-CB20 Class ASB
11-12-16		5.688			4,500,000	(f)	4,783,555
JP Morgan Mortgage Trust CMO Series 2007-A1 Class 1A1
07-25-35		3.011			10,650,401	(e,f)	10,158,299
LB-UBS Commercial Mortgage Trust Series 2007-C7 Class A3
09-15-45		5.866			9,850,000	(f)	10,404,863
Morgan Stanley Reremic Trust CMO Series 2010-R9 Class 3A
11-26-36		3.250			5,858,330	(d,f)	5,744,918
Nevada Power Co.
01-15-15		5.875			2,450,000		2,731,985
Prime Mortgage Trust CMO Series 2004-CL1 Class 3A1
02-25-34		6.885			4,517,640	(e,f)	4,892,894
Structured Asset Securities Corp. CMO Series 2006-NC1 Class A6
05-25-36		0.311			1,150,302	(e)	1,130,512

See accompanying Notes to Portfolio of Investments.

226 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

United States (cont.)
TCM Sub LLC
01-15-15		3.550	%		$2,100,000	(d)	$2,152,373
U.S. Treasury
11-15-20		2.625			15,000,000	(b)	14,149,215
U.S. Treasury Inflation-Indexed Bond
07-15-12		3.000			33,198,113	(b,g)	35,264,087
04-15-13		0.625			46,044,595	(b,g)	47,438,541
07-15-13		1.875			7,144,620	(b,g)	7,618,828
01-15-14		2.000			80,486,160	(b,g)	86,413,110
04-15-14		1.250			34,031,929	(g)	35,790,757
07-15-14		2.000			48,730,080	(b,g)	52,672,615
04-15-15		0.500			28,257,040	(b,g)	28,885,152
07-15-15		1.875			67,462,800	(b,g)	73,083,769
01-15-16		2.000			19,834,200	(b,g)	21,598,363
07-15-16		2.500			51,710,385	(b,g)	58,039,520
01-15-17		2.375			45,591,960	(g)	50,808,414
07-15-17		2.625			27,963,595	(b,g)	31,825,092
01-15-18		1.625			28,395,168	(g)	30,386,209
07-15-18		1.375			32,454,400	(b,g)	34,202,704
01-15-19		2.125			27,931,109	(g)	30,908,717
07-15-19		1.875			3,072,840	(b,g)	3,341,125
07-15-20		1.250			57,035,956	(b,g)	58,401,787
01-15-25		2.375			108,598,464	(b,g)	120,854,883
01-15-26		2.000			32,726,430	(b,g)	34,750,087
01-15-27		2.375			59,755,399	(b,g)	66,410,297
01-15-28		1.750			39,669,720	(b,g)	40,384,093
04-15-28		3.625			10,817,440	(g)	13,964,409
01-15-29		2.500			31,068,520	(b,g)	35,254,461
04-15-29		3.875			47,853,049	(b,g)	64,181,582
02-15-40		2.125			38,288,782	(b,g)	40,527,904
UnitedHealth Group, Inc. Senior Unsecured
08-15-14		5.000			2,200,000		2,390,320

Total				1,210,368,340


Total Bonds
(Cost: $2,486,734,503)				$2,505,760,045


Money Market Fund (0.5%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		12,386,908	(i)	$12,386,908


Total Money Market Fund
(Cost: $12,386,908)				$12,386,908


Investments of Cash Collateral Received
for Securities on Loan (25.9%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Asset-Backed Commercial Paper (1.1%)
Grampian Funding LLC
01-31-11		0.300	%		$14,996,125	$14,996,125
Royal Park Investments Funding Corp.
03-21-11		0.451			3,995,300	3,995,300
Starbird Funding Corp.
01-03-11		0.150			9,999,875	9,999,875

Total				28,991,300


Certificates of Deposit (16.0%)
Banque et Caisse d’Epargne de l’Etat
02-16-11		0.305			4,996,106	4,996,106
02-22-11		0.300			14,988,509	14,988,509
Barclays Bank PLC
02-23-11		0.380			10,000,000	10,000,000
BRED Banque Populaire
02-01-11		0.540			4,990,792	4,990,792
Canadian Imperial Bank
04-07-11		0.300			10,000,000	10,000,000
Clydesdale Bank PLC
01-21-11		0.370			5,000,000	5,000,000
01-24-11		0.370			7,492,992	7,492,992
Commerzbank AG
01-03-11		0.150			25,000,000	25,000,000
Credit Agricole
04-21-11		0.400			20,000,493	20,000,493
Credit Industrial et Commercial
01-04-11		0.470			5,000,000	5,000,000
02-22-11		0.395			9,000,000	9,000,000
03-07-11		0.400			10,000,000	10,000,000
Credit Suisse
04-15-11		0.300			10,000,000	10,000,000
Deutsche Bank AG
01-10-11		0.472			9,999,959	9,999,959
Development Bank of Singapore Ltd.
02-17-11		0.300			10,000,000	10,000,000
DZ Bank AG
01-18-11		0.330			5,000,000	5,000,000
01-18-11		0.345			7,495,546	7,495,546
KBC Bank NV
01-24-11		0.450			15,000,000	15,000,000
La Banque Postale
02-17-11		0.365			18,999,993	18,999,993
Landesbank Hessen Thuringen
01-03-11		0.300			3,000,013	3,000,013
N.V. Bank Nederlandse Gemeenten
02-04-11		0.330			10,000,000	10,000,000
National Australia Bank Ltd.
03-17-11		0.311			10,000,000	10,000,000
National Bank of Canada
03-21-11		0.400			12,000,000	12,000,000
Natixis
03-07-11		0.440			15,000,000	15,000,000
Norinchukin Bank
01-06-11		0.330			12,000,000	12,000,000
01-25-11		0.330			5,000,000	5,000,000
02-14-11		0.330			5,000,000	5,000,000
Nykredit Bank
01-20-11		0.520			5,000,000	5,000,000
01-24-11		0.550			12,000,000	12,000,000
Pohjola Bank PLC
03-16-11		0.660			5,000,000	5,000,000
Rabobank Group
04-27-11		0.311			12,000,000	12,000,000
Societe Generale
02-01-11		0.315			10,000,000	10,000,000
02-17-11		0.310			9,992,085	9,992,085
Sumitomo Mitsui Banking Corp.
01-12-11		0.300			10,000,000	10,000,000
Sumitomo Trust & Banking Co., Ltd.
02-04-11		0.400			10,000,000	10,000,000
02-18-11		0.345			5,000,064	5,000,064
02-18-11		0.350			5,000,000	5,000,000
04-21-11		0.510			7,000,000	7,000,000
Union Bank of Switzerland
04-18-11		0.341			10,000,000	10,000,000
United Overseas Bank Ltd.
01-18-11		0.330			10,000,000	10,000,000
Westpac Banking Corp.
05-09-11		0.290			20,000,000	20,000,000

Total				405,956,552


Commercial Paper (0.7%)
General Electric Capital Corp.
01-03-11		0.150			9,999,875	9,999,875
Macquarie Bank Ltd.
01-04-11		0.370			7,994,984	7,994,984

Total				17,994,859


Other Short-Term Obligations (0.2%)
The Goldman Sachs Group, Inc.
01-14-11		0.350			5,000,000	5,000,000


	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements (7.9%)(j)
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$15,003,875		0.300	%		$15,000,000	$15,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$140,004,667		0.400			140,000,000	140,000,000
Citigroup Global Markets, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$20,000,267		0.160			20,000,000	20,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$3,502,931		0.280			3,502,849	3,502,849

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 227

Portfolio of Investments (continued) RiverSource VP — Global Inflation Protected Securities Fund


Investments of Cash Collateral Received
for Securities on Loan (continued)
	Effective			Principal
Issuer	yield			amount		Value(a)


Repurchase Agreements (cont.)
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,104		0.250	%		$5,000,000	$5,000,000
Morgan Stanley dated 01-21-10, matures 01-14-11, repurchase price
$15,002,042		0.350			15,000,000	15,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$3,000,113		0.450			3,000,000	3,000,000

Total 201,502,849

Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $659,445,560) $659,445,560

Total Investments in Securities
(Cost: $3,158,566,971)(l)						$3,177,592,513

Investments in Derivatives

At Dec. 31, 2010, $2,787,331 was held in a margin deposit account as collateral to cover initial margin requirements on open interest rate futures contracts.

Futures Contracts Outstanding at Dec. 31, 2010


	Number of
	contracts			Notional			Expiration		Unrealized		Unrealized
Contract description	long (short)			market value			date		appreciation		(depreciation)
Euro-Bund, 10-year		100			$16,751,442			March 2011		$—		$(26,795	)
United Kingdom Long GILT, 10-year		155			28,879,736			March 2011		243,085		—
U.S. Treasury Note, 2-year		(507	)		(110,985,469	)		April 2011		274,167		—
U.S. Treasury Note, 5-year		103			12,125,031			April 2011		46,767		—
U.S. Treasury Note, 10-year		1,254			151,028,625			March 2011		—		(2,285,249	)

Total										$564,019		$(2,312,044	)

Forward Foreign Currency Exchange Contracts Open at Dec. 31, 2010


		Currency to	Currency to			Unrealized		Unrealized
Counterparty	Exchange date	be delivered	be received			appreciation		depreciation
State Street Bank & Trust Company	Jan. 11, 2011	303,730,000		400,363,218			$—		$(5,671,310	)
		(EUR)		(USD	)

UBS Securities	Jan. 14, 2011	318,000,000		46,241,577			—		(1,101,269	)
		(SEK)		(USD	)

Goldman, Sachs & Co.	Jan. 18, 2011	69,992,000		92,605,882			—		(963,225	)
		(EUR)		(USD	)

Goldman, Sachs & Co.	Jan. 18, 2011	139,990,000		222,318,119			4,032,843		—
		(GBP)		(USD	)

Goldman, Sachs & Co.	Jan. 18, 2011	28,226,000		43,764,539			—		(248,035	)
		(GBP)		(USD	)

HSBC Securities (USA), Inc.	Jan. 18, 2011	181,230,000		287,793,240			5,202,765		—
		(GBP)		(USD	)

Barclays Bank PLC	Jan. 25, 2011	68,202,000		67,853,607			—		(489,016	)
		(CAD)		(USD	)

Total							$9,235,608		$(8,472,855	)

Notes to Portfolio of Investments


AUD	—	Australian Dollar
BRL	—	Brazilian Real
CAD	—	Canadian Dollar

228 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


EUR	—	European Monetary Unit
GBP	—	British Pound Sterling
MXN	—	Mexican Peso
SEK	—	Swedish Krona


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(c)		Foreign security values are stated in U.S. dollars.

(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $36,385,246 or 1.43% of net assets.

(e)		Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2010.

(f)		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. These securities may be issued or guaranteed by U.S. government agencies or instrumentalities, or by private issuers, generally originators and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities. The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(g)		Inflation-indexed bonds are securities in which the principal amount is adjusted for inflation and the semiannual interest payments equal a fixed percentage of the inflation-adjusted principal amount.

(h)		Inflation-indexed bonds are securities in which the principal amount disclosed represents the original face.

(i)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(j)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The market value of securities held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$75,595
Archer Daniels		777,702
ASB Finance Ltd		921,365
Banco Bilbao Vizcaya		2,487,184
Banco Bilbao Vizcaya Argentaria/New York NY		36,779
BP Capital Markets		462,219
BPCE		332,312
Central American Bank		2,880
Commonwealth Bank of Australia		467,902
Credit Agricole NA		767
Danske Corp		1,151,117
Electricite De France		1,906,146
European Investment Bank		2,564,769
Gdz Suez		395,932
Golden Funding Corp		27,257
Ing (US) Funding LLC		120
Natexis Banques		296,006
Nationwide Building		1,845,392
Natixis NY		143,999
Natixis US Finance Co		2,400
Prudential PLC		556,711
Silver Tower US Fund		7,200
Skandin Ens Banken		72,055
Societe Gen No Amer		1,199,390
Societe Generale NY		15,599

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 229

Portfolio of Investments (continued) RiverSource VP — Global Inflation Protected Securities Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value(a)
UBS Ag Stamford		$1,202

Total market value of collateral securities		$15,750,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$4,484,347
Fannie Mae Pool		12,247,025
Fannie Mae Principal Strip		146,460
Fannie Mae REMICS		8,209,551
Federal Farm Credit Bank		7,635,177
Federal Home Loan Banks		13,679,041
Federal Home Loan Mortgage Corp		1,026,284
Federal National Mortgage Association		11,860,690
FHLMC Structured Pass Through Securities		4,855,166
Freddie Mac Non Gold Pool		11,756,062
Freddie Mac Reference REMIC		79,120
Freddie Mac REMICS		7,215,498
Freddie Mac Strips		2,127,781
Ginnie Mae I Pool		1,375,298
Ginnie Mae II Pool		7,623,575
Government National Mortgage Association		3,067,262
United States Treasury Inflation Indexed Bonds		421,600
United States Treasury Note/Bond		33,502,692
United States Treasury Strip Coupon		10,013,808
United States Treasury Strip Principal		1,473,563

Total market value of collateral securities		$142,800,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value(a)
Fannie Mae Benchmark REMIC		$99,358
Fannie Mae REMICS		6,719,966
Fannie Mae Whole Loan		170,951
Fannie Mae-Aces		13,053
Freddie Mac Reference REMIC		465,645
Freddie Mac REMICS		10,266,520
Government National Mortgage Association		2,664,507

Total market value of collateral securities		$20,400,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$1,864,965
Ginnie Mae I Pool		1,707,941

Total market value of collateral securities		$3,572,906

230 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value(a)
Federal Home Loan Banks		$462,827
Federal Home Loan Mortgage Corp		269,472
Federal National Mortgage Association		299,919
Government National Mortgage Association		4,067,797

Total market value of collateral securities		$5,100,015



Morgan Stanley (0.350%)
Security description	Value(a)
Argento Variable Fund		$922,676
Federal Home Loan Banks		7,650,054
Ginnie Mae I Pool		5,913,649
Landesbank		864,744

Total market value of collateral securities		$15,351,123



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$1,557,918
Fannie Mae REMICS		351,276
Freddie Mac Gold Pool		133,255
Freddie Mac REMICS		463,642
Ginnie Mae I Pool		118,675
Government National Mortgage Association		435,234

Total market value of collateral securities		$3,060,000


(k)		This security is a collateralized mortgage obligation that pays no interest or principal during its initial accrual period until previous series within the trust have been paid off. Interest is accrued at an effective yield similar to a zero coupon bond.

(l)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $3,419,595,917 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$—
Unrealized depreciation	(242,003,404	)

Net unrealized depreciation	$(242,003,404	)

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 231

Portfolio of Investments (continued) RiverSource VP — Global Inflation Protected Securities Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:’


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

232 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1			Level 2
	quoted prices			other			Level 3
	in active			significant			significant
	markets for			observable			unobservable
Description(a)	identical assets			inputs(b)			inputs		Total
Bonds
Foreign Government Obligations & Agencies		$—			$1,270,437,412			$—		$1,270,437,412
U.S. Government Obligations & Agencies		14,149,215			1,103,006,506			—		1,117,155,721
Asset-Backed Securities		—			5,662,149			1,440,331		7,102,480
Commercial Mortgage-Backed Securities		—			43,473,067			—		43,473,067
Residential Mortgage-Backed Securities		—			30,177,821			—		30,177,821
Corporate Debt Securities		—			37,413,544			—		37,413,544

Total Bonds		14,149,215			2,490,170,499			1,440,331		2,505,760,045

Other
Affiliated Money Market Fund(c)		12,386,908			—			—		12,386,908
Investments of Cash Collateral Received for Securities on Loan		—			659,445,560			—		659,445,560

Total Other		12,386,908			659,445,560			—		671,832,468

Investments in Securities		26,536,123			3,149,616,059			1,440,331		3,177,592,513
Derivatives(d)
Assets
Futures Contracts		564,019			—			—		564,019
Forward Foreign Currency Exchange Contracts		—			9,235,608			—		9,235,608
Liabilities
Futures Contracts		(2,312,044	)		—			—		(2,312,044	)
Forward Foreign Currency Exchange Contracts		—			(8,472,855	)		—		(8,472,855	)

Total		$24,788,098			$3,150,378,812			$1,440,331		$3,176,607,241


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Asset-Backed
	Securities
Balance as of Dec. 31, 2009		$—
Accrued discounts/premiums		7,188
Realized gain (loss)		29,116
Change in unrealized appreciation (depreciation)*		15,776
Sales		(617,087	)
Purchases		2,005,338
Transfers into Level 3		—
Transfers out of Level 3		—

Balance as of Dec. 31, 2010		$1,440,331


*		Change in unrealized appreciation (depreciation) relating to securities held at Dec. 31, 2010 was $15,776.

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 233

Portfolio of Investments (continued) RiverSource VP — Global Inflation Protected Securities Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

234 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

RiverSource VP — High Yield Bond Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Bonds (93.7%)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Aerospace & Defense (1.2%)
CPI International, Inc. Senior Unsecured
02-01-15		6.428	%		$953,000	(i)	$953,000
Esterline Technologies Corp.
08-01-20		7.000			175,000	(d)	181,125
Kratos Defense & Security Solutions, Inc. Senior Secured
06-01-17		10.000			2,295,000		2,541,713
Oshkosh Corp.
03-01-17		8.250			1,030,000		1,120,125
03-01-20		8.500			918,000		1,007,505
TransDigm, Inc. Senior Subordinated Notes
12-15-18		7.750			2,109,000	(d)	2,182,815

Total							7,986,283


Automotive (0.7%)
Accuride Corp. Senior Secured
08-01-18		9.500			645,000	(d)	696,600
Lear Corp.
03-15-18		7.875			2,040,000		2,177,700
03-15-20		8.125			1,671,000	(g)	1,821,390

Total							4,695,690


Brokerage (0.8%)
E*Trade Financial Corp. Senior Unsecured
09-15-13		7.375			670,000		666,650
12-01-15		7.875			1,800,000		1,786,500
E*Trade Financial Corp. Senior Unsecured Pay-in-kind
11-30-17		12.500			2,330,000	(l)	2,737,750

Total							5,190,900


Building Materials (1.8%)
Associated Materials LLC Senior Secured
11-01-17		9.125			1,140,000	(d)	1,197,000
Gibraltar Industries, Inc.
12-01-15		8.000			5,128,000		5,172,870
Interface, Inc. Senior Notes
12-01-18		7.625			560,000	(d)	576,800
Norcraft Companies LP/Finance Corp. Senior Secured
12-15-15		10.500			2,097,000		2,228,063
Norcraft Holdings LP/Capital Corp. Senior Discount Notes
09-01-12		9.750			1,717,000		1,727,731
Nortek, Inc. Senior Secured
12-01-13		11.000			1,250,000		1,331,250

Total							12,233,714


Chemicals (5.1%)
Ashland, Inc.
06-01-17		9.125			1,700,000		1,959,250
Celanese U.S. Holdings LLC
10-15-18		6.625			208,000	(d)	214,760
CF Industries, Inc.
05-01-18		6.875			2,465,000		2,637,550
05-01-20		7.125			2,465,000		2,699,175
Hexion U.S. Finance Corp./Nova Scotia ULC Secured
11-15-20		9.000			1,005,000	(d)	1,062,788
Hexion U.S. Finance Corp./Nova Scotia ULC Senior Secured
02-01-18		8.875			7,284,000		7,784,775
Ineos Finance PLC Senior Secured
05-15-15		9.000			2,094,000	(c,d)	2,240,580
LyondellBasell Industries Senior Secured
11-01-17		8.000			4,482,000	(d)	4,975,020
MacDermid, Inc. Senior Subordinated Notes
04-15-17		9.500			1,594,000	(d)	1,673,700
Momentive Performance Materials, Inc. Secured
01-15-21		9.000			1,680,000	(d)	1,772,400
Nalco Co. Senior Notes
01-15-19		6.625			1,670,000	(d)	1,707,575
Nova Chemicals Corp. Senior Unsecured
11-01-19		8.625			1,780,000	(c)	1,944,650
Polypore International, Inc. Senior Notes
11-15-17		7.500			1,920,000	(d)	1,958,400
Reichhold Industries, Inc. Senior Notes
08-15-14		9.000			2,320,000	(d)	2,047,400

Total							34,678,023


Construction Machinery (3.4%)
Case New Holland, Inc. Senior Notes
12-01-17		7.875			4,081,000	(d)	4,489,099
Terex Corp. Senior Unsecured
06-01-16		10.875			3,270,000		3,760,500
The Manitowoc Co., Inc.
02-15-18		9.500			3,938,000	(g)	4,312,110
11-01-20		8.500			870,000		924,375
United Rentals North America, Inc.
06-15-16		10.875			1,599,000		1,826,858
09-15-20		8.375			3,970,000		4,039,475
United Rentals North America, Inc. Senior Unsecured
12-15-19		9.250			3,559,000		3,959,388

Total							23,311,805


Consumer Cyclical Services (1.5%)
Brickman Group Holdings, Inc. Senior Notes
11-01-18		9.125			769,000	(d)	778,613
Garda World Security Corp. Senior Unsecured
03-15-17		9.750			1,935,000	(c,d)	2,080,125
The Geo Group, Inc.
10-15-17		7.750			1,605,000		1,685,250
West Corp.
10-15-16		11.000			3,169,000		3,438,364
West Corp. Senior Notes
01-15-19		7.875			2,335,000	(d,g)	2,372,944

Total							10,355,296


Consumer Products (2.3%)
Central Garden and Pet Co.
03-01-18		8.250			3,286,000		3,359,935
Jarden Corp.
05-01-16		8.000			1,300,000		1,415,375
05-01-17		7.500			1,845,000		1,944,169
Libbey Glass, Inc. Senior Secured
02-15-15		10.000			1,745,000	(d)	1,875,875
NBTY, Inc.
10-01-18		9.000			255,000	(d)	272,213
Sealy Mattress Co. Senior Secured
04-15-16		10.875			963,000	(d)	1,078,560
Spectrum Brands Holdings, Inc. Senior Secured
06-15-18		9.500			3,531,000	(d)	3,884,099
Visant Corp. Senior Notes
10-01-17		10.000			1,738,000	(d)	1,842,280

Total							15,672,506

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 235

Portfolio of Investments (continued)

RiverSource VP — High Yield Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Diversified Manufacturing (1.3%)
Amsted Industries, Inc. Senior Notes
03-15-18		8.125	%		$2,451,000	(d)	$2,601,123
CPM Holdings, Inc. Senior Secured
09-01-14		10.625			2,154,000	(d)	2,304,780
Pinafore LLC/Inc. Senior Secured
10-01-18		9.000			430,000	(d)	466,550
SPX Corp.
09-01-17		6.875			1,649,000	(d)	1,752,063
WireCo WorldGroup, Inc. Senior Unsecured
05-15-17		9.500			1,370,000	(d)	1,452,200

Total							8,576,716


Electric (2.5%)
Calpine Corp. Senior Secured
02-15-21		7.500			1,725,000	(d)	1,699,125
Edison Mission Energy Senior Unsecured
05-15-17		7.000			1,755,000		1,390,838
Energy Future Intermediate Holding Co. LLC/Finance, Inc. Senior Secured
12-01-20		10.000			2,177,000		2,245,081
Midwest Generation LLC Pass-Through Certificates
01-02-16		8.560			2,714,960		2,742,109
NRG Energy, Inc.
01-15-17		7.375			8,681,000		8,941,430

Total							17,018,583


Entertainment (1.7%)
AMC Entertainment Holding, Inc. Senior Subordinated Notes
12-01-20		9.750			2,125,000	(d,g)	2,210,000
AMC Entertainment, Inc.
06-01-19		8.750			1,293,000		1,380,278
Regal Cinemas Corp.
07-15-19		8.625			3,235,000		3,429,099
Speedway Motorsports, Inc.
06-01-16		8.750			2,920,000		3,153,600
United Artists Theatre Circuit, Inc. 1995-A Pass-Through Certificates Series AU4
07-01-15		9.300			1,304,008	(j,k)	1,303,096
United Artists Theatre Circuit, Inc. 1995-A Pass-Through Certificates Series AV2
07-01-15		9.300			425,296	(j,k)	424,998

Total							11,901,071


Food and Beverage (1.6%)
B&G Foods, Inc.
01-15-18		7.625			1,246,000		1,308,300
Cott Beverages, Inc.
11-15-17		8.375			205,000		221,400
09-01-18		8.125			898,000		967,595
Darling International, Inc.
12-15-18		8.500			410,000	(d)	427,425
Michael Foods, Inc. Senior Notes
07-15-18		9.750			1,785,000	(d)	1,936,725
Pinnacle Foods Finance LLC/Corp.
04-01-17		10.625			1,567,000		1,676,690
U.S. Foodservice Senior Notes
06-30-15		10.250			2,179,000	(d)	2,200,790
U.S. Foodservice Senior Notes Pay-in-kind
06-30-15		10.250			2,407,000	(d,l)	2,467,175

Total							11,206,100


Gaming (7.3%)
Boyd Gaming Corp. Senior Notes
12-01-18		9.125			4,574,000	(d,g)	4,551,130
Boyd Gaming Corp. Senior Subordinated Notes
02-01-16		7.125			1,636,000		1,468,310
Caesars Entertainment Operating Co., Inc. Senior Secured
12-15-18		10.000			1,170,000	(g)	1,067,625
Circus & Eldorado Joint Venture/Silver Legacy Capital Corp. 1st Mortgage
03-01-12		10.125			896,000		861,280
FireKeepers Development Authority Senior Secured
05-01-15		13.875			5,222,000	(d)	6,161,959
MGM Resorts International
02-27-14		5.875			623,000		574,718
06-01-16		7.500			1,792,000	(g)	1,675,520
MGM Resorts International Senior Secured
11-15-17		11.125			655,000		753,250
MGM Resorts International Senior Unsecured
03-01-18		11.375			3,291,000	(g)	3,570,735
Pinnacle Entertainment, Inc.
06-15-15		7.500			1,133,000		1,135,833
05-15-20		8.750			3,823,000		3,956,805
Pokagon Gaming Authority Senior Notes
06-15-14		10.375			5,054,000	(d)	5,268,794
San Pasqual Casino
09-15-13		8.000			630,000	(d)	630,788
Seminole Indian Tribe of Florida
10-01-20		7.804			905,000	(d)	881,923
Seminole Indian Tribe of Florida Senior Secured
10-01-20		6.535			3,265,000	(d)	3,204,598
Seneca Gaming Corp.
12-01-18		8.250			1,634,000	(d)	1,638,085
Shingle Springs Tribal Gaming Authority Senior Notes
06-15-15		9.375			9,900,000	(d)	6,830,999
Tunica-Biloxi Gaming Authority Senior Unsecured
11-15-15		9.000			5,483,000	(d)	5,181,435

Total							49,413,787


Gas Distributors (0.5%)
Energy Transfer Equity LP
10-15-20		7.500			3,170,000		3,296,800


Gas Pipelines (1.3%)
El Paso Corp. Senior Unsecured
06-01-18		7.250			130,000		137,800
09-15-20		6.500			2,380,000	(d)	2,391,900
Regency Energy Partners LP/Finance Corp.
06-01-16		9.375			1,360,000		1,492,600
12-01-18		6.875			1,015,000		1,028,956
Southern Star Central Corp. Senior Notes
03-01-16		6.750			3,629,000		3,665,290

Total							8,716,546


Health Care (5.6%)
American Renal Holdings Senior Secured
05-15-18		8.375			971,000	(d)	995,275
AMGH Merger Sub, Inc.
11-01-18		9.250			1,666,000	(d)	1,749,300
Apria Healthcare Group, Inc. Senior Secured
11-01-14		11.250			1,450,000		1,584,125
Biomet, Inc. Pay-in-kind
10-15-17		10.375			1,665,000	(l)	1,819,013
ConvaTec Healthcare E SA Senior Unsecured
12-15-18		10.500			1,620,000	(c,d,g)	1,642,275
Hanger Orthopedic Group, Inc.
11-15-18		7.125			1,489,000		1,485,278
HCA Holdings, Inc. Senior Unsecured
05-15-21		7.750			1,055,000	(d,g)	1,055,000
HCA, Inc. Secured
11-15-16		9.250			4,700,000		5,014,312
HCA, Inc. Senior Secured
02-15-17		9.875			735,000		808,500
04-15-19		8.500			1,655,000		1,812,225
09-15-20		7.250			2,933,000		3,064,985
Healthsouth Corp.
02-15-20		8.125			3,435,000		3,692,624
IASIS Healthcare LLC/Capital Corp.
06-15-14		8.750			1,595,000		1,636,869

See accompanying Notes to Portfolio of Investments.

236 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — High Yield Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Health Care (cont.)
inVentiv Health, Inc.
08-15-18		10.000	%		$3,098,000	(d)	$3,136,725
Multiplan, Inc.
09-01-18		9.875			1,929,000	(d)	2,049,563
Radiation Therapy Services, Inc.
04-15-17		9.875			1,224,000	(d)	1,224,000
Select Medical Holdings Corp. Senior Unsecured
09-15-15		6.237			2,905,000	(i)	2,687,125
Vanguard Health Holding Co. II LLC/Inc.
02-01-18		8.000			2,565,000		2,629,125

Total							38,086,319


Home Construction (1.8%)
Beazer Homes USA, Inc.
06-15-18		9.125			2,834,000		2,798,575
K Hovnanian Enterprises, Inc. Senior Secured
10-15-16		10.625			2,994,000		3,068,850
KB Home
06-15-15		6.250			485,000		480,150
William Lyon Homes, Inc.
02-15-14		7.500			7,960,000		5,970,000

Total							12,317,575


Independent Energy (8.2%)
Anadarko Petroleum Corp. Senior Unsecured
09-15-17		6.375			1,899,000		2,063,785
Berry Petroleum Co. Senior Subordinated Notes
11-01-16		8.250			285,000		297,113
Berry Petroleum Co. Senior Unsecured
11-01-20		6.750			635,000		638,175
Brigham Exploration Co.
10-01-18		8.750			1,520,000	(d)	1,634,000
Carrizo Oil & Gas, Inc.
10-15-18		8.625			3,426,000	(d)	3,537,345
Chaparral Energy, Inc.
12-01-15		8.500			670,000		681,725
Chesapeake Energy Corp.
08-15-20		6.625			4,955,000		4,855,899
Comstock Resources, Inc.
10-15-17		8.375			1,831,000		1,837,866
Concho Resources, Inc.
10-01-17		8.625			1,789,000		1,950,010
Concho Resources, Inc. Senior Notes
01-15-21		7.000			1,582,000		1,621,550
Continental Resources, Inc.
10-01-20		7.375			610,000		646,600
04-01-21		7.125			1,511,000	(d)	1,586,550
Denbury Resources, Inc.
03-01-16		9.750			1,850,000		2,062,750
02-15-20		8.250			1,254,000		1,360,590
EXCO Resources, Inc.
09-15-18		7.500			3,435,000		3,357,713
Hilcorp Energy I LP/Finance Co. Senior Unsecured
11-01-15		7.750			4,520,000	(d)	4,666,900
Petrohawk Energy Corp.
08-01-14		10.500			2,915,000		3,323,100
06-01-15		7.875			725,000		754,906
08-15-18		7.250			1,550,000		1,565,500
QEP Resources, Inc. Senior Unsecured
03-01-21		6.875			2,280,000		2,394,000
Quicksilver Resources, Inc.
08-01-15		8.250			2,356,000		2,444,350
08-15-19		9.125			2,326,000		2,552,785
Range Resources Corp.
05-01-18		7.250			1,275,000		1,345,125
05-15-19		8.000			3,515,000		3,826,956
08-01-20		6.750			1,935,000		1,995,469
Southwestern Energy Co. Senior Notes
02-01-18		7.500			3,190,000		3,596,725

Total							56,597,487


Life Insurance (0.9%)
ING Groep NV
12-29-49		5.775			7,076,000	(c,i)	6,085,360


Lodging (0.1%)
Starwood Hotels & Resorts Worldwide, Inc. Senior Unsecured
12-01-19		7.150			475,000		520,125


Media Cable (3.8%)
Bresnan Broadband Holdings LLC
12-15-18		8.000			85,000	(d,g)	87,550
Cablevision Systems Corp. Senior Unsecured
09-15-17		8.625			3,481,000		3,789,938
CCH II LLC/Capital Corp.
11-30-16		13.500			3,680,000		4,388,399
CCO Holdings LLC/Capital Corp.
04-30-18		7.875			1,331,000		1,377,585
04-30-20		8.125			2,078,000		2,197,485
Cequel Communications Holdings I LLC/Capital Corp. Senior Unsecured
11-15-17		8.625			1,596,000	(d)	1,667,820
CSC Holdings LLC Senior Unsecured
04-15-14		8.500			1,410,000		1,549,238
02-15-19		8.625			685,000		774,050
DISH DBS Corp.
02-01-16		7.125			3,501,000		3,614,782
Insight Communications Co., Inc. Senior Notes
07-15-18		9.375			1,435,000	(d)	1,535,450
Quebecor Media, Inc. Senior Unsecured
03-15-16		7.750			2,730,000	(c)	2,818,726
Virgin Media Secured Finance PLC Senior Secured
01-15-18		6.500			1,925,000	(c)	2,026,063

Total							25,827,086


Media Non-Cable (7.2%)
Clear Channel Worldwide Holdings, Inc.
12-15-17		9.250			4,378,000		4,786,867
Entravision Communications Corp. Senior Secured
08-01-17		8.750			3,541,000	(d)	3,726,903
Gray Television, Inc. Senior Secured
06-29-15		10.500			2,817,000	(g)	2,838,128
Intelsat Jackson Holdings SA
06-15-16		11.250			1,809,000	(c)	1,949,198
Intelsat Jackson Holdings SA Senior Unsecured
10-15-20		7.250			2,496,000	(c,d)	2,520,960
Intelsat Subsidiary Holding Co. SA
01-15-15		8.875			2,211,000	(c,d)	2,271,803
Nielsen Finance LLC/Co.
05-01-16		11.500			1,480,000		1,709,400
10-15-18		7.750			5,459,000	(d)	5,650,064
Nielsen Finance LLC/Co. (Zero coupon through 08-01-11, thereafter 12.500%)
08-01-16		10.340			370,000	(f,g)	388,500
Salem Communications Corp. Senior Secured
12-15-16		9.625			2,254,000		2,389,240
Sinclair Television Group, Inc. Secured
11-01-17		9.250			3,961,000	(d)	4,307,587
Sirius XM Radio, Inc.
04-01-15		8.750			3,155,000	(d,g)	3,407,400
The Interpublic Group of Companies, Inc. Senior Unsecured
07-15-17		10.000			3,500,000		4,094,999
Umbrella Acquisition, Inc. Pay-in-kind
03-15-15		9.750			360,153	(d,l)	388,965
Univision Communications, Inc.
05-15-21		8.500			3,440,000	(d,g)	3,500,200
Univision Communications, Inc. Senior Secured
11-01-20		7.875			2,400,000	(d,g)	2,520,000
XM Satellite Radio, Inc.
11-01-18		7.625			3,056,000	(d)	3,155,320

Total							49,605,534


Metals (5.0%)
Arch Coal, Inc.
08-01-16		8.750			2,185,000		2,381,650
10-01-20		7.250			220,000		231,275

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 237

Portfolio of Investments (continued)

RiverSource VP — High Yield Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Metals (cont.)
Consol Energy, Inc.
04-01-17		8.000	%		$2,445,000	(d)	$2,610,038
04-01-20		8.250			1,699,000	(d)	1,834,920
FMG Resources August 2006 Pty Ltd. Senior Notes
11-01-15		7.000			3,495,000	(c,d)	3,596,474
02-01-16		6.375			1,630,000	(c,d,g)	1,630,000
Noranda Aluminum Acquisition Corp. Pay-in-kind
05-15-15		5.193			11,828,290	(i,l)	10,689,816
Novelis, Inc.
12-15-17		8.375			2,380,000	(c,d)	2,463,300
12-15-20		8.750			2,380,000	(c,d)	2,469,250
Rain CII Carbon LLC/Corp. Senior Secured
12-01-18		8.000			2,035,000	(d)	2,131,663
United States Steel Corp. Senior Unsecured
02-01-18		7.000			2,862,000		2,904,930
04-01-20		7.375			736,000		747,040

Total							33,690,356


Non-Captive Diversified (5.6%)
Ally Financial, Inc.
12-01-14		6.750			1,605,000		1,689,263
03-15-20		8.000			10,039,000		10,967,607
09-15-20		7.500			880,000	(d)	932,800
CIT Group, Inc. Senior Secured
05-01-16		7.000			1,100,000		1,104,125
05-01-17		7.000			12,325,000		12,355,812
Ford Motor Credit Co. LLC Senior Unsecured
04-15-15		7.000			3,935,000		4,228,598
International Lease Finance Corp. Senior Unsecured
03-15-17		8.750			2,099,000	(d)	2,251,178
09-01-17		8.875			2,605,000		2,800,375
12-15-20		8.250			1,660,000		1,709,800

Total							38,039,558


Oil Field Services (1.5%)
Expro Finance Luxembourg SCA Senior Secured
12-15-16		8.500			317,000	(c,d)	304,506
Frac Tech Services LLC/Finance, Inc.
11-15-18		7.125			1,655,000	(d)	1,679,825
McJunkin Red Man Corp. Senior Secured
12-15-16		9.500			2,271,000	(d)	2,140,418
Offshore Group Investments Ltd. Senior Secured
08-01-15		11.500			4,085,000	(c,d)	4,373,022
Trinidad Drilling Ltd. Senior Unsecured
01-15-19		7.875			1,402,000	(c,d)	1,437,795

Total							9,935,566


Other Financial Institutions (0.3%)
Cardtronics, Inc.
09-01-18		8.250			2,000,000		2,090,000


Other Industry (0.5%)
Aquilex Holdings LLC/Finance Corp.
12-15-16		11.125			1,826,000		1,848,825
Chart Industries, Inc.
10-15-15		9.125			590,000		607,700
Interline Brands, Inc.
11-15-18		7.000			930,000	(d)	943,950

Total							3,400,475


Packaging (2.3%)
Ardagh Packaging Finance PLC
10-15-20		9.125			1,410,000	(c,d)	1,466,400
Ardagh Packaging Finance PLC Senior Secured
10-15-17		7.375			645,000	(c,d)	665,156
Crown Americas LLC/Capital Corp. II
05-15-17		7.625			2,060,000		2,214,500
Greif, Inc. Senior Unsecured
08-01-19		7.750			390,000		427,050
Reynolds Group Issuer, Inc./LLC
04-15-19		9.000			1,860,000	(d)	1,927,425
Reynolds Group Issuer, Inc./LLC Senior Secured
10-15-16		7.750			2,308,000	(d)	2,432,055
04-15-19		7.125			3,136,000	(d)	3,190,880
Silgan Holdings, Inc. Senior Unsecured
08-15-16		7.250			2,840,000		3,024,600

Total							15,348,066


Paper (1.0%)
Cascades, Inc.
01-15-20		7.875			3,254,000	(c)	3,400,429
Graphic Packaging International, Inc.
06-15-17		9.500			2,210,000		2,411,663
10-01-18		7.875			471,000		493,373
Verso Paper Holdings LLC/Inc. Secured
08-01-14		9.125			300,000	(g)	309,000

Total							6,614,465


Pharmaceuticals (0.7%)
Valeant Pharmaceuticals International
10-01-17		6.750			860,000	(d)	855,700
10-01-20		7.000			1,150,000	(d)	1,135,625
Warner Chilcott Co. LLC/Finance
09-15-18		7.750			2,724,000	(c,d)	2,751,240

Total							4,742,565


Retailers (2.4%)
Giraffe Acquisition Corp. Senior Unsecured
12-01-18		9.125			3,040,000	(d)	3,169,200
Michaels Stores, Inc. Senior Notes
11-01-18		7.750			2,175,000	(d,g)	2,158,688
QVC, Inc. Senior Secured
04-15-17		7.125			1,681,000	(d)	1,756,645
10-01-19		7.500			1,025,000	(d)	1,081,375
10-15-20		7.375			1,681,000	(d)	1,756,645
Rite Aid Corp. Senior Secured
10-15-19		10.250			560,000		581,700
08-15-20		8.000			1,445,000	(g)	1,504,606
Toys “R” Us, Inc. Senior Unsecured
10-15-18		7.375			165,000		161,700
Toys R Us Property Co. I LLC
07-15-17		10.750			1,508,000		1,719,120
Toys R Us Property Co. II LLC Senior Secured
12-01-17		8.500			2,555,000		2,746,625

Total							16,636,304


Technology (3.6%)
Amkor Technology, Inc. Senior Unsecured
05-01-18		7.375			610,000	(g)	634,400
Avaya, Inc.
11-01-15		9.750			790,000		803,825
First Data Corp.
09-24-15		9.875			210,000		198,975
09-24-15		9.875			177,000	(g)	168,593
First Data Corp. Pay-in-kind
09-24-15		10.550			113,000	(l)	107,068
First Data Corp. Senior Notes
01-15-21		12.625			3,765,000	(d)	3,595,575
First Data Corp. Senior Secured
08-15-20		8.875			2,605,000	(d,g)	2,748,275
01-15-21		8.250			2,225,000	(d,g)	2,136,000
Freescale Semiconductor, Inc. Senior Secured
04-15-18		9.250			1,400,000	(d)	1,540,000
Interactive Data Corp.
08-01-18		10.250			3,140,000	(d)	3,438,300
NXP BV/Funding LLC Senior Secured
08-01-18		9.750			5,333,000	(c,d)	6,019,623
SunGard Data Systems, Inc. Senior Unsecured
11-15-18		7.375			2,234,000	(d)	2,245,170
Trans Union LLC/Financing Corp.
06-15-18		11.375			965,000	(d)	1,100,100

Total							24,735,904

See accompanying Notes to Portfolio of Investments.

238 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — High Yield Bond Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Transportation Services (1.1%)
Avis Budget Car Rental LLC/Finance, Inc.
03-15-18		9.625	%		$1,227,000		$1,322,093
01-15-19		8.250			1,400,000	(d)	1,410,500
The Hertz Corp.
10-15-18		7.500			2,005,000	(d)	2,090,213
01-15-21		7.375			2,460,000	(d,g)	2,509,199

Total							7,332,005


Wireless (5.6%)
Clearwire Communications LLC/Finance, Inc. Senior Secured
12-01-15		12.000			3,338,000	(d)	3,605,040
12-01-17		12.000			775,000	(d,g)	802,125
Cricket Communications, Inc. Senior Secured
05-15-16		7.750			3,445,000		3,574,188
Crown Castle International Corp. Senior Unsecured
11-01-19		7.125			1,570,000		1,660,275
MetroPCS Wireless, Inc.
09-01-18		7.875			3,370,000		3,487,950
11-15-20		6.625			1,870,000		1,781,175
Nextel Communications, Inc.
08-01-15		7.375			2,651,000		2,654,314
SBA Telecommunications, Inc.
08-15-16		8.000			1,535,000		1,661,638
08-15-19		8.250			2,346,000		2,563,005
Sprint Capital Corp.
05-01-19		6.900			1,316,000		1,299,550
Sprint Nextel Corp. Senior Unsecured
12-01-16		6.000			1,725,000		1,666,781
08-15-17		8.375			6,900,000	(g)	7,400,249
Wind Acquisition Finance SA Escrow
07-15-17		0.000			3,105,000	(c,h,j,k)	—
Wind Acquisition Finance SA Secured
07-15-17		11.750			3,105,000	(c,d)	3,500,888
Wind Acquisition Finance SA Senior Secured
02-15-18		7.250			2,170,000	(c,d)	2,202,550

Total							37,859,728


Wirelines (3.5%)
Cincinnati Bell, Inc.
10-15-17		8.250			1,879,000		1,860,210
10-15-20		8.375			1,601,000		1,536,960
Frontier Communications Corp. Senior Unsecured
04-15-17		8.250			934,000		1,025,065
03-15-19		7.125			3,204,000		3,292,109
04-15-20		8.500			763,000		833,578
Integra Telecom Holdings, Inc. Senior Secured
04-15-16		10.750			1,659,000	(d)	1,708,770
ITC Deltacom, Inc. Senior Secured
04-01-16		10.500			1,809,000		1,967,288
Level 3 Financing, Inc.
11-01-14		9.250			1,010,000		1,002,425
02-15-17		8.750			3,526,000		3,243,920
02-01-18		10.000			1,610,000		1,545,600
PAETEC Holding Corp.
07-15-15		9.500			219,000		226,665
PAETEC Holding Corp. Senior Secured
06-30-17		8.875			2,603,000		2,778,703
PAETEC Holding Corp. Senior Unsecured
12-01-18		9.875			2,010,000	(d)	2,065,276
Windstream Corp.
09-01-18		8.125			355,000	(g)	372,750

Total							23,459,319


Total Bonds
(Cost: $600,503,874) $637,177,617



Senior Loans (0.8%)(m)
	Coupon			Principal
Borrower	rate			amount			Value(a)


Building Materials (0.1%)
Goodman Global, Inc. 1st Lien Term Loan
10-28-16		5.750	%		$470,000		$471,837
Goodman Global, Inc. 2nd Lien Term Loan
10-30-17		9.000			180,000		185,251

Total							657,088


Consumer Products (0.2%)
Visant Corp. Tranche B Term Loan
12-22-16		7.000			1,476,300		1,492,539


Electric (0.2%)
Energy Future Holdings Corp. Tranche B3 Term Loan
10-10-14		3.764			1,485,847		1,145,796


Gaming (0.3%)
Great Lakes Gaming of Michigan LLC Development Term Loan
08-15-12		9.000			1,492,221	(j,k)	1,475,210
Great Lakes Gaming of Michigan LLC Non-Gaming Land Acquisition Letter of Credit
08-15-12		9.000			551,991	(j,k)	545,698
Great Lakes Gaming of Michigan LLC Transition Term Loan
08-15-12		9.000			386,503	(j,k)	382,097

Total							2,403,005


Total Senior Loans
(Cost: $5,687,241)				$5,698,428


Common Stocks (2.0%)
Issuer	Shares			Value(a)

Chemicals
Chemtura Corp.		868,449	(b)	$13,877,815


Total Common Stocks
(Cost: $7,550,490)				$13,877,815




Limited Partnerships (—%)
	Shares			Value(a)

Diversified Financial Services
Varde Fund V LP		5,000,000	(e,j,k)	$100,860


Total Limited Partnerships
(Cost: $—)				$100,860




Money Market Fund (1.2%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		7,909,130	(o)	$7,909,130


Total Money Market Fund
(Cost: $7,909,130)				$7,909,130


Investments of Cash Collateral Received
for Securities on Loan (7.8%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)

Certificates of Deposit (0.4%)
Banque et Caisse d’Epargne de l’Etat
02-22-11		0.300	%		$999,234	$999,234
KBC Bank NV
01-20-11		0.450			1,000,000	1,000,000
United Overseas Bank Ltd.
02-22-11		0.340			1,000,000	1,000,000

Total						2,999,234


	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements (7.4%)(n)
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$27,000,900		0.400	%		$27,000,000	$27,000,000

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 239

Portfolio of Investments (continued)

RiverSource VP — High Yield Bond Fund


Investments of Cash Collateral Received
for Securities on Loan (continued)
	Effective			Principal
Issuer	yield			amount		Value(a)


Repurchase Agreements (cont.)
Goldman Sachs & Co. dated 12-31-10, matures 01-03-11, repurchase price
$4,197,846		0.170	%		$4,197,787	$4,197,787
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,208		0.500			5,000,000	5,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$14,000,525		0.450			14,000,000	14,000,000

Total						50,197,787


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $53,197,021)						$53,197,021


Total Investments in Securities
(Cost: $674,847,756)(p)						$717,960,871

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing. For long-term debt securities, item identified is in default as to payment of interest and/or principal.

(c)		Foreign security values are stated in U.S. dollars. For debt securities, principal amounts are denominated in U.S. dollar currency unless otherwise noted. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 9.10% of net assets.

(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $253,301,070 or 37.25% of net assets.

(e)		The share amount for Limited Liability Companies (LLC) or Limited Partnerships (LP) represents capital contributions.

(f)		For those zero coupons that become coupon paying at a future date, the interest rate disclosed represents the annualized effective yield from the date of acquisition to maturity.

(g)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(h)		Negligible market value.

(i)		Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2010.

(j)		Identifies issues considered to be illiquid as to their marketability (see Note 2 to the financial statements). The aggregate value of such securities at Dec. 31, 2010 was $4,231,959, representing 0.62% of net assets. Information concerning such security holdings at Dec. 31, 2010 was as follows:


	Acquisition
Security	dates	Cost
Great Lakes Gaming of Michigan LLC Development Term Loan 9.000% 2012	03-02-07 thru 09-15-07		$1,482,886
Great Lakes Gaming of Michigan LLC Non-Gaming Land Acquisition Letter of Credit 9.000% 2012	03-02-07 thru 09-15-07		548,537
Great Lakes Gaming of Michigan LLC Transition Term Loan 9.000% 2012	03-02-07 thru 09-15-07		384,085
United Artists Theatre Circuit, Inc. 1995-A Pass-Through Certificates Series AU4 9.300% 2015	02-09-00 thru 04-09-02		1,188,440
United Artists Theatre Circuit, Inc. 1995-A Pass-Through Certificates Series AV2 9.300% 2015	12-11-01 thru 08-28-02		367,342
Varde Fund V LP	04-27-00 thru 06-19-00		—	*

240 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — High Yield Bond Fund

Notes to Portfolio of Investments (continued)


		* The original cost for this position was $5,000,000. From Sept. 29, 2004 through March 7, 2005, $5,000,000 was returned to the fund in the form of return of capital.

(k)		Security valued by management at fair value according to procedures approved, in good faith, by the Board.

(l)		Pay-in-kind securities are securities in which the issuer makes interest or dividend payments in cash or in additional securities. The securities usually have the same terms as the original holdings.

(m)		Senior loans have rates of interest that float periodically based primarily on the London Interbank Offered Rate (“LIBOR”) and other short-term rates. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(n)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$864,838
Fannie Mae Pool		2,361,926
Fannie Mae Principal Strip		28,246
Fannie Mae REMICS		1,583,271
Federal Farm Credit Bank		1,472,498
Federal Home Loan Banks		2,638,101
Federal Home Loan Mortgage Corp		197,926
Federal National Mortgage Association		2,287,419
FHLMC Structured Pass Through Securities		936,353
Freddie Mac Non Gold Pool		2,267,240
Freddie Mac Reference REMIC		15,259
Freddie Mac REMICS		1,391,560
Freddie Mac Strips		410,358
Ginnie Mae I Pool		265,236
Ginnie Mae II Pool		1,470,261
Government National Mortgage Association		591,543
United States Treasury Inflation Indexed Bonds		81,309
United States Treasury Note/Bond		6,461,234
United States Treasury Strip Coupon		1,931,235
United States Treasury Strip Principal		284,187

Total market value of collateral securities		$27,540,000


Goldman Sachs & Co. (0.170%)
Security description	Value(a)
Government National Mortgage Association		$4,281,743

Total market value of collateral securities		$4,281,743

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 241

Portfolio of Investments (continued)

RiverSource VP — High Yield Bond Fund

Notes to Portfolio of Investments (continued)


Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$7,270,283
Fannie Mae REMICS		1,639,289
Freddie Mac Gold Pool		621,857
Freddie Mac REMICS		2,163,662
Ginnie Mae I Pool		553,817
Government National Mortgage Association		2,031,092

Total market value of collateral securities		$14,280,000


(o)		Affiliated Money Market Fund – See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(p)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $670,592,559 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$52,651,205
Unrealized depreciation	(5,282,893	)

Net unrealized appreciation	$47,368,312

242 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — High Yield Bond Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 243

Portfolio of Investments (continued)

RiverSource VP — High Yield Bond Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Bonds
Corporate Debt Securities
Entertainment		$—		$10,172,977		$1,728,094		$11,901,071
All Other Industries		—		625,276,546		—		625,276,546

Total Bonds		—		635,449,523		1,728,094		637,177,617

Equity Securities
Common Stocks		13,877,815		—		—		13,877,815
Limited Partnerships
Diversified Financial Services		—		—		100,860		100,860

Total Equity Securities		13,877,815		—		100,860		13,978,675

Other
Senior Loans
Gaming		—		—		2,403,005		2,403,005
All Other Industries		—		3,295,423		—		3,295,423
Affiliated Money Market Fund(c)		7,909,130		—		—		7,909,130
Investments of Cash Collateral Received for Securities on Loan		—		53,197,021		—		53,197,021

Total Other		7,909,130		56,492,444		2,403,005		66,804,579

Total		$21,786,945		$691,941,967		$4,231,959		$717,960,871


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Corporate Debt			Limited			Senior
	Securities			Partnerships			Loans			Total
Balance as of Dec. 31, 2009		$9,231,763			$227,900			$3,470,427			$12,930,090
Accrued discounts/premiums		28,154			—			11,746			39,900
Realized gain (loss)		43,736			161,135			10,084			214,955
Change in unrealized appreciation (depreciation)*		(135,158	)		(127,040	)		204,067			(58,131	)
Sales		(253,401	)		(161,135	)		(1,293,319	)		(1,707,855	)
Purchases		—			—			—			—
Transfers into Level 3		—			—			—			—
Transfers out of Level 3		(7,187,000	)		—			—			(7,187,000	)

Balance as of Dec. 31, 2010		$1,728,094			$100,860			$2,403,005			$4,231,959


*		Change in unrealized appreciation (depreciation) relating to securities held at Dec. 31, 2010 was $(58,133), which is comprised of Corporate Debt Securities of $(135,160), Limited Partnerships of $(127,040), and Senior Loans of $204,067.

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

244 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

RiverSource VP — Income Opportunities Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Bonds (93.4%)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Aerospace & Defense (1.5%)
CPI International, Inc. Senior Unsecured
02-01-15		6.428	%		$1,912,000	(f)	$1,912,000
Esterline Technologies Corp.
08-01-20		7.000			260,000	(d)	269,100
Kratos Defense & Security Solutions, Inc. Senior Secured
06-01-17		10.000			3,660,000		4,053,450
L-3 Communications Corp.
10-15-15		6.375			3,357,000		3,457,710
Oshkosh Corp.
03-01-17		8.250			2,904,000		3,158,100
03-01-20		8.500			463,000		508,143
TransDigm, Inc. Senior Subordinated Notes
12-15-18		7.750			3,351,000	(d,e)	3,468,285

Total							16,826,788


Automotive (1.4%)
Accuride Corp. Senior Secured
08-01-18		9.500			965,000	(d,e)	1,042,200
Lear Corp.
03-15-18		7.875			2,732,000	(e)	2,916,410
03-15-20		8.125			1,524,000	(e)	1,661,160
Tenneco, Inc.
11-15-15		8.125			4,455,000	(e)	4,722,300
TRW Automotive, Inc.
12-01-17		8.875			4,085,000	(d)	4,554,775

Total							14,896,845


Brokerage (0.7%)
E*Trade Financial Corp. Senior Unsecured
09-15-13		7.375			990,000	(e)	985,050
12-01-15		7.875			6,940,000	(e)	6,887,950

Total							7,873,000


Building Materials (1.1%)
Associated Materials LLC Senior Secured
11-01-17		9.125			1,740,000	(d,e)	1,827,000
Gibraltar Industries, Inc.
12-01-15		8.000			3,807,000		3,840,311
Interface, Inc. Senior Notes
12-01-18		7.625			874,000	(d)	900,220
Norcraft Companies LP/Finance Corp. Senior Secured
12-15-15		10.500			4,704,000		4,998,000
Norcraft Holdings LP/Capital Corp. Senior Discount Notes
09-01-12		9.750			92,000		92,575

Total							11,658,106


Chemicals (3.9%)
Ashland, Inc.
06-01-17		9.125			2,715,000		3,129,038
Celanese U.S. Holdings LLC
10-15-18		6.625			316,000	(d)	326,270
CF Industries, Inc.
05-01-18		6.875			3,625,000		3,878,750
05-01-20		7.125			3,625,000		3,969,375
Hexion U.S. Finance Corp./Nova Scotia ULC Senior Secured
02-01-18		8.875			10,440,000	(e)	11,157,750
Ineos Finance PLC Senior Secured
05-15-15		9.000			2,990,000	(c,d)	3,199,300
Koppers, Inc.
12-01-19		7.875			1,040,000		1,115,400
LyondellBasell Industries Senior Secured
11-01-17		8.000			6,781,000	(d,e)	7,526,910
Nalco Co. Senior Notes
01-15-19		6.625			5,310,000	(d,e)	5,429,475
Polypore International, Inc. Senior Notes
11-15-17		7.500			3,000,000	(d)	3,060,000

Total							42,792,268


Construction Machinery (3.4%)
Case New Holland, Inc. Senior Notes
12-01-17		7.875			6,622,000	(d)	7,284,200
RSC Equipment Rental, Inc./Holdings III LLC Senior Secured
07-15-17		10.000			3,380,000	(d,e)	3,794,050
Terex Corp. Senior Unsecured
06-01-16		10.875			5,740,000		6,601,000
The Manitowoc Co., Inc.
11-01-13		7.125			535,000		539,681
02-15-18		9.500			5,435,000	(e)	5,951,325
11-01-20		8.500			1,550,000	(e)	1,646,875
United Rentals North America, Inc.
06-15-16		10.875			2,890,000		3,301,825
United Rentals North America, Inc. Senior Unsecured
12-15-19		9.250			7,730,000	(e)	8,599,625

Total							37,718,581


Consumer Cyclical Services (0.6%)
Brickman Group Holdings, Inc. Senior Notes
11-01-18		9.125			291,000	(d)	294,638
Garda World Security Corp. Senior Unsecured
03-15-17		9.750			2,637,000	(c,d,e)	2,834,775
West Corp. Senior Notes
01-15-19		7.875			3,615,000	(d,e)	3,673,743

Total							6,803,156


Consumer Products (2.3%)
ACCO Brands Corp. Senior Secured
03-15-15		10.625			825,000		928,125
Central Garden and Pet Co.
03-01-18		8.250			4,940,000		5,051,150
Jarden Corp.
05-01-16		8.000			3,297,000		3,589,609
Libbey Glass, Inc. Senior Secured
02-15-15		10.000			4,448,000	(d,e)	4,781,600
NBTY, Inc.
10-01-18		9.000			390,000	(d)	416,325
Scotts Miracle-Gro Co. Senior Notes
12-15-20		6.625			640,000	(d)	640,000
Sealy Mattress Co. Senior Secured
04-15-16		10.875			2,126,000	(d,e)	2,381,120
Spectrum Brands Holdings, Inc. Senior Secured
06-15-18		9.500			6,406,000	(d)	7,046,600

Total							24,834,529


Diversified Manufacturing (1.7%)
Amsted Industries, Inc. Senior Notes
03-15-18		8.125			3,474,000	(d)	3,686,783
CPM Holdings, Inc. Senior Secured
09-01-14		10.625			7,059,000	(d)	7,553,129
Pinafore LLC/Inc. Senior Secured
10-01-18		9.000			650,000	(d,e)	705,250

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 245

Portfolio of Investments (continued) RiverSource VP — Income Opportunities Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Diversified Manufacturing (cont.)
SPX Corp.
09-01-17		6.875	%		$3,741,000	(d)	$3,974,813
WireCo WorldGroup, Inc. Senior Unsecured
05-15-17		9.500			2,140,000	(d,e)	2,268,400

Total							18,188,375


Electric (3.8%)
Calpine Corp. Senior Secured
02-15-21		7.500			2,670,000	(d)	2,629,950
CMS Energy Corp. Senior Unsecured
02-15-18		5.050			2,980,000		2,953,925
Edison Mission Energy Senior Unsecured
05-15-17		7.000			4,022,000		3,187,435
Energy Future Holdings Corp. Senior Secured
01-15-20		10.000			3,545,000	(d)	3,647,000
Energy Future Intermediate Holding Co. LLC/Finance, Inc. Senior Secured
12-01-20		10.000			768,000		792,018
Ipalco Enterprises, Inc. Senior Secured
04-01-16		7.250			2,015,000	(d)	2,151,013
Midwest Generation LLC Pass-Through Certificates
01-02-16		8.560			11,974,008		12,093,748
NRG Energy, Inc.
01-15-17		7.375			13,422,000		13,824,659

Total							41,279,748


Entertainment (1.1%)
AMC Entertainment, Inc.
06-01-19		8.750			3,867,000	(e)	4,128,022
Cinemark USA, Inc.
06-15-19		8.625			2,039,000	(e)	2,207,218
Regal Cinemas Corp.
07-15-19		8.625			2,975,000		3,153,500
Speedway Motorsports, Inc.
06-01-16		8.750			2,800,000		3,024,000

Total							12,512,740


Environmental (0.1%)
Clean Harbors, Inc. Senior Secured
08-15-16		7.625			1,463,000		1,554,438


Food and Beverage (0.8%)
Cott Beverages, Inc.
11-15-17		8.375			1,205,000	(e)	1,301,400
09-01-18		8.125			1,347,000	(e)	1,451,393
Darling International, Inc.
12-15-18		8.500			650,000	(d)	677,625
Michael Foods, Inc. Senior Notes
07-15-18		9.750			2,460,000	(d)	2,669,099
Pinnacle Foods Finance LLC/Corp.
09-01-17		8.250			2,575,000		2,632,938

Total							8,732,455


Gaming (5.7%)
Boyd Gaming Corp. Senior Notes
12-01-18		9.125			7,094,000	(d,e)	7,058,530
Circus & Eldorado Joint Venture/Silver Legacy Capital Corp. 1st Mortgage
03-01-12		10.125			1,041,000		1,000,661
FireKeepers Development Authority Senior Secured
05-01-15		13.875			2,750,000	(d)	3,245,000
MGM Resorts International Senior Secured
05-15-14		10.375			750,000		841,875
11-15-17		11.125			3,430,000		3,944,500
03-15-20		9.000			6,820,000	(d,e)	7,467,899
Penn National Gaming, Inc. Senior Subordinated Notes
08-15-19		8.750			2,275,000	(e)	2,508,188
Pinnacle Entertainment, Inc.
08-01-17		8.625			813,000		886,170
05-15-20		8.750			5,827,000	(e)	6,030,945
Pokagon Gaming Authority Senior Notes
06-15-14		10.375			7,053,000	(d)	7,352,753
San Pasqual Casino
09-15-13		8.000			1,520,000	(d)	1,521,900
Seminole Indian Tribe of Florida
10-01-20		7.804			1,955,000	(d)	1,905,148
Seminole Indian Tribe of Florida Senior Secured
10-01-20		6.535			4,385,000	(d)	4,303,878
Seneca Gaming Corp.
12-01-18		8.250			2,533,000	(d)	2,539,333
Shingle Springs Tribal Gaming Authority Senior Notes
06-15-15		9.375			11,230,000	(d)	7,748,699
Tunica-Biloxi Gaming Authority Senior Unsecured
11-15-15		9.000			4,262,000	(d)	4,027,590

Total							62,383,069


Gas Distributors (0.7%)
Energy Transfer Equity LP
10-15-20		7.500			5,680,000		5,907,200
Niska Gas Storage U.S. LLC/Canada ULC
03-15-18		8.875			1,874,000	(d)	1,998,110

Total							7,905,310


Gas Pipelines (2.8%)
El Paso Corp.
01-15-32		7.750			7,400,000	(e)	7,361,009
Regency Energy Partners LP/Finance Corp.
06-01-16		9.375			4,205,000	(e)	4,614,988
12-01-18		6.875			1,560,000	(e)	1,581,450
Sonat, Inc. Senior Unsecured
02-01-18		7.000			2,600,000		2,724,587
Southern Star Central Corp. Senior Notes
03-01-16		6.750			7,827,000		7,905,269
03-01-16		6.750			6,490,000	(d)	6,530,563

Total							30,717,866


Health Care (4.6%)
American Renal Holdings Senior Secured
05-15-18		8.375			2,265,000	(d)	2,321,625
AMGH Merger Sub, Inc.
11-01-18		9.250			871,000	(d,e)	914,550
Apria Healthcare Group, Inc. Senior Secured
11-01-14		11.250			4,205,000		4,593,963
Biomet, Inc. Pay-in-kind
10-15-17		10.375			3,090,000	(h)	3,375,825
Capella Healthcare, Inc.
07-01-17		9.250			570,000	(d,e)	607,050
ConvaTec Healthcare E SA Senior Unsecured
12-15-18		10.500			2,585,000	(c,d,e)	2,620,544
Hanger Orthopedic Group, Inc.
11-15-18		7.125			2,321,000		2,315,198
HCA, Holdings Inc. Senior Unsecured
05-15-21		7.750			1,140,000	(d,e)	1,140,000
HCA, Inc. Senior Secured
02-15-20		7.875			3,700,000		3,959,000
09-15-20		7.250			12,005,000		12,545,224
Healthsouth Corp.
02-15-20		8.125			713,000	(e)	766,475
inVentiv Health, Inc.
08-15-18		10.000			4,583,000	(d)	4,640,287
LifePoint Hospitals, Inc.
10-01-20		6.625			1,251,000	(d)	1,241,618
Omnicare, Inc.
12-15-15		6.875			936,000		952,380
Tenet Healthcare Corp. Senior Secured
07-01-19		8.875			3,805,000	(e)	4,299,650
Vanguard Health Holding Co. II LLC/Inc.
02-01-18		8.000			1,700,000	(d,e)	1,742,500
02-01-18		8.000			2,432,000	(e)	2,492,800

Total							50,528,689

See accompanying Notes to Portfolio of Investments.

246 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Home Construction (0.6%)
K Hovnanian Enterprises, Inc. Senior Secured
10-15-16		10.625	%		$3,621,000		$3,711,525
KB Home
09-15-17		9.100			2,155,000	(e)	2,284,300
William Lyon Homes, Inc.
02-15-14		7.500			570,000		427,500

Total							6,423,325


Independent Energy (8.8%)
Anadarko Petroleum Corp. Senior Unsecured
09-15-17		6.375			5,760,000	(e)	6,259,822
Berry Petroleum Co. Senior Unsecured
06-01-14		10.250			4,735,000		5,433,413
11-01-20		6.750			975,000		979,875
Brigham Exploration Co.
10-01-18		8.750			2,365,000	(d)	2,542,375
Carrizo Oil & Gas, Inc.
10-15-18		8.625			5,309,000	(d)	5,481,542
Chaparral Energy, Inc.
12-01-15		8.500			1,065,000	(e)	1,083,638
Chesapeake Energy Corp.
08-15-20		6.625			8,750,000		8,574,999
Comstock Resources, Inc.
10-15-17		8.375			3,291,000		3,303,341
Concho Resources, Inc.
10-01-17		8.625			5,144,000	(e)	5,606,959
Concho Resources, Inc. Senior Notes
01-15-21		7.000			2,520,000		2,583,000
Continental Resources, Inc.
10-01-20		7.375			1,008,000		1,068,480
04-01-21		7.125			2,318,000	(d)	2,433,900
Denbury Resources, Inc.
12-15-15		7.500			567,000		585,428
03-01-16		9.750			3,000,000	(e)	3,345,000
02-15-20		8.250			493,000		534,905
EXCO Resources, Inc.
09-15-18		7.500			5,225,000		5,107,438
Forest Oil Corp.
06-15-19		7.250			2,505,000	(e)	2,542,575
Hilcorp Energy I LP/Finance Co. Senior Unsecured
11-01-15		7.750			6,376,000	(d,e)	6,583,219
Petrohawk Energy Corp.
08-01-14		10.500			3,630,000		4,138,200
06-01-15		7.875			2,200,000	(e)	2,290,750
08-15-18		7.250			2,320,000		2,343,200
QEP Resources, Inc. Senior Unsecured
03-01-21		6.875			3,420,000		3,591,000
Quicksilver Resources, Inc.
08-01-15		8.250			5,237,000		5,433,388
08-15-19		9.125			2,540,000	(e)	2,787,650
Range Resources Corp.
03-15-15		6.375			700,000		714,000
05-01-18		7.250			1,165,000	(e)	1,229,075
05-15-19		8.000			2,632,000		2,865,590
08-01-20		6.750			2,920,000	(e)	3,011,250
SandRidge Energy, Inc. Pay-in-kind
04-01-15		8.625			2,969,000	(e,h)	3,039,514
Southwestern Energy Co. Senior Notes
02-01-18		7.500			2,035,000	(e)	2,294,463

Total							97,787,989


Life Insurance (0.8%)
ING Groep NV
12-29-49		5.775			10,353,000	(c,f)	8,903,580


Lodging (0.7%)
Starwood Hotels & Resorts Worldwide, Inc. Senior Unsecured
12-01-19		7.150			1,254,000	(e)	1,373,130
Wyndham Worldwide Corp. Senior Unsecured
12-01-16		6.000			3,340,000	(e)	3,495,093
02-01-18		5.750			553,000		562,310
03-01-20		7.375			2,500,000		2,743,750

Total							8,174,283


Media Cable (3.9%)
Bresnan Broadband Holdings LLC
12-15-18		8.000			140,000	(d,e)	144,200
Cablevision Systems Corp. Senior Unsecured
09-15-17		8.625			3,190,000		3,473,113
CCO Holdings LLC/Capital Corp.
04-30-20		8.125			8,873,000	(e)	9,383,197
Cequel Communications Holdings I LLC/Capital Corp. Senior Unsecured
11-15-17		8.625			4,106,000	(d,e)	4,290,770
CSC Holdings LLC Senior Unsecured
02-15-19		8.625			1,280,000	(e)	1,446,400
DISH DBS Corp.
02-01-16		7.125			7,355,000		7,594,037
09-01-19		7.875			2,058,000		2,150,610
Insight Communications Co., Inc. Senior Notes
07-15-18		9.375			2,100,000	(d)	2,247,000
Videotron Ltee
04-15-18		9.125			6,495,000	(c)	7,241,925
Virgin Media Secured Finance PLC Senior Secured
01-15-18		6.500			4,347,000	(c)	4,575,218

Total							42,546,470


Media Non-Cable (7.0%)
Belo Corp. Senior Unsecured
11-15-16		8.000			7,468,000		8,046,770
Clear Channel Worldwide Holdings, Inc.
12-15-17		9.250			7,257,000		7,946,415
Entravision Communications Corp. Senior Secured
08-01-17		8.750			5,890,000	(d,e)	6,199,225
Intelsat Jackson Holdings SA Senior Unsecured
10-15-20		7.250			2,430,000	(c,d,e)	2,454,300
Intelsat Subsidiary Holding Co. SA
01-15-15		8.875			2,310,000	(c,d)	2,373,525
Nielsen Finance LLC/Co.
10-15-18		7.750			8,360,000	(d,e)	8,652,600
Salem Communications Corp. Senior Secured
12-15-16		9.625			7,799,000	(e)	8,266,940
Sinclair Television Group, Inc. Secured
11-01-17		9.250			8,861,000	(d,e)	9,636,337
Sirius XM Radio, Inc.
04-01-15		8.750			4,735,000	(d,e)	5,113,800
The Interpublic Group of Companies, Inc. Senior Unsecured
07-15-17		10.000			6,664,000		7,796,880
Univision Communications, Inc. Senior Secured
11-01-20		7.875			5,055,000	(d,e)	5,307,750
XM Satellite Radio, Inc.
11-01-18		7.625			4,773,000	(d)	4,928,123

Total							76,722,665


Metals (3.9%)
Arch Coal, Inc.
08-01-16		8.750			3,234,000		3,525,060
10-01-20		7.250			329,000		345,861
Compass Minerals International, Inc.
06-01-19		8.000			1,610,000		1,758,925
Consol Energy, Inc.
04-01-17		8.000			6,532,000	(d)	6,972,909
04-01-20		8.250			4,490,000	(d)	4,849,200
FMG Resources August 2006 Pty Ltd. Senior Notes
11-01-15		7.000			5,382,000	(c,d,e)	5,538,261
02-01-16		6.375			2,600,000	(c,d,e)	2,600,000
Novelis, Inc.
12-15-17		8.375			3,790,000	(c,d,e)	3,922,650
12-15-20		8.750			3,785,000	(c,d)	3,926,938
Rain CII Carbon LLC/Corp. Senior Secured
12-01-18		8.000			3,185,000	(d,e)	3,336,288
United States Steel Corp. Senior Unsecured
02-01-18		7.000			2,275,000		2,309,125
04-01-20		7.375			3,359,000	(e)	3,409,385

Total							42,494,602

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 247

Portfolio of Investments (continued) RiverSource VP — Income Opportunities Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Non-Captive Consumer (0.3%)
American General Finance Corp. Senior Unsecured
12-15-17		6.900	%		$4,372,000		$3,519,460


Non-Captive Diversified (5.5%)
Ally Financial, Inc.
12-01-17		6.250			3,735,000	(d,e)	3,735,000
03-15-20		8.000			16,074,000	(e)	17,560,845
09-15-20		7.500			2,945,000	(d,e)	3,121,700
CIT Group, Inc. Senior Secured
05-01-17		7.000			19,740,000	(e)	19,789,350
Ford Motor Credit Co. LLC Senior Unsecured
10-01-14		8.700			3,690,000		4,155,519
04-15-15		7.000			1,423,000		1,529,173
International Lease Finance Corp. Senior Unsecured
03-15-17		8.750			3,140,000	(d)	3,367,650
09-01-17		8.875			3,905,000	(e)	4,197,875
12-15-20		8.250			2,615,000		2,693,450

Total							60,150,562


Oil Field Services (1.9%)
Expro Finance Luxembourg SCA Senior Secured
12-15-16		8.500			474,000	(c,d,e)	455,318
Frac Tech Services LLC/Finance, Inc.
11-15-18		7.125			2,565,000	(d,e)	2,603,475
Key Energy Services, Inc.
12-01-14		8.375			3,799,000	(e)	4,007,945
McJunkin Red Man Corp. Senior Secured
12-15-16		9.500			3,535,000	(d,e)	3,331,738
Offshore Group Investments Ltd. Senior Secured
08-01-15		11.500			6,515,000	(c,d)	6,974,355
Precision Drilling Corp.
11-15-20		6.625			895,000	(c,d,e)	910,663
Trinidad Drilling Ltd. Senior Unsecured
01-15-19		7.875			2,233,000	(c,d)	2,290,011

Total							20,573,505


Other Financial Institutions (0.3%)
Cardtronics, Inc.
09-01-18		8.250			3,000,000		3,135,000


Other Industry (1.5%)
Aquilex Holdings LLC/Finance Corp.
12-15-16		11.125			5,992,000		6,066,900
Chart Industries, Inc.
10-15-15		9.125			8,195,000		8,440,850
Interline Brands, Inc.
11-15-18		7.000			1,439,000	(d,e)	1,460,585

Total							15,968,335


Packaging (2.8%)
Ardagh Packaging Finance PLC
10-15-20		9.125			2,160,000	(c,d,e)	2,246,400
Ardagh Packaging Finance PLC Senior Secured
10-15-17		7.375			990,000	(c,d,e)	1,020,938
Ball Corp.
09-01-19		7.375			1,435,000		1,542,625
09-15-20		6.750			1,500,000	(e)	1,575,000
Greif, Inc. Senior Unsecured
02-01-17		6.750			5,135,000		5,366,074
08-01-19		7.750			905,000	(e)	990,975
Reynolds Group Issuer, Inc./LLC
04-15-19		9.000			3,255,000	(d,e)	3,372,994
Reynolds Group Issuer, Inc./LLC Senior Secured
10-15-16		7.750			6,762,000	(d)	7,125,457
04-15-19		7.125			2,415,000	(d)	2,457,263
Sealed Air Corp. Senior Notes
06-15-17		7.875			4,097,000		4,505,463

Total							30,203,189


Paper (1.2%)
Cascades, Inc.
12-15-17		7.750			5,255,000	(c)	5,478,337
Georgia-Pacific LLC
11-01-20		5.400			3,540,000	(d)	3,499,924
Graphic Packaging International, Inc.
06-15-17		9.500			3,080,000	(e)	3,361,050
10-01-18		7.875			715,000	(e)	748,963

Total							13,088,274


Pharmaceuticals (1.2%)
Mylan, Inc.
11-15-18		6.000			2,940,000	(d,e)	2,888,550
Patheon, Inc. Senior Secured
04-15-17		8.625			2,998,000	(c,d)	2,990,505
Valeant Pharmaceuticals International
10-01-17		6.750			1,310,000	(d,e)	1,303,450
10-01-20		7.000			1,745,000	(d)	1,723,188
Warner Chilcott Co. LLC/Finance
09-15-18		7.750			4,126,000	(c,d)	4,167,260

Total							13,072,953


Railroads (0.3%)
Kansas City Southern Railway
06-01-15		8.000			2,600,000	(e)	2,814,500


Retailers (2.7%)
Giraffe Acquisition Corp. Senior Unsecured
12-01-18		9.125			4,750,000	(d,e)	4,951,875
HSN, Inc.
08-01-16		11.250			2,110,000		2,408,038
Limited Brands, Inc.
05-01-20		7.000			2,770,000	(e)	2,922,350
QVC, Inc. Senior Secured
04-15-17		7.125			2,900,000	(d,e)	3,030,500
10-01-19		7.500			3,880,000	(d,e)	4,093,400
Rite Aid Corp. Senior Secured
08-15-20		8.000			1,210,000	(e)	1,259,913
Toys R Us Property Co. I LLC
07-15-17		10.750			6,043,000	(e)	6,889,019
Toys R Us Property Co. II LLC Senior Secured
12-01-17		8.500			3,896,000		4,188,200

Total							29,743,295


Technology (2.7%)
Amkor Technology, Inc. Senior Unsecured
05-01-18		7.375			930,000	(e)	967,200
Brocade Communications Systems, Inc. Senior Secured
01-15-18		6.625			5,774,000		6,077,134
01-15-20		6.875			788,000	(e)	839,220
First Data Corp.
09-24-15		9.875			79,000	(e)	75,248
First Data Corp. Pay-in-kind
09-24-15		10.550			147,000	(h)	139,283
First Data Corp. Senior Notes
01-15-21		12.625			2,214,000	(d,e)	2,114,370
First Data Corp. Senior Secured
08-15-20		8.875			3,905,000	(d,e)	4,119,775
01-15-21		8.250			1,004,000	(d)	963,840
Freescale Semiconductor, Inc. Senior Secured
04-15-18		9.250			2,045,000	(d)	2,249,500
Interactive Data Corp.
08-01-18		10.250			4,665,000	(d,e)	5,108,175
SunGard Data Systems, Inc. Senior Unsecured
11-15-18		7.375			5,455,000	(d)	5,482,275
Trans Union LLC/Financing Corp.
06-15-18		11.375			1,590,000	(d)	1,812,600

Total							29,948,620


Transportation Services (1.1%)
Avis Budget Car Rental LLC/Finance, Inc.
03-15-18		9.625			1,497,000	(e)	1,613,018
01-15-19		8.250			2,750,000	(d,e)	2,770,625
The Hertz Corp.
10-15-18		7.500			3,060,000	(d,e)	3,190,050
01-15-21		7.375			4,050,000	(d,e)	4,131,000

Total							11,704,693

See accompanying Notes to Portfolio of Investments.

248 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Wireless (6.1%)
CC Holdings GS V LLC/Crown Castle GS III Corp. Senior Secured
05-01-17		7.750	%		$8,325,000	(d)	$9,095,062
Clearwire Communications LLC/Finance, Inc. Senior Secured
12-01-15		12.000			4,362,000	(d)	4,710,960
Cricket Communications, Inc. Senior Secured
05-15-16		7.750			3,865,000	(e)	4,009,938
Crown Castle International Corp. Senior Unsecured
11-01-19		7.125			4,000,000		4,230,000
MetroPCS Wireless, Inc.
09-01-18		7.875			5,110,000		5,288,850
11-15-20		6.625			3,060,000		2,914,650
Nextel Communications, Inc.
08-01-15		7.375			7,228,000	(e)	7,237,035
SBA Telecommunications, Inc.
08-15-16		8.000			2,100,000		2,273,250
08-15-19		8.250			2,387,000		2,607,798
Sprint Capital Corp.
01-30-11		7.625			31,000	(e)	31,076
05-01-19		6.900			1,279,000	(e)	1,263,013
11-15-28		6.875			4,095,000	(e)	3,583,125
Sprint Nextel Corp. Senior Unsecured
08-15-17		8.375			9,656,000	(e)	10,356,059
Wind Acquisition Finance SA Escrow
07-15-17		0.000			5,470,000	(c,j,k,m)	—
Wind Acquisition Finance SA Secured
07-15-17		11.750			5,470,000	(c,d,e)	6,167,425
Wind Acquisition Finance SA Senior Secured
02-15-18		7.250			3,380,000	(c,d,e)	3,430,700

Total							67,198,941


Wirelines (3.8%)
Cincinnati Bell, Inc.
10-15-17		8.250			4,900,000	(e)	4,851,000
10-15-20		8.375			1,697,000		1,629,120
Frontier Communications Corp. Senior Unsecured
04-15-15		7.875			1,162,000	(e)	1,269,485
10-01-18		8.125			20,000		21,950
04-15-20		8.500			2,414,000	(e)	2,637,295
Integra Telecom Holdings, Inc. Senior Secured
04-15-16		10.750			2,604,000	(d)	2,682,120
ITC Deltacom, Inc. Senior Secured
04-01-16		10.500			2,969,000		3,228,788
Level 3 Financing, Inc.
11-01-14		9.250			8,225,000		8,163,312
02-15-17		8.750			757,000		696,440
PAETEC Holding Corp. Senior Secured
06-30-17		8.875			4,865,000		5,193,388
Windstream Corp.
08-01-16		8.625			380,000		399,950
11-01-17		7.875			7,134,000		7,499,617
10-15-20		7.750			2,730,000	(e)	2,811,900

Total							41,084,365


Total Bonds
(Cost: $967,998,148)				$1,022,464,569


Common Stocks (1.4%)
Issuer	Shares			Value(a)

Chemicals
Chemtura Corp.		927,359	(b)	$14,819,197


Total Common Stocks
(Cost: $7,795,960)				$14,819,197


Senior Loans (0.7%)(i)
	Coupon			Principal
Borrower	rate			amount			Value(a)

Building Materials (0.1%)
Goodman Global, Inc. 1st Lien Term Loan
10-28-16		5.750	%		$725,000		$727,834
Goodman Global, Inc. 2nd Lien Term Loan
10-30-17		9.000			280,000		288,168

Total							1,016,002


Consumer Cyclical Services (0.1%)
Brickman Group Holdings, Inc. Tranche B Term Loan
10-14-16		7.250			1,320,000		1,334,850


Consumer Products (0.4%)
Visant Corp. Tranche B Term Loan
12-22-16		7.000			4,089,750		4,134,737


Gaming (0.1%)
Great Lakes Gaming of Michigan LLC Development Term Loan
08-15-12		9.000			534,252	(j,k)	528,162
Great Lakes Gaming of Michigan LLC Non-Gaming Land Acquisition Letter of Credit
08-15-12		9.000			197,626	(j,k)	195,373
Great Lakes Gaming of Michigan LLC Transition Term Loan
08-15-12		9.000			138,378	(j,k)	136,800

Total							860,335


Total Senior Loans
(Cost: $7,219,330)				$7,345,924


Money Market Fund (2.6%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		28,932,238	(g)	$28,932,238


Total Money Market Fund
(Cost: $28,932,238)				$28,932,238


Investments of Cash Collateral Received
for Securities on Loan (21.8%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Asset-Backed Commercial Paper (2.6%)
Ebbets Funding LLC
01-10-11		0.500	%		$4,997,847	$4,997,847
Rheingold Securitization
01-10-11		0.430			6,997,408	6,997,408
Royal Park Investments Funding Corp.
03-08-11		0.410			9,990,433	9,990,433
Starbird Funding Corp.
01-03-11		0.150			6,999,913	6,999,913

Total						28,985,601


Certificates of Deposit (11.1%)
Bank of Nova Scotia
05-12-11		0.280			10,000,000	10,000,000
Barclays Bank PLC
03-15-11		0.440			10,000,000	10,000,000
Canadian Imperial Bank
04-07-11		0.300			5,000,000	5,000,000
Credit Agricole
04-21-11		0.400			6,000,148	6,000,148
Credit Industrial et Commercial
02-22-11		0.395			7,000,000	7,000,000
Credit Suisse
04-15-11		0.300			5,000,000	5,000,000
Development Bank of Singapore Ltd.
02-09-11		0.300			5,000,000	5,000,000
DZ Bank AG
02-10-11		0.400			5,000,000	5,000,000
KBC Bank NV
01-24-11		0.450			7,000,000	7,000,000
National Australia Bank Ltd.
03-17-11		0.311			5,000,000	5,000,000
National Bank of Canada
03-21-11		0.400			6,000,000	6,000,000
Natixis
03-07-11		0.440			7,000,000	7,000,000
Norinchukin Bank
01-25-11		0.330			4,000,000	4,000,000
Pohjola Bank PLC
03-16-11		0.660			5,000,000	5,000,000
Rabobank Group
04-27-11		0.311			6,500,000	6,500,000
Societe Generale
02-01-11		0.315			5,000,000	5,000,000
Sumitomo Trust & Banking Co., Ltd.
04-21-11		0.510			5,000,000	5,000,000

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 249

Portfolio of Investments (continued) RiverSource VP — Income Opportunities Fund


Investments of Cash Collateral Received
for Securities on Loan (continued)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Certificates of Deposit (cont.)
Union Bank of Switzerland
04-18-11		0.341	%		$5,000,000	$5,000,000
United Overseas Bank Ltd.
01-18-11		0.330			4,000,000	4,000,000
Westpac Banking Corp.
05-09-11		0.290			8,000,000	8,000,000

Total						120,500,148


Commercial Paper (2.0%)
ASB Finance Limited
05-03-11		0.391			4,990,575	4,990,575
General Electric Capital Corp.
01-03-11		0.150			6,999,913	6,999,913
Suncorp Metway Ltd.
01-10-11		0.400			9,996,333	9,996,333

Total						21,986,821


Investments of Cash Collateral Received
for Securities on Loan (continued)
	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements (6.1%)(l)
Barclays Capital, Inc. dated 03-22-10, matures 01-31-11, repurchase price
$10,003,444		0.400	%		$10,000,000	$10,000,000
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$10,002,583		0.300			10,000,000	10,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$15,000,500		0.400			15,000,000	15,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$3,994,822		0.280			3,994,729	3,994,729
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,104		0.250			5,000,000	5,000,000
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,208		0.500			5,000,000	5,000,000
Morgan Stanley dated 01-21-10, matures 01-14-11, repurchase price
$4,000,544		0.350			4,000,000	4,000,000
Nomura Securities dated 12-31-10, matures 01-03-11, repurchase price
$4,000,167		0.500			4,000,000	4,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$10,000,375		0.450			10,000,000	10,000,000

Total						66,994,729


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $238,467,299)						$238,467,299


Total Investments in Securities
(Cost: $1,250,412,975)(n)						$1,312,029,227

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. For debt securities, principal amounts are denominated in U.S. dollar currency unless otherwise noted. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 7.88% of net assets.

(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $396,326,813 or 36.20% of net assets.

(e)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(f)		Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2010.

(g)		Affiliated Money Market Fund – See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(h)		Pay-in-kind securities are securities in which the issuer makes interest or dividend payments in cash or in additional securities. The securities usually have the same terms as the original holdings.

(i)		Senior loans have rates of interest that float periodically based primarily on the London Interbank Offered Rate (“LIBOR”) and other short-term rates. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

250 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(j)		Identifies issues considered to be illiquid as to their marketability (see Note 2 to the financial statements). The aggregate value of such securities at Dec. 31, 2010 was $860,335, representing 0.08% of net assets. Information concerning such security holdings at Dec. 31, 2010 was as follows:


	Acquisition
Security	dates	Cost
Great Lakes Gaming of Michigan LLC Development Term Loan 9.00% 2012	03-02-07 thru 09-15-07		$530,910
Great Lakes Gaming of Michigan LLC Non-Gaming Land Acquisition Letter of Credit 9.00% 2012	03-02-07 thru 09-15-07		196,390
Great Lakes Gaming of Michigan LLC Transition Term Loan 9.00% 2012	03-02-07 thru 09-15-07		137,512
Wind Acquisition Finance SA Escrow	11-15-10		—


(k)		Security valued by management at fair value according to procedures approved, in good faith, by the Board.

(l)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.400%)
Security description	Value(a)
BCRR Trust		$470,613
Bear Stearns Commercial Mortgage Securities		1,746,607
Citigroup Commercial Mortgage Trust		660,608
Granite Master Issuer PLC		2,614,083
GS Mortgage Securities Corp II		603,684
JP Morgan Chase Commercial Mortgage Securities Corp		488,883
Merrill Lynch Mortgage Trust		163,587
Morgan Stanley Dean Witter Capital I		1,070,602
Paragon Mortgages PLC		1,620,848
Permanent Master Issuer PLC		530,574
Wachovia Bank Commercial Mortgage Trust		529,911

Total market value of collateral securities		$10,500,000



Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$50,397
Archer Daniels		518,468
ASB Finance Ltd		614,243
Banco Bilbao Vizcaya		1,658,123
Banco Bilbao Vizcaya Argentaria/New York NY		24,519
BP Capital Markets		308,146
BPCE		221,541
Central American Bank		1,920
Commonwealth Bank of Australia		311,935
Credit Agricole NA		512
Danske Corp		767,411
Electricite De France		1,270,764
European Investment Bank		1,709,846
Gdz Suez		263,954
Golden Funding Corp		18,171
Ing (US) Funding LLC		80
Natexis Banques		197,337
Nationwide Building		1,230,262
Natixis NY		96,000
Natixis US Finance Co		1,600

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 251

Portfolio of Investments (continued) RiverSource VP — Income Opportunities Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value(a)
Prudential PLC		$371,140
Silver Tower US Fund		4,800
Skandin Ens Banken		48,037
Societe Gen No Amer		799,593
Societe Generale NY		10,400
UBS Ag Stamford		801

Total market value of collateral securities		$10,500,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$480,466
Fannie Mae Pool		1,312,181
Fannie Mae Principal Strip		15,692
Fannie Mae REMICS		879,595
Federal Farm Credit Bank		818,055
Federal Home Loan Banks		1,465,612
Federal Home Loan Mortgage Corp		109,959
Federal National Mortgage Association		1,270,788
FHLMC Structured Pass Through Securities		520,196
Freddie Mac Non Gold Pool		1,259,578
Freddie Mac Reference REMIC		8,477
Freddie Mac REMICS		773,089
Freddie Mac Strips		227,977
Ginnie Mae I Pool		147,353
Ginnie Mae II Pool		816,812
Government National Mortgage Association		328,635
United States Treasury Inflation Indexed Bonds		45,171
United States Treasury Note/Bond		3,589,574
United States Treasury Strip Coupon		1,072,908
United States Treasury Strip Principal		157,882

Total market value of collateral securities		$15,300,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$2,126,848
Ginnie Mae I Pool		1,947,776

Total market value of collateral securities		$4,074,624



Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value(a)
Federal Home Loan Banks		$462,827
Federal Home Loan Mortgage Corp		269,471
Federal National Mortgage Association		299,919
Government National Mortgage Association		4,067,797

Total market value of collateral securities		$5,100,014

252 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000



Morgan Stanley (0.350%)
Security description	Value(a)
Argento Variable Fund		$246,047
Federal Home Loan Banks		2,040,014
Ginnie Mae I Pool		1,576,973
Landesbank		230,599

Total market value of collateral securities		$4,093,633



Nomura Securities (0.500%)
Security description	Value(a)
Fannie Mae Pool		$1,826,732
Freddie Mac Gold Pool		2,253,268

Total market value of collateral securities		$4,080,000



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$5,193,059
Fannie Mae REMICS		1,170,920
Freddie Mac Gold Pool		444,184
Freddie Mac REMICS		1,545,473
Ginnie Mae I Pool		395,584
Government National Mortgage Association		1,450,780

Total market value of collateral securities		$10,200,000


(m)		Negligible market value.

(n)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $1,251,140,436 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$62,385,889
Unrealized depreciation	(1,497,098	)

Net unrealized appreciation	$60,888,791

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 253

Portfolio of Investments (continued) RiverSource VP — Income Opportunities Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Bonds
Corporate Debt Securities		$—		$1,022,464,569		$—		$1,022,464,569

Total Bonds		—		1,022,464,569		—		1,022,464,569

Equity Securities
Common Stocks		14,819,197		—		—		14,819,197

Total Equity Securities		14,819,197		—		—		14,819,197

Other
Senior Loans
Gaming		—		—		860,335		860,335
All Other Industries		—		6,485,589		—		6,485,589
Affiliated Money Market Fund(c)		28,932,238		—		—		28,932,238
Investments of Cash Collateral Received for Securities on Loan		—		238,467,299		—		238,467,299

Total Other		28,932,238		244,952,888		860,335		274,745,461

Total		$43,751,435		$1,267,417,457		$860,335		1,312,029,227


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

254 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)


(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Senior Loans
Balance as of Dec. 31, 2009		$1,242,498
Accrued discounts/premiums		4,206
Realized gain (loss)		3,610
Change in unrealized appreciation (depreciation)*		73,061
Sales		(463,040	)
Purchases		—
Transfers into Level 3		—
Transfers out of Level 3		—

Balance as of Dec. 31, 2010		$860,335


*		Change in unrealized appreciation (depreciation) relating to securities held at Dec. 31, 2010 was $73,061.

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 255

Portfolio of Investments

RiverSource VP – Mid Cap Growth Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (97.1%)
Issuer	Shares			Value(a)

Air Freight & Logistics (0.7%)
Expeditors International of Washington, Inc.		53,156		$2,902,318


Airlines (2.3%)
Delta Air Lines, Inc.		562,583	(b,d)	7,088,546
U.S. Airways Group, Inc.		246,734	(b,d)	2,469,807

Total				9,558,353


Auto Components (0.2%)
Gentex Corp.		29,891		883,578


Automobiles (0.5%)
Tesla Motors, Inc.		70,840	(b,d)	1,886,469


Biotechnology (1.5%)
Alexion Pharmaceuticals, Inc.		45,548	(b)	3,668,891
BioMarin Pharmaceutical, Inc.		98,092	(b,d)	2,641,618

Total				6,310,509


Capital Markets (3.1%)
Affiliated Managers Group, Inc.		24,044	(b)	2,385,646
Blackstone Group LP		128,247		1,814,695
E*Trade Financial Corp.		131,829	(b)	2,109,264
Fortress Investment Group LLC, Class A		632,067	(b)	3,602,782
Stifel Financial Corp.		14,789	(b)	917,510
T Rowe Price Group, Inc.		25,899	(d)	1,671,521

Total				12,501,418


Chemicals (1.9%)
Ecolab, Inc.		64,129	(d)	3,233,384
Huntsman Corp.		155,312		2,424,420
Intrepid Potash, Inc.		55,479	(b,d)	2,068,812

Total				7,726,616


Commercial Banks (0.3%)
Comerica, Inc.		25,931	(d)	1,095,325


Commercial Services & Supplies (0.3%)
Iron Mountain, Inc.		43,375		1,084,809


Communications Equipment (11.0%)
Alcatel-Lucent, ADR		1,398,734	(b,c)	4,140,253
BigBand Networks, Inc.		1,136,330	(b,d)	3,181,724
Brocade Communications Systems, Inc.		1,154,377	(b)	6,106,654
Ciena Corp.		596,577	(b,d)	12,557,947
F5 Networks, Inc.		14,984	(b)	1,950,317
Finisar Corp.		146,647	(b)	4,353,949
Infinera Corp.		553,959	(b,d)	5,722,396
InterDigital, Inc.		13,052	(b,d)	543,485
JDS Uniphase Corp.		242,157	(b)	3,506,433
Juniper Networks, Inc.		28,538	(b,d)	1,053,623
ORBCOMM, Inc.		644,102	(b,d)	1,668,224

Total				44,785,005


Computers & Peripherals (0.6%)
STEC, Inc.		93,953	(b,d)	1,658,271
Synaptics, Inc.		33,619	(b,d)	987,726

Total				2,645,997


Construction & Engineering (0.5%)
Fluor Corp.		11,797		781,669
The Shaw Group, Inc.		40,129	(b)	1,373,616

Total				2,155,285


Construction Materials (1.2%)
Martin Marietta Materials, Inc.		29,876	(d)	2,755,763
Vulcan Materials Co.		51,676	(d)	2,292,347

Total				5,048,110


Diversified Consumer Services (0.2%)
Coinstar, Inc.		14,530	(b)	820,073


Diversified Financial Services (0.7%)
IntercontinentalExchange, Inc.		23,745	(b)	2,829,217


Electrical Equipment (0.7%)
American Superconductor Corp.		74,826	(b,d)	2,139,275
Real Goods Solar, Inc., Class A		343,578	(b)	858,945

Total				2,998,220


Electronic Equipment, Instruments & Components (1.0%)
Power-One, Inc.		393,889	(b,d)	4,017,668


Energy Equipment & Services (2.6%)
Cameron International Corp.		28,101	(b)	1,425,564
Ensco PLC, ADR		57,566	(c,d)	3,072,873
Hercules Offshore, Inc.		429,735	(b,d)	1,486,883
Oceaneering International, Inc.		16,111	(b)	1,186,253
Weatherford International Ltd.		150,991	(b,c)	3,442,595

Total				10,614,168


Food & Staples Retailing (0.3%)
BJ’s Wholesale Club, Inc.		23,956	(b)	1,147,492


Food Products (0.2%)
Tyson Foods, Inc., Class A		58,836		1,013,156


Health Care Equipment & Supplies (4.1%)
CR Bard, Inc.		18,344	(d)	1,683,429
Edwards Lifesciences Corp.		14,405	(b)	1,164,500
Gen-Probe, Inc.		76,339	(b)	4,454,381
Haemonetics Corp.		81,540	(b,d)	5,151,697
Hologic, Inc.		113,478	(b)	2,135,656
Masimo Corp.		67,983	(d)	1,976,266

Total				16,565,929


Health Care Providers & Services (1.6%)
Mednax, Inc.		35,784	(b,d)	2,407,905
Select Medical Holdings Corp.		305,313	(b,d)	2,231,838
WellCare Health Plans, Inc.		68,453	(b,d)	2,068,650

Total				6,708,393


Health Care Technology (0.6%)
Cerner Corp.		8,657	(b,d)	820,164
Emdeon, Inc., Class A		126,370	(b,d)	1,711,050

Total				2,531,214


Hotels, Restaurants & Leisure (3.7%)
China Lodging Group Ltd., ADR		56,761	(b,c,d)	1,236,822
Ctrip.com International Ltd., ADR		22,843	(b,c)	923,999
Gaylord Entertainment Co.		33,561	(b,d)	1,206,182
Marriott International, Inc., Class A		40,748	(d)	1,692,672
MGM Resorts International		211,360	(b,d)	3,138,697
Panera Bread Co., Class A		18,396	(b)	1,861,859
Scientific Games Corp., Class A		277,190	(b,d)	2,760,813
Starwood Hotels & Resorts Worldwide, Inc.		38,853	(d)	2,361,485

Total				15,182,529


Household Durables (0.6%)
Harman International Industries, Inc.		21,172	(b)	980,264
KB Home		122,034	(d)	1,646,238

Total				2,626,502


Household Products (0.2%)
Clorox Co.		10,470		662,542


Insurance (1.5%)
Hartford Financial Services Group, Inc.		79,249		2,099,306
Principal Financial Group, Inc.		118,478	(d)	3,857,644

Total				5,956,950


Internet & Catalog Retail (0.5%)
priceline.com, Inc.		5,382	(b)	2,150,378

See accompanying Notes to Portfolio of Investments.

256 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Mid Cap Growth Fund


Common Stocks (continued)
Issuer	Shares			Value(a)

Internet Software & Services (1.9%)
Akamai Technologies, Inc.		32,043	(b)	$1,507,623
GSI Commerce, Inc.		81,463	(b,d)	1,889,942
Limelight Networks, Inc.		589,249	(b,d)	3,423,537
OpenTable, Inc.		13,607	(b,d)	959,021

Total				7,780,123


IT Services (0.4%)
Alliance Data Systems Corp.		14,589	(b,d)	1,036,257
Teradata Corp.		19,174	(b)	789,202

Total				1,825,459


Leisure Equipment & Products (0.4%)
Leapfrog Enterprises, Inc.		265,747	(b)	1,474,896


Life Sciences Tools & Services (1.0%)
Illumina, Inc.		44,968	(b,d)	2,848,273
Life Technologies Corp.		23,674	(b)	1,313,907

Total				4,162,180


Machinery (1.7%)
Flowserve Corp.		11,847		1,412,399
Joy Global, Inc.		32,325		2,804,194
Kennametal, Inc.		73,359		2,894,746

Total				7,111,339


Marine (3.8%)
Diana Shipping, Inc.		184,267	(b,c)	2,214,889
DryShips, Inc.		1,961,192	(b,c)	10,786,556
Genco Shipping & Trading Ltd.		180,954	(b)	2,605,738

Total				15,607,183


Media (0.5%)
Sirius XM Radio, Inc.		1,311,321	(b,d)	2,150,566


Metals & Mining (4.2%)
AK Steel Holding Corp.		135,811		2,223,226
Alcoa, Inc.		212,228	(d)	3,266,189
Cliffs Natural Resources, Inc.		22,796	(d)	1,778,316
Freeport-McMoRan Copper & Gold, Inc.		6,869		824,898
Kinross Gold Corp.		109,941	(c)	2,084,481
Steel Dynamics, Inc.		72,090	(d)	1,319,247
United States Steel Corp.		74,999	(d)	4,381,442
Yamana Gold, Inc.		94,386	(c)	1,208,141

Total				17,085,940


Multiline Retail (1.0%)
Nordstrom, Inc.		55,537		2,353,658
Saks, Inc.		173,189	(b,d)	1,853,122

Total				4,206,780


Oil, Gas & Consumable Fuels (8.1%)
Alpha Natural Resources, Inc.		38,225	(b)	2,294,647
Arch Coal, Inc.		55,475		1,944,954
Clean Energy Fuels Corp.		309,038	(b,d)	4,277,086
Consol Energy, Inc.		71,604		3,489,979
Crude Carriers Corp.		263,421	(c)	4,367,519
Denbury Resources, Inc.		54,211	(b)	1,034,888
El Paso Corp.		144,141		1,983,380
Frontier Oil Corp.		167,196	(d)	3,011,200
Petrohawk Energy Corp.		86,339	(b)	1,575,687
Range Resources Corp.		59,715	(d)	2,685,981
Tesoro Corp.		116,060	(b,d)	2,151,752
The Williams Companies, Inc.		45,571		1,126,515
Western Refining, Inc.		283,791	(b,d)	3,002,509

Total				32,946,097


Paper & Forest Products (0.2%)
Schweitzer-Mauduit International, Inc.		12,271		772,091


Personal Products (0.9%)
Avon Products, Inc.		120,591		3,504,374


Pharmaceuticals (2.4%)
Hospira, Inc.		66,365	(b)	3,695,867
Mylan, Inc.		195,887	(b)	4,139,092
Shire PLC, ADR		27,381	(c)	1,981,837

Total				9,816,796


Road & Rail (2.0%)
Con-way, Inc.		89,431	(d)	3,270,492
Landstar System, Inc.		85,286		3,491,608
Ryder System, Inc.		24,395		1,284,153

Total				8,046,253


Semiconductors & Semiconductor Equipment (12.8%)
Altera Corp.		80,834	(d)	2,876,074
Analog Devices, Inc.		34,020		1,281,533
Atheros Communications, Inc.		39,875	(b,d)	1,432,310
Broadcom Corp., Class A		38,452		1,674,585
Cree, Inc.		35,128	(b,d)	2,314,584
Evergreen Solar, Inc.		426,785	(b,d)	248,816
First Solar, Inc.		37,218	(b,d)	4,843,550
Formfactor, Inc.		540,650	(b,d)	4,800,972
JA Solar Holdings Co., Ltd., ADR		121,322	(b,c,d)	839,548
LSI Corp.		328,148	(b)	1,965,607
Marvell Technology Group Ltd.		100,043	(b,c)	1,855,798
Mellanox Technologies Ltd.		174,885	(b,c)	4,576,740
MEMC Electronic Materials, Inc.		31,411	(b)	353,688
Netlogic Microsystems, Inc.		56,447	(b,d)	1,773,000
NVIDIA Corp.		119,993	(b)	1,847,892
PMC — Sierra, Inc.		1,929,481	(b,d)	16,574,241
SunPower Corp., Class A		81,642	(b,d)	1,047,467
Xilinx, Inc.		65,546	(d)	1,899,523

Total				52,205,928


Software (3.9%)
CommVault Systems, Inc.		42,556	(b)	1,217,953
NetSuite, Inc.		174,056	(b,d)	4,351,400
Red Hat, Inc.		22,026	(b)	1,005,487
Rovi Corp.		15,310	(b,d)	949,373
Salesforce.com, Inc.		13,076	(b)	1,726,032
Symantec Corp.		111,663	(b)	1,869,239
TIBCO Software, Inc.		233,880	(b)	4,609,774

Total				15,729,258


Specialty Retail (5.0%)
Abercrombie & Fitch Co., Class A		57,153		3,293,727
Dick’s Sporting Goods, Inc.		90,446	(b)	3,391,726
GameStop Corp., Class A		107,656	(b,d)	2,463,169
PetSmart, Inc.		86,777	(d)	3,455,461
Rent-A-Center, Inc.		49,164		1,587,014
Rue21, Inc.		109,882	(b,d)	3,220,641
Tiffany & Co.		30,731	(d)	1,913,619
Urban Outfitters, Inc.		28,000	(b,d)	1,002,680

Total				20,328,037


Textiles, Apparel & Luxury Goods (1.3%)
Coach, Inc.		38,983		2,156,150
Lululemon Athletica, Inc.		9,582	(b,c,d)	655,600
Phillips-Van Heusen Corp.		36,441		2,296,148

Total				5,107,898


Thrifts & Mortgage Finance (1.8%)
MGIC Investment Corp.		363,622	(b,d)	3,705,308
Radian Group, Inc.		452,441	(d)	3,651,199

Total				7,356,507


Trading Companies & Distributors (0.4%)
RSC Holdings, Inc.		167,799	(b)	1,634,362


Wireless Telecommunication Services (0.8%)
American Tower Corp., Class A		27,540	(b)	1,422,166
NII Holdings, Inc.		39,112	(b)	1,746,742

Total				3,168,908


Total Common Stocks
(Cost: $335,139,175)				$396,429,198




Money Market Fund (3.0%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		12,143,688	(e)	$12,143,688


Total Money Market Fund
(Cost: $12,143,688)				$12,143,688


Investments of Cash Collateral Received
for Securities on Loan (26.9%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Certificates of Deposit (9.6%)
Bank of Nova Scotia
05-12-11		0.280	%		$4,000,000	$4,000,000
Barclays Bank PLC
02-23-11		0.380			5,000,000	5,000,000

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 257

Portfolio of Investments (continued)

RiverSource VP – Mid Cap Growth Fund


Investments of Cash Collateral Received
for Securities on Loan (continued)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Certificates of Deposit (cont.)
Canadian Imperial Bank
01-07-11		0.300	%		$2,000,000	$2,000,000
Credit Agricole
04-21-11		0.400			2,000,050	2,000,050
Credit Industrial et Commercial
02-22-11		0.395			3,000,000	3,000,000
03-07-11		0.400			2,000,000	2,000,000
KBC Bank NV
01-24-11		0.450			2,000,000	2,000,000
Landesbank Hessen Thuringen
01-03-11		0.300			3,000,013	3,000,013
N.V. Bank Nederlandse Gemeenten
01-27-11		0.330			3,000,000	3,000,000
National Bank of Canada
03-21-11		0.400			2,000,000	2,000,000
Norinchukin Bank
01-25-11		0.330			4,000,000	4,000,000
Sumitomo Trust & Banking Co., Ltd.
02-18-11		0.345			3,000,038	3,000,038
04-21-11		0.510			2,000,000	2,000,000
Westpac Banking Corp.
05-09-11		0.290			2,000,000	2,000,000

Total						39,000,101


Commercial Paper (2.4%)
ASB Finance Ltd.
05-03-11		0.391			2,994,345	2,994,345
Ebbets Funding LLC
01-10-11		0.500			1,999,139	1,999,139
Grampian Funding LLC
01-13-11		0.280			4,998,794	4,998,794

Total						9,992,278


Other Short-Term Obligations (1.0%)
Natixis Financial Products LLC
01-03-11		0.500			4,000,000	4,000,000




Repurchase Agreements (13.9%)(f)
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$7,001,808		0.300	%		$7,000,000	$7,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,167		0.400			5,000,000	5,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$7,958,079		0.280			7,957,893	7,957,893
Morgan Stanley dated 01-21-10, matures 01-14-11, repurchase price
$7,000,953		0.350			7,000,000	7,000,000
Morgan Stanley dated 04-15-10, matures 01-31-11, repurchase price
$20,006,028		0.350			20,000,000	20,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$10,000,250		0.300			10,000,000	10,000,000

Total						56,957,893


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $109,950,272)						$109,950,272


Total Investments in Securities
(Cost: $457,233,135)						$518,523,158

Notes to Portfolio of Investments


ADR		— American Depositary Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 10.63% of net assets.

(d)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(e)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$35,278
Archer Daniels		362,928
ASB Finance Ltd		429,970
Banco Bilbao Vizcaya		1,160,686
Banco Bilbao Vizcaya Argentaria/New York NY		17,164
BP Capital Markets		215,702
BPCE		155,079
Central American Bank		1,344

258 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Mid Cap Growth Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value(a)
Commonwealth Bank of Australia		$218,355
Credit Agricole NA		358
Danske Corp		537,188
Electricite De France		889,535
European Investment Bank		1,196,892
Gdz Suez		184,768
Golden Funding Corp		12,720
Ing (US) Funding LLC		56
Natexis Banques		138,136
Nationwide Building		861,183
Natixis NY		67,199
Natixis US Finance Co		1,120
Prudential PLC		259,798
Silver Tower US Fund		3,360
Skandin Ens Banken		33,626
Societe Gen No Amer		559,715
Societe Generale NY		7,279
UBS Ag Stamford		561

Total market value of collateral securities		$7,350,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271
Government National Mortgage Association		109,545
United States Treasury Inflation Indexed Bonds		15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$4,236,891
Ginnie Mae I Pool		3,880,160

Total market value of collateral securities		$8,117,051

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 259

Portfolio of Investments (continued)

RiverSource VP – Mid Cap Growth Fund

Notes to Portfolio of Investments (continued)


Morgan Stanley (0.350%)
Security description	Value(a)
Argento Variable Fund		$430,582
Federal Home Loan Banks		3,570,025
Ginnie Mae I Pool		2,759,703
Landesbank		403,547

Total market value of collateral securities		$7,163,857



Morgan Stanley (0.350%)
Security description	Value(a)
Can Ast & Can Ltd		$198,866
Federal Home Loan Banks		2,573,290
Federal Home Loan Mortgage Corp		11,088,004
Google		6,642,430
Starbird Funding Corp		95,914

Total market value of collateral securities		$20,598,504



RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$366,530
Capital One Multi-Asset Execution Trust		1,340,986
Chase Issuance Trust		359,448
Citibank Credit Card Issuance Trust		839,707
Citibank Omni Master Trust		811,451
Discover Card Master Trust I		489,684
First Franklin Mortgage Loan Asset Backed Certificates		296,317
First National Master Note Trust		441,456
Ford Credit Auto Owner Trust		76,459
Freddie Mac Gold Pool		820,950
GS Mortgage Securities Corp II		333,580
HSBC Home Equity Loan Trust		939,005
Merrill Lynch/Countrywide Commercial Mortgage Trust		1,018,571
Nelnet Student Loan Trust		420,888
SLC Student Loan Trust		674,070
SLM Student Loan Trust		1,024,500
Structured Asset Investment Loan Trust		75,576
Wells Fargo Home Equity Trust		146,732

Total market value of collateral securities		$10,475,910

260 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Mid Cap Growth Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$396,429,198		$—		$—		$396,429,198

Total Equity Securities		396,429,198		—		—		396,429,198

Other
Affiliated Money Market Fund(c)		12,143,688		—		—		12,143,688
Investments of Cash Collateral Received for Securities on Loan		—		109,950,272		—		109,950,272

Total Other		12,143,688		109,950,272		—		122,093,960

Total		$408,572,886		$109,950,272		$—		$518,523,158


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 261

Portfolio of Investments (continued)

RiverSource VP – Mid Cap Growth Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

262 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

RiverSource VP – Mid Cap Value Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (97.8%)
Issuer	Shares			Value(a)

Aerospace & Defense (1.1%)
Goodrich Corp.		108,545		$9,559,558


Airlines (1.2%)
AMR Corp.		169,200	(b,d)	1,318,068
Delta Air Lines, Inc.		255,372	(b)	3,217,687
U.S. Airways Group, Inc.		211,756	(b,d)	2,119,678
United Continental Holdings, Inc.		158,413	(b,d)	3,773,397

Total				10,428,830


Auto Components (0.2%)
TRW Automotive Holdings Corp.		31,245	(b,d)	1,646,612


Automobiles (0.4%)
Ford Motor Co.		189,963	(b,d)	3,189,479


Building Products (0.7%)
AO Smith Corp.		159,872	(d)	6,087,926


Capital Markets (1.2%)
Artio Global Investors, Inc.		116,320	(d)	1,715,720
Invesco Ltd.		372,771		8,968,870

Total				10,684,590


Chemicals (4.9%)
Agrium, Inc.		73,447	(c,d)	6,738,762
Eastman Chemical Co.		142,088		11,946,759
Huntsman Corp.		484,739	(d)	7,566,776
Lubrizol Corp.		66,426		7,099,611
PPG Industries, Inc.		108,129	(d)	9,090,405

Total				42,442,313


Commercial Banks (6.1%)
CIT Group, Inc.		395,026	(b)	18,605,724
Comerica, Inc.		154,442	(d)	6,523,630
Cullen/Frost Bankers, Inc.		43,070	(d)	2,632,438
Fifth Third Bancorp		550,325		8,078,770
Huntington Bancshares, Inc.		429,096		2,947,890
KeyCorp		421,958		3,734,328
SunTrust Banks, Inc.		223,884	(d)	6,606,817
TCF Financial Corp.		186,907	(d)	2,768,093

Total				51,897,690


Commercial Services & Supplies (0.5%)
Ritchie Bros Auctioneers, Inc.		194,126	(c,d)	4,474,604


Computers & Peripherals (0.7%)
Western Digital Corp.		165,646	(b)	5,615,399


Construction & Engineering (3.4%)
Chicago Bridge & Iron Co. NV		248,235	(b,c)	8,166,932
Fluor Corp.		78,048	(d)	5,171,460
Foster Wheeler AG		160,220	(b,c)	5,530,794
Jacobs Engineering Group, Inc.		110,313	(b,d)	5,057,851
KBR, Inc.		157,629	(d)	4,802,956

Total				28,729,993


Construction Materials (0.6%)
Cemex SAB de CV, ADR		474,687	(b,c,d)	5,083,898


Containers & Packaging (0.2%)
Smurfit-Stone Container Corp.		57,006	(b)	1,459,354


Diversified Consumer Services (1.4%)
Apollo Group, Inc., Class A		58,076	(b)	2,293,421
Capella Education Co.		32,446	(b,d)	2,160,255
Career Education Corp.		128,646	(b,d)	2,666,832
Corinthian Colleges, Inc.		237,910	(b,d)	1,239,511
DeVry, Inc.		44,250	(d)	2,123,115
ITT Educational Services, Inc.		24,835	(b,d)	1,581,741

Total				12,064,875


Diversified Financial Services (0.3%)
Pico Holdings, Inc.		93,581	(b,d)	2,975,876


Diversified Telecommunication Services (2.2%)
CenturyLink, Inc.		102,613	(d)	4,737,642
Qwest Communications International, Inc.		782,393		5,954,011
Windstream Corp.		571,786	(d)	7,970,697

Total				18,662,350


Electric Utilities (2.0%)
Allegheny Energy, Inc.		249,953		6,058,861
Pepco Holdings, Inc.		367,187	(d)	6,701,162
Pinnacle West Capital Corp.		111,875	(d)	4,637,219

Total				17,397,242


Electrical Equipment (3.2%)
Babcock & Wilcox Co.		184,281	(b)	4,715,751
Cooper Industries PLC		278,582	(d)	16,238,544
Rockwell Automation, Inc.		91,694		6,575,377

Total				27,529,672


Electronic Equipment, Instruments & Components (1.1%)
Avnet, Inc.		293,996	(b)	9,710,688


Energy Equipment & Services (4.2%)
Cameron International Corp.		120,468	(b)	6,111,342
Helix Energy Solutions Group, Inc.		288,951	(b,d)	3,507,865
McDermott International, Inc.		543,744	(b)	11,250,063
Nabors Industries Ltd.		362,778	(b,c)	8,510,772
Noble Corp.		107,025	(c,d)	3,828,284
Oceaneering International, Inc.		42,292	(b,d)	3,113,960

Total				36,322,286


Gas Utilities (0.2%)
Questar Corp.		96,490		1,679,891


Health Care Equipment & Supplies (0.9%)
Boston Scientific Corp.		999,366	(b)	7,565,201


Health Care Providers & Services (1.8%)
CIGNA Corp.		293,953		10,776,317
Universal Health Services, Inc., Class B		114,611	(d)	4,976,410

Total				15,752,727


Hotels, Restaurants & Leisure (1.7%)
Penn National Gaming, Inc.		278,689	(b,d)	9,795,918
Royal Caribbean Cruises Ltd.		106,154	(b)	4,989,238

Total				14,785,156


Household Durables (1.3%)
DR Horton, Inc.		153,885	(d)	1,835,848
KB Home		69,051	(d)	931,498
Lennar Corp., Class A		86,511	(d)	1,622,081
Mohawk Industries, Inc.		76,586	(b,d)	4,347,022
Stanley Black & Decker, Inc.		39,899		2,668,046

Total				11,404,495


Insurance (8.1%)
AON Corp.		48,673		2,239,445
Assurant, Inc.		146,096		5,627,618
Axis Capital Holdings Ltd.		190,184		6,823,802
Everest Re Group Ltd.		79,989	(c)	6,784,667
Lincoln National Corp.		342,354		9,520,864
PartnerRe Ltd.		88,901	(c)	7,143,195
Transatlantic Holdings, Inc.		77,130		3,981,451
XL Group PLC		1,239,657		27,049,315

Total				69,170,357


IT Services (0.6%)
Computer Sciences Corp.		100,325	(d)	4,976,120


Leisure Equipment & Products (1.3%)
Hasbro, Inc.		230,972		10,897,259


Life Sciences Tools & Services (3.6%)
Agilent Technologies, Inc.		407,821	(b)	16,896,024
Life Technologies Corp.		255,149	(b)	14,160,770

Total				31,056,794


Machinery (5.3%)
AGCO Corp.		168,099	(b,d)	8,515,895
Eaton Corp.		123,961		12,583,281
Ingersoll-Rand PLC		74,260	(c)	3,496,903
Navistar International Corp.		83,416	(b,d)	4,830,621
Parker Hannifin Corp.		69,189		5,971,011
Terex Corp.		186,473	(b,d)	5,788,122
The Manitowoc Co., Inc.		313,121	(d)	4,105,016

Total				45,290,849

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 263

Portfolio of Investments (continued)

RiverSource VP – Mid Cap Value Fund


Common Stocks (continued)
Issuer	Shares			Value(a)

Media (2.2%)
Liberty Media Corp. — Starz, Series A		55,684	(b,d,f)	$3,701,872
National CineMedia, Inc.		436,134	(d)	8,683,429
Regal Entertainment Group, Class A		518,449	(d)	6,086,591

Total				18,471,892


Metals & Mining (2.1%)
Cliffs Natural Resources, Inc.		42,694		3,330,559
Freeport-McMoRan Copper & Gold, Inc.		75,890		9,113,630
Steel Dynamics, Inc.		166,717		3,050,921
United States Steel Corp.		36,861	(d)	2,153,420

Total				17,648,530


Multiline Retail (2.6%)
Macy’s, Inc.		534,336		13,518,701
Nordstrom, Inc.		205,285	(d)	8,699,978

Total				22,218,679


Multi-Utilities (3.4%)
CenterPoint Energy, Inc.		412,901		6,490,804
DTE Energy Co.		191,226	(d)	8,666,362
Sempra Energy		98,407		5,164,399
Wisconsin Energy Corp.		148,836		8,760,487

Total				29,082,052


Oil, Gas & Consumable Fuels (7.0%)
Alpha Natural Resources, Inc.		166,541	(b)	9,997,456
El Paso Corp.		448,154		6,166,599
Enbridge, Inc.		196,156	(c)	11,063,198
EQT Corp.		84,282		3,779,205
Newfield Exploration Co.		206,853	(b,d)	14,916,170
Pioneer Natural Resources Co.		34,924		3,032,102
QEP Resources, Inc.		50,090		1,818,768
Southwestern Energy Co.		58,538	(b)	2,191,077
Ultra Petroleum Corp.		39,524	(b,d)	1,888,061
Whiting Petroleum Corp.		41,578	(b)	4,872,526

Total				59,725,162


Paper & Forest Products (1.2%)
Domtar Corp.		61,973	(c)	4,704,990
Louisiana-Pacific Corp.		611,246	(b,d)	5,782,387

Total				10,487,377


Pharmaceuticals (4.0%)
Forest Laboratories, Inc.		249,092	(b)	7,965,962
Hospira, Inc.		73,546	(b)	4,095,777
Mylan, Inc.		705,292	(b)	14,902,820
Watson Pharmaceuticals, Inc.		141,195	(b,d)	7,292,722

Total				34,257,281


Real Estate Investment Trusts (REITs) (2.8%)
AvalonBay Communities, Inc.		25,840		2,908,292
Boston Properties, Inc.		25,695		2,212,340
Equity Residential		63,312	(d)	3,289,058
Pebblebrook Hotel Trust		97,593		1,983,090
ProLogis		421,399		6,085,002
Rayonier, Inc.		71,620	(d)	3,761,482
Ventas, Inc.		74,981	(d)	3,935,003

Total				24,174,267


Road & Rail (1.7%)
Con-way, Inc.		49,872	(d)	1,823,819
JB Hunt Transport Services, Inc.		31,889	(d)	1,301,390
Kansas City Southern		170,517	(b,d)	8,160,944
Knight Transportation, Inc.		29,951	(d)	569,069
Landstar System, Inc.		26,648	(d)	1,090,969
Old Dominion Freight Line, Inc.		34,900	(b,d)	1,116,451
Werner Enterprises, Inc.		38,568	(d)	871,637

Total				14,934,279


Semiconductors & Semiconductor Equipment (2.8%)
LSI Corp.		2,840,532	(b)	17,014,786
Microchip Technology, Inc.		133,103	(d)	4,553,454
NXP Semiconductor NV		128,347	(b,c)	2,686,303

Total				24,254,543


Software (2.8%)
Autodesk, Inc.		116,103	(b,d)	4,435,135
BMC Software, Inc.		146,053	(b,d)	6,884,938
Check Point Software Technologies Ltd.		270,580	(b,c)	12,517,031

Total				23,837,104


Specialty Retail (0.7%)
Abercrombie & Fitch Co., Class A		108,565		6,256,601


Textiles, Apparel & Luxury Goods (0.9%)
VF Corp.		85,711	(d)	7,386,574


Tobacco (3.0%)
Lorillard, Inc.		313,278		25,707,593


Wireless Telecommunication Services (0.2%)
Sprint Nextel Corp.		347,498	(b,d)	1,469,917


Total Common Stocks
(Cost: $684,011,552)				$838,453,935




Money Market Fund (2.7%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		22,881,343	(e)	$22,881,343


Total Money Market Fund
(Cost: $22,881,343)				$22,881,343


Investments of Cash Collateral Received
for Securities on Loan (11.9%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Certificates of Deposit (4.8%)
Credit Industrial et Commercial
02-22-11		0.395	%		$4,000,000	$4,000,000
Development Bank of Singapore Ltd.
01-25-11		0.310			5,000,000	5,000,000
DZ Bank AG
01-18-11		0.330			3,000,000	3,000,000
02-10-11		0.400			2,000,000	2,000,000
KBC Bank NV
01-20-11		0.450			5,000,000	5,000,000
Landesbank Hessen Thuringen
01-03-11		0.300			3,000,013	3,000,013
Mitsubishi UFJ Trust and Banking Corp.
02-22-11		0.320			5,000,000	5,000,000
Norinchukin Bank
01-25-11		0.330			5,000,000	5,000,000
Sumitomo Trust & Banking Co., Ltd.
02-18-11		0.345			4,000,051	4,000,051
United Overseas Bank Ltd.
01-18-11		0.330			5,000,000	5,000,000

Total						41,000,064


Commercial Paper (0.2%)
Suncorp Metway Ltd.
01-10-11		0.400			1,999,267	1,999,267


Other Short-Term Obligations (0.2%)
Natixis Financial Products LLC
01-03-11		0.500			2,000,000	2,000,000


	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements (6.7%)(g)
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$5,001,292		0.300	%		$5,000,000	$5,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$20,000,667		0.400			20,000,000	20,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$2,947,932		0.280			2,947,863	2,947,863
Merrill Lynch Government Securities Income dated 12-31-10, matures 01-03-11, repurchase price
$7,000,146		0.250			7,000,000	7,000,000
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$13,000,271		0.250			13,000,000	13,000,000
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,208		0.500			5,000,000	5,000,000

See accompanying Notes to Portfolio of Investments.

264 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Mid Cap Value Fund


Investments of Cash Collateral Received
for Securities on Loan (continued)
	Effective			Principal
Issuer	yield			amount		Value(a)


Repurchase Agreements (cont.)
Natixis Financial Products, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$4,000,117		0.350	%		$4,000,000	$4,000,000

Total						56,947,863


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $101,947,194)						$101,947,194


Total Investments in Securities
(Cost: $808,840,089)						$963,282,472

Notes to Portfolio of Investments


ADR — American Depositary Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 10.58% of net assets.

(d)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(e)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(f)		Shareholders of tracking stocks have a financial interest only in a unit or division of the company. Unlike the common stock of the company itself, a tracking stock usually has limited or no voting rights. In the event of a company’s liquidation, tracking stock shareholders typically do not have a legal claim on the company’s assets.

(g)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$25,198
Archer Daniels		259,234
ASB Finance Ltd		307,122
Banco Bilbao Vizcaya		829,061
Banco Bilbao Vizcaya Argentaria/New York NY		12,260
BP Capital Markets		154,073
BPCE		110,771
Central American Bank		960
Commonwealth Bank of Australia		155,968
Credit Agricole NA		255
Danske Corp		383,706
Electricite De France		635,382
European Investment Bank		854,923
Gdz Suez		131,977
Golden Funding Corp		9,086
Ing (US) Funding LLC		40
Natexis Banques		98,669
Nationwide Building		615,131

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 265

Portfolio of Investments (continued)

RiverSource VP – Mid Cap Value Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value(a)
Natixis NY		$47,999
Natixis US Finance Co		800
Prudential PLC		185,570
Silver Tower US Fund		2,400
Skandin Ens Banken		24,018
Societe Gen No Amer		399,797
Societe Generale NY		5,199
UBS Ag Stamford		401

Total market value of collateral securities		$5,250,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$640,621
Fannie Mae Pool		1,749,575
Fannie Mae Principal Strip		20,923
Fannie Mae REMICS		1,172,793
Federal Farm Credit Bank		1,090,740
Federal Home Loan Banks		1,954,149
Federal Home Loan Mortgage Corp		146,612
Federal National Mortgage Association		1,694,384
FHLMC Structured Pass Through Securities		693,595
Freddie Mac Non Gold Pool		1,679,437
Freddie Mac Reference REMIC		11,303
Freddie Mac REMICS		1,030,785
Freddie Mac Strips		303,969
Ginnie Mae I Pool		196,471
Ginnie Mae II Pool		1,089,082
Government National Mortgage Association		438,180
United States Treasury Inflation Indexed Bonds		60,229
United States Treasury Note/Bond		4,786,099
United States Treasury Strip Coupon		1,430,544
United States Treasury Strip Principal		210,509

Total market value of collateral securities		$20,400,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$1,569,483
Ginnie Mae I Pool		1,437,338

Total market value of collateral securities		$3,006,821



Merrill Lynch Government Securities Income (0.250%)
Security description	Value(a)
Fannie Mae REMICS		$1,344,448
Freddie Mac REMICS		5,795,564

Total market value of collateral securities		$7,140,012

266 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Mid Cap Value Fund

Notes to Portfolio of Investments (continued)


Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value(a)
Federal Home Loan Banks		$1,203,351
Federal Home Loan Mortgage Corp		700,625
Federal National Mortgage Association		779,790
Government National Mortgage Association		10,576,272

Total market value of collateral securities		$13,260,038



Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000



Natixis Financial Products, Inc. (0.350%)
Security description	Value(a)
Fannie Mae Interest Strip		$183,560
Fannie Mae Pool		72,465
Fannie Mae REMICS		1,406,953
Freddie Mac Gold Pool		14,758
Freddie Mac Non Gold Pool		18,984
Freddie Mac REMICS		1,639,991
Freddie Mac Strips		136,614
Government National Mortgage Association		16,935
United States Treasury Note/Bond		589,859

Total market value of collateral securities		$4,080,119

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 267

Portfolio of Investments (continued)

RiverSource VP – Mid Cap Value Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

Inputs that are used in determining fair value of an investment may include price information, credit data, volatility statistics, and other factors. These inputs can be either observable or unobservable. The availability of observable inputs can vary between n investments, and is affected by various factors such as the type of investment, and the volume and level of activity for that investment or similar investments in the marketplace. The inputs will be considered by the Fund Administrator, along with any other relevant factors in the calculation of an investment’s fair value. The Fund uses prices and inputs that are current as of the measurement date, which may include periods of market dislocations. During these periods, the availability of prices and inputs may be reduced for many investments. This condition could cause an investment to be reclassified between the various levels within the hierarchy.

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$838,453,935		$—		$—		$838,453,935

Total Equity Securities		838,453,935		—		—		838,453,935

Other
Affiliated Money Market Fund(c)		22,881,343		—		—		22,881,343
Investments of Cash Collateral Received for Securities on Loan		—		101,947,194		—		101,947,194

Total Other		22,881,343		101,947,194		—		124,828,537

Total		$861,335,278		$101,947,194		$—		$963,282,472


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

268 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Mid Cap Value Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 269

Portfolio of Investments

RiverSource VP – S&P 500 Index Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (98.9%)
Issuer	Shares			Value(a)

Aerospace & Defense (2.6%)
General Dynamics Corp.		7,089	(d)	$503,035
Goodrich Corp.		2,350		206,965
Honeywell International, Inc.		14,585		775,339
ITT Corp.		3,436		179,050
L-3 Communications Holdings, Inc.		2,130	(d)	150,144
Lockheed Martin Corp.		5,515		385,554
Northrop Grumman Corp.		5,451		353,116
Precision Castparts Corp.		2,676	(d)	372,526
Raytheon Co.		6,804		315,297
Rockwell Collins, Inc.		2,934		170,935
The Boeing Co.		13,714		894,975
United Technologies Corp.		17,273		1,359,730

Total				5,666,666


Air Freight & Logistics (1.1%)
CH Robinson Worldwide, Inc.		3,131	(d)	251,075
Expeditors International of Washington, Inc.		3,958		216,107
FedEx Corp.		5,909	(d)	549,596
United Parcel Service, Inc., Class B		18,510		1,343,456

Total				2,360,234


Airlines (0.1%)
Southwest Airlines Co.		13,973	(d)	181,370


Auto Components (0.2%)
Johnson Controls, Inc.		12,606		481,549
The Goodyear Tire & Rubber Co.		4,542	(b,d)	53,823

Total				535,372


Automobiles (0.6%)
Ford Motor Co.		70,097	(b,d)	1,176,928
Harley-Davidson, Inc.		4,407	(d)	152,791

Total				1,329,719


Beverages (2.5%)
Brown-Forman Corp., Class B		1,939	(d)	134,993
Coca-Cola Enterprises, Inc.		6,330	(d)	158,440
Constellation Brands, Inc., Class A		3,358	(b)	74,380
Dr Pepper Snapple Group, Inc.		4,271	(d)	150,168
Molson Coors Brewing Co., Class B		2,981	(d)	149,616
PepsiCo, Inc.		29,664		1,937,949
The Coca-Cola Co.		43,442		2,857,181

Total				5,462,727


Biotechnology (1.3%)
Amgen, Inc.		17,676	(b)	970,412
Biogen Idec, Inc.		4,441	(b,d)	297,769
Celgene Corp.		8,791	(b)	519,900
Cephalon, Inc.		1,422	(b,d)	87,766
Genzyme Corp.		4,834	(b)	344,181
Gilead Sciences, Inc.		15,203	(b)	550,957

Total				2,770,985


Building Products (—%)
Masco Corp.		6,701		84,835


Capital Markets (2.5%)
Ameriprise Financial, Inc.		4,653	(g)	267,780
E*Trade Financial Corp.		3,733	(b,d)	59,728
Federated Investors, Inc., Class B		1,705	(d)	44,620
Franklin Resources, Inc.		2,711		301,490
Invesco Ltd.		8,649		208,095
Janus Capital Group, Inc.		3,451	(d)	44,759
Legg Mason, Inc.		2,881	(d)	104,494
Morgan Stanley		28,306		770,207
Northern Trust Corp.		4,537	(d)	251,395
State Street Corp.		9,413	(e)	436,198
T Rowe Price Group, Inc.		4,812	(d)	310,566
The Bank of New York Mellon Corp.		23,197		700,550
The Charles Schwab Corp.		18,568	(d)	317,698
The Goldman Sachs Group, Inc.		9,592		1,612,992

Total				5,430,572


Chemicals (2.1%)
Air Products & Chemicals, Inc.		3,995		363,345
Airgas, Inc.		1,417		88,506
CF Industries Holdings, Inc.		1,339		180,966
Eastman Chemical Co.		1,370	(d)	115,190
Ecolab, Inc.		4,363		219,982
EI du Pont de Nemours & Co.		17,072		851,551
FMC Corp.		1,373		109,689
International Flavors & Fragrances, Inc.		1,508		83,830
Monsanto Co.		10,056		700,300
PPG Industries, Inc.		3,071	(d)	258,179
Praxair, Inc.		5,722	(d)	546,279
Sigma-Aldrich Corp.		2,266	(d)	150,825
The Dow Chemical Co.		21,718		741,453
The Sherwin-Williams Co.		1,671		139,946

Total				4,550,041


Commercial Banks (3.0%)
BB&T Corp.		12,995		341,639
Comerica, Inc.		3,303	(d)	139,519
Fifth Third Bancorp		14,920		219,026
First Horizon National Corp.		4,876	(b,d)	57,437
Huntington Bancshares, Inc.		16,157		110,999
KeyCorp		16,462		145,689
M&T Bank Corp.		2,239		194,905
Marshall & Ilsley Corp.		9,903		68,529
PNC Financial Services Group, Inc.		9,823		596,453
Regions Financial Corp.		23,503		164,521
SunTrust Banks, Inc.		9,332	(d)	275,387
U.S. Bancorp		35,923	(d)	968,842
Wells Fargo & Co.		98,212		3,043,589
Zions Bancorporation		3,327		80,613

Total				6,407,148


Commercial Services & Supplies (0.5%)
Avery Dennison Corp.		2,044		86,543
Cintas Corp.		2,356		65,874
Iron Mountain, Inc.		3,741		93,562
Pitney Bowes, Inc.		3,794	(d)	91,739
Republic Services, Inc.		5,735		171,247
RR Donnelley & Sons Co.		3,882		67,819
Stericycle, Inc.		1,618	(b,d)	130,929
Waste Management, Inc.		8,924		329,027

Total				1,036,740


Communications Equipment (2.2%)
Cisco Systems, Inc.		103,742	(b)	2,098,701
F5 Networks, Inc.		1,500	(b)	195,240
Harris Corp.		2,421	(d)	109,671
JDS Uniphase Corp.		4,173	(b,d)	60,425
Juniper Networks, Inc.		9,807	(b,d)	362,074
Motorola Solutions, Inc.		43,985	(b)	398,944
QUALCOMM, Inc.		30,281		1,498,607
Tellabs, Inc.		6,918		46,904

Total				4,770,566


Computers & Peripherals (4.4%)
Apple, Inc.		17,158	(b,e)	5,534,485
Dell, Inc.		31,420	(b)	425,741
EMC Corp.		38,551	(b)	882,818
Hewlett-Packard Co.		42,441		1,786,766
Lexmark International, Inc., Class A		1,488	(b)	51,812
NetApp, Inc.		6,742	(b,d)	370,540
QLogic Corp.		1,997	(b)	33,989
SanDisk Corp.		4,411	(b)	219,932
Western Digital Corp.		4,278	(b)	145,024

Total				9,451,107


Construction & Engineering (0.2%)
Fluor Corp.		3,339	(d)	221,242
Jacobs Engineering Group, Inc.		2,364	(b,d)	108,389
Quanta Services, Inc.		4,030	(b,d)	80,278

Total				409,909

See accompanying Notes to Portfolio of Investments.

270 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Common Stocks (continued)
Issuer	Shares			Value(a)

Construction Materials (—%)
Vulcan Materials Co.		2,412	(d)	$106,996


Consumer Finance (0.7%)
American Express Co.		19,614		841,833
Capital One Financial Corp.		8,527		362,909
Discover Financial Services		10,196		188,932
SLM Corp.		9,103	(b)	114,607

Total				1,508,281


Containers & Packaging (0.2%)
Ball Corp.		1,649	(d)	112,215
Bemis Co., Inc.		2,043	(d)	66,724
Owens-Illinois, Inc.		3,052	(b)	93,696
Sealed Air Corp.		3,008	(d)	76,554

Total				349,189


Distributors (0.1%)
Genuine Parts Co.		2,973		152,634


Diversified Consumer Services (0.1%)
Apollo Group, Inc., Class A		2,388	(b)	94,302
DeVry, Inc.		1,173	(d)	56,281
H&R Block, Inc.		5,775	(d)	68,780

Total				219,363


Diversified Financial Services (4.2%)
Bank of America Corp.		188,721		2,517,538
Citigroup, Inc.		543,617	(b)	2,571,308
CME Group, Inc.		1,268		407,979
IntercontinentalExchange, Inc.		1,344	(b,d)	160,138
JPMorgan Chase & Co.		73,159		3,103,405
Leucadia National Corp.		3,664	(d)	106,916
Moody’s Corp.		3,796		100,746
NYSE Euronext		4,897		146,812
The NASDAQ OMX Group, Inc.		2,813	(b,d)	66,696

Total				9,181,538


Diversified Telecommunication Services (2.8%)
AT&T, Inc.		110,575		3,248,693
CenturyLink, Inc.		5,685	(d)	262,476
Frontier Communications Corp.		18,606		181,036
Qwest Communications International, Inc.		32,591		248,018
Verizon Communications, Inc.		52,918		1,893,406
Windstream Corp.		9,058	(d)	126,269

Total				5,959,898


Electric Utilities (1.8%)
Allegheny Energy, Inc.		3,171		76,865
American Electric Power Co., Inc.		8,973		322,849
Duke Energy Corp.		24,776		441,261
Edison International		6,111	(d)	235,885
Entergy Corp.		3,396		240,539
Exelon Corp.		12,373	(d)	515,212
FirstEnergy Corp.		5,701	(d)	211,051
NextEra Energy, Inc.		7,777		404,326
Northeast Utilities		3,288		104,821
Pepco Holdings, Inc.		4,185	(d)	76,376
Pinnacle West Capital Corp.		2,015	(d)	83,522
PPL Corp.		9,042		237,985
Progress Energy, Inc.		5,461		237,444
Southern Co.		15,692		599,905

Total				3,788,041


Electrical Equipment (0.5%)
Emerson Electric Co.		14,067		804,210
Rockwell Automation, Inc.		2,670	(d)	191,466
Roper Industries, Inc.		1,779		135,969

Total				1,131,645


Electronic Equipment, Instruments & Components (0.4%)
Amphenol Corp., Class A		3,288		173,541
Corning, Inc.		29,234	(d)	564,800
FLIR Systems, Inc.		2,949	(b,d)	87,733
Jabil Circuit, Inc.		3,673		73,791
Molex, Inc.		2,581		58,640

Total				958,505


Energy Equipment & Services (2.1%)
Baker Hughes, Inc.		8,082	(d)	462,048
Cameron International Corp.		4,530	(b)	229,807
Diamond Offshore Drilling, Inc.		1,312		87,733
FMC Technologies, Inc.		2,240	(b,d)	199,158
Halliburton Co.		17,002		694,192
Helmerich & Payne, Inc.		1,971	(d)	95,554
Nabors Industries Ltd.		5,365	(b,c)	125,863
National Oilwell Varco, Inc.		7,840		527,240
Rowan Companies, Inc.		2,340	(b)	81,689
Schlumberger Ltd.		25,516		2,130,587

Total				4,633,871


Food & Staples Retailing (2.3%)
Costco Wholesale Corp.		8,090	(d)	584,179
CVS Caremark Corp.		25,443		884,653
Safeway, Inc.		6,968	(d)	156,710
SUPERVALU, Inc.		3,955	(d)	38,087
SYSCO Corp.		10,947		321,842
The Kroger Co.		11,955		267,314
Walgreen Co.		17,320		674,787
Wal-Mart Stores, Inc.		36,648		1,976,426
Whole Foods Market, Inc.		2,762	(b)	139,730

Total				5,043,728


Food Products (1.7%)
Archer-Daniels-Midland Co.		11,960		359,757
Campbell Soup Co.		3,584	(d)	124,544
ConAgra Foods, Inc.		8,235	(d)	185,946
Dean Foods Co.		3,409	(b)	30,136
General Mills, Inc.		11,963		425,763
HJ Heinz Co.		5,984	(d)	295,969
Hormel Foods Corp.		1,293		66,279
Kellogg Co.		4,749		242,579
Kraft Foods, Inc., Class A		32,706		1,030,565
McCormick & Co., Inc.		2,494		116,046
Mead Johnson Nutrition Co.		3,840		239,040
Sara Lee Corp.		11,986		209,875
The Hershey Co.		2,917		137,537
The JM Smucker Co.		2,235		146,728
Tyson Foods, Inc., Class A		5,570		95,915

Total				3,706,679


Gas Utilities (0.1%)
Nicor, Inc.		831		41,484
Oneok, Inc.		1,982		109,941

Total				151,425


Health Care Equipment & Supplies (1.6%)
Baxter International, Inc.		10,929		553,226
Becton Dickinson and Co.		4,295	(d)	363,013
Boston Scientific Corp.		28,445	(b)	215,329
CareFusion Corp.		4,190	(b,d)	107,683
CR Bard, Inc.		1,743		159,955
DENTSPLY International, Inc.		2,635	(d)	90,038
Intuitive Surgical, Inc.		725	(b)	186,869
Medtronic, Inc.		20,203		749,329
St. Jude Medical, Inc.		6,412	(b)	274,113
Stryker Corp.		6,376	(d)	342,391
Varian Medical Systems, Inc.		2,222	(b,d)	153,940
Zimmer Holdings, Inc.		3,719	(b)	199,636

Total				3,395,522


Health Care Providers & Services (1.9%)
Aetna, Inc.		7,512		229,191
AmerisourceBergen Corp.		5,162	(d)	176,127
Cardinal Health, Inc.		6,523		249,896
CIGNA Corp.		5,069		185,830
Coventry Health Care, Inc.		2,797	(b)	73,841
DaVita, Inc.		1,806	(b)	125,499
Express Scripts, Inc.		9,850	(b)	532,393
Humana, Inc.		3,169	(b)	173,471
Laboratory Corp. of America Holdings		1,899	(b,d)	166,960
McKesson Corp.		4,723		332,405
Medco Health Solutions, Inc.		7,938	(b,d)	486,361
Patterson Companies, Inc.		1,797	(d)	55,042
Quest Diagnostics, Inc.		2,631		141,995
Tenet Healthcare Corp.		9,091	(b)	60,819
UnitedHealth Group, Inc.		20,568		742,710
WellPoint, Inc.		7,375	(b)	419,343

Total				4,151,883


Health Care Technology (0.1%)
Cerner Corp.		1,346	(b,d)	127,520


Hotels, Restaurants & Leisure (1.7%)
Carnival Corp. Unit		8,040		370,724
Darden Restaurants, Inc.		2,612	(d)	121,301
International Game Technology		5,569	(d)	98,516
Marriott International, Inc., Class A		5,398	(d)	224,233
McDonald’s Corp.		19,768		1,517,391
Starbucks Corp.		13,869	(d)	445,611
Starwood Hotels & Resorts Worldwide, Inc.		3,567		216,802
Wyndham Worldwide Corp.		3,282		98,329

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 271

Portfolio of Investments (continued) RiverSource VP – S&P 500 Index Fund


Common Stocks (continued)
Issuer	Shares			Value(a)


Hotels, Restaurants & Leisure (cont.)
Wynn Resorts Ltd.		1,426	(d)	$148,076
Yum! Brands, Inc.		8,792		431,248

Total				3,672,231


Household Durables (0.4%)
DR Horton, Inc.		5,228	(d)	62,370
Fortune Brands, Inc.		2,833	(d)	170,688
Harman International Industries, Inc.		1,318	(b)	61,023
Leggett & Platt, Inc.		2,765		62,931
Lennar Corp., Class A		2,969	(d)	55,669
Newell Rubbermaid, Inc.		5,442		98,936
Pulte Group, Inc.		6,279	(b,d)	47,218
Stanley Black & Decker, Inc.		3,088		206,495
Whirlpool Corp.		1,443	(d)	128,182

Total				893,512


Household Products (2.2%)
Clorox Co.		2,613		165,351
Colgate-Palmolive Co.		9,041	(d)	726,625
Kimberly-Clark Corp.		7,612		479,860
The Procter & Gamble Co.		52,394		3,370,506

Total				4,742,342


Independent Power Producers & Energy Traders (0.2%)
Constellation Energy Group, Inc.		3,756		115,046
NRG Energy, Inc.		4,643	(b,d)	90,724
The AES Corp.		12,391	(b)	150,923

Total				356,693


Industrial Conglomerates (2.5%)
3M Co.		13,402		1,156,593
General Electric Co.		199,370		3,646,477
Textron, Inc.		5,152	(d)	121,793
Tyco International Ltd.		9,175		380,212

Total				5,305,075


Insurance (3.9%)
ACE Ltd.		6,375	(c)	396,844
Aflac, Inc.		8,816		497,487
American International Group, Inc.		2,633	(b,d)	151,713
AON Corp.		6,183		284,480
Assurant, Inc.		1,982		76,347
Berkshire Hathaway, Inc., Class B		32,374	(b)	2,593,480
Chubb Corp.		5,705	(d)	340,246
Cincinnati Financial Corp.		3,036	(d)	96,211
Genworth Financial, Inc., Class A		9,157	(b)	120,323
Hartford Financial Services Group, Inc.		8,338		220,874
Lincoln National Corp.		5,949		165,442
Loews Corp.		5,919		230,308
Marsh & McLennan Companies, Inc.		10,166	(d)	277,938
MetLife, Inc.		16,983		754,725
Principal Financial Group, Inc.		5,974		194,513
Prudential Financial, Inc.		9,077		532,911
The Allstate Corp.		10,063		320,808
The Progressive Corp.		12,402	(d)	246,428
The Travelers Companies, Inc.		8,599		479,050
Torchmark Corp.		1,523		90,984
Unum Group		5,949		144,085
XL Group PLC		6,035		131,684

Total				8,346,881


Internet & Catalog Retail (0.8%)
Amazon.com, Inc.		6,612	(b)	1,190,160
Expedia, Inc.		3,764	(d)	94,439
NetFlix, Inc.		800	(b,d)	140,560
priceline.com, Inc.		896	(b)	357,997

Total				1,783,156


Internet Software & Services (1.9%)
Akamai Technologies, Inc.		3,398	(b)	159,876
eBay, Inc.		21,469	(b)	597,482
Google, Inc., Class A		4,662	(b)	2,769,089
Monster Worldwide, Inc.		2,435	(b,d)	57,539
VeriSign, Inc.		3,196		104,413
Yahoo!, Inc.		24,408	(b,d)	405,905

Total				4,094,304


IT Services (3.0%)
Automatic Data Processing, Inc.		9,223		426,840
Cognizant Technology Solutions Corp., Class A		5,683	(b,d)	416,507
Computer Sciences Corp.		2,914	(d)	144,534
Fidelity National Information Services, Inc.		4,954		135,690
Fiserv, Inc.		2,787	(b,d)	163,207
IBM Corp.		23,254		3,412,757
Mastercard, Inc., Class A		1,796		402,502
Paychex, Inc.		6,044	(d)	186,820
SAIC, Inc.		5,502	(b)	87,262
Teradata Corp.		3,112	(b)	128,090
The Western Union Co.		12,251		227,501
Total System Services, Inc.		3,046		46,847
Visa, Inc., Class A		9,118		641,725

Total				6,420,282


Leisure Equipment & Products (0.1%)
Hasbro, Inc.		2,540		119,837
Mattel, Inc.		6,730	(d)	171,144

Total				290,981


Life Sciences Tools & Services (0.5%)
Agilent Technologies, Inc.		6,467	(b)	267,928
Life Technologies Corp.		3,482	(b)	193,251
PerkinElmer, Inc.		2,198		56,752
Thermo Fisher Scientific, Inc.		7,461	(b)	413,041
Waters Corp.		1,692	(b)	131,485

Total				1,062,457


Machinery (2.3%)
Caterpillar, Inc.		11,881		1,112,774
Cummins, Inc.		3,696		406,597
Danaher Corp.		10,052		474,153
Deere & Co.		7,927		658,337
Dover Corp.		3,508	(d)	205,043
Eaton Corp.		3,141		318,843
Flowserve Corp.		1,034		123,273
Illinois Tool Works, Inc.		9,303		496,780
Ingersoll-Rand PLC		6,050	(c,d)	284,895
PACCAR, Inc.		6,834	(d)	392,408
Pall Corp.		2,132	(d)	105,705
Parker Hannifin Corp.		3,002		259,073
Snap-On, Inc.		1,092		61,785

Total				4,899,666


Media (3.1%)
Cablevision Systems Corp., Class A		4,500	(d)	152,280
CBS Corp., Class B		12,761		243,097
Comcast Corp., Class A		52,214		1,147,142
DIRECTV, Class A		15,593	(b)	622,628
Discovery Communications, Inc., Class A		5,322	(b,d)	221,927
Gannett Co., Inc.		4,462		67,332
Meredith Corp.		661	(d)	22,904
News Corp., Class A		42,728	(d)	622,120
Omnicom Group, Inc.		5,636		258,129
Scripps Networks Interactive, Inc., Class A		1,665		86,164
The Interpublic Group of Companies, Inc.		9,150	(b)	97,173
The McGraw-Hill Companies, Inc.		5,752		209,430
The Walt Disney Co.		35,435		1,329,167
The Washington Post Co., Class B		126		55,377
Time Warner Cable, Inc.		6,648		438,967
Time Warner, Inc.		20,734		667,013
Viacom, Inc., Class B		11,297		447,474

Total				6,688,324


Metals & Mining (1.2%)
AK Steel Holding Corp.		2,043	(d)	33,444
Alcoa, Inc.		19,107		294,057
Allegheny Technologies, Inc.		1,868	(d)	103,076
Cliffs Natural Resources, Inc.		2,539		198,067
Freeport-McMoRan Copper & Gold, Inc.		8,807		1,057,633
Newmont Mining Corp.		9,222		566,507
Nucor Corp.		5,911		259,020
Titanium Metals Corp.		1,673	(b)	28,742
United States Steel Corp.		2,695	(d)	157,442

Total				2,697,988

See accompanying Notes to Portfolio of Investments.

272 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Common Stocks (continued)
Issuer	Shares			Value(a)

Multiline Retail (0.8%)
Big Lots, Inc.		1,429	(b,d)	$43,527
Family Dollar Stores, Inc.		2,334	(d)	116,023
JC Penney Co., Inc.		4,419	(d)	142,778
Kohl’s Corp.		5,482	(b)	297,892
Macy’s, Inc.		7,921	(d)	200,401
Nordstrom, Inc.		3,138	(d)	132,988
Sears Holdings Corp.		817	(b,d)	60,254
Target Corp.		13,245		796,423

Total				1,790,286


Multi-Utilities (1.3%)
Ameren Corp.		4,465	(d)	125,868
CenterPoint Energy, Inc.		7,898		124,157
CMS Energy Corp.		4,589	(d)	85,355
Consolidated Edison, Inc.		5,433	(d)	269,314
Dominion Resources, Inc.		10,857		463,810
DTE Energy Co.		3,157	(d)	143,075
Integrys Energy Group, Inc.		1,453		70,485
NiSource, Inc.		5,196	(d)	91,554
PG&E Corp.		7,345		351,385
Public Service Enterprise Group, Inc.		9,484	(d)	301,686
SCANA Corp.		2,101		85,301
Sempra Energy		4,497		236,003
TECO Energy, Inc.		4,042	(d)	71,948
Wisconsin Energy Corp.		2,197	(d)	129,315
Xcel Energy, Inc.		8,628		203,189

Total				2,752,445


Office Electronics (0.1%)
Xerox Corp.		25,980		299,290


Oil, Gas & Consumable Fuels (9.8%)
Anadarko Petroleum Corp.		9,276		706,460
Apache Corp.		7,170		854,879
Cabot Oil & Gas Corp.		1,937	(d)	73,315
Chesapeake Energy Corp.		12,241	(d)	317,164
Chevron Corp.		37,662		3,436,657
ConocoPhillips		27,492		1,872,204
Consol Energy, Inc.		4,211	(d)	205,244
Denbury Resources, Inc.		7,467	(b)	142,545
Devon Energy Corp.		8,062		632,948
El Paso Corp.		13,202	(d)	181,660
EOG Resources, Inc.		4,743		433,558
EQT Corp.		2,814	(d)	126,180
Exxon Mobil Corp.		94,356		6,899,310
Hess Corp.		5,614		429,696
Marathon Oil Corp.		13,266		491,240
Massey Energy Co.		1,888		101,291
Murphy Oil Corp.		3,596	(d)	268,082
Newfield Exploration Co.		2,500	(b)	180,275
Noble Energy, Inc.		3,259	(d)	280,535
Occidental Petroleum Corp.		15,191		1,490,236
Peabody Energy Corp.		5,066		324,123
Pioneer Natural Resources Co.		2,163		187,792
QEP Resources, Inc.		3,275		118,915
Range Resources Corp.		2,984	(d)	134,220
Southwestern Energy Co.		6,512	(b)	243,744
Spectra Energy Corp.		12,123	(d)	302,954
Sunoco, Inc.		2,261		91,141
Tesoro Corp.		2,679	(b,d)	49,669
The Williams Companies, Inc.		10,937		270,363
Valero Energy Corp.		10,615		245,419

Total				21,091,819


Paper & Forest Products (0.1%)
International Paper Co.		8,182	(d)	222,877
MeadWestvaco Corp.		3,147	(d)	82,326

Total				305,203


Personal Products (0.2%)
Avon Products, Inc.		8,033		233,439
The Estee Lauder Companies, Inc., Class A		2,123		171,326

Total				404,765


Pharmaceuticals (5.5%)
Abbott Laboratories		28,929		1,385,988
Allergan, Inc.		5,750		394,853
Bristol-Myers Squibb Co.		32,036		848,313
Eli Lilly & Co.		19,000		665,760
Forest Laboratories, Inc.		5,323	(b)	170,230
Hospira, Inc.		3,120	(b)	173,753
Johnson & Johnson		51,409		3,179,646
Merck & Co., Inc.		57,674		2,078,571
Mylan, Inc.		8,139	(b)	171,977
Pfizer, Inc.		149,906		2,624,854
Watson Pharmaceuticals, Inc.		2,339	(b)	120,809

Total				11,814,754


Professional Services (0.1%)
Dun & Bradstreet Corp.		934		76,672
Equifax, Inc.		2,334		83,090
Robert Half International, Inc.		2,776	(d)	84,946

Total				244,708


Real Estate Investment Trusts (REITs) (1.5%)
Apartment Investment & Management Co., Class A		2,197		56,770
AvalonBay Communities, Inc.		1,608		180,980
Boston Properties, Inc.		2,612		224,893
Equity Residential		5,347	(d)	277,777
HCP, Inc.		6,802	(d)	250,246
Health Care REIT, Inc.		2,740	(d)	130,534
Host Hotels & Resorts, Inc.		12,469		222,821
Kimco Realty Corp.		7,583	(d)	136,797
Plum Creek Timber Co., Inc.		3,006	(d)	112,575
ProLogis		10,666		154,017
Public Storage		2,633	(d)	267,039
Simon Property Group, Inc.		5,481		545,304
Ventas, Inc.		2,964	(d)	155,551
Vornado Realty Trust		3,064	(d)	255,323
Weyerhaeuser Co.		10,032		189,906

Total				3,160,533


Real Estate Management & Development (0.1%)
CB Richard Ellis Group, Inc., Class A		5,463	(b)	111,882


Road & Rail (0.8%)
CSX Corp.		7,020		453,562
Norfolk Southern Corp.		6,812	(d)	427,930
Ryder System, Inc.		976	(d)	51,377
Union Pacific Corp.		9,229		855,159

Total				1,788,028


Semiconductors & Semiconductor Equipment (2.5%)
Advanced Micro Devices, Inc.		10,721	(b,d)	87,698
Altera Corp.		5,844		207,930
Analog Devices, Inc.		5,590		210,575
Applied Materials, Inc.		25,026	(d)	351,615
Broadcom Corp., Class A		8,517	(d)	370,915
First Solar, Inc.		1,007	(b,d)	131,051
Intel Corp.		104,360		2,194,692
KLA-Tencor Corp.		3,129		120,905
Linear Technology Corp.		4,195	(d)	145,105
LSI Corp.		11,559	(b)	69,238
MEMC Electronic Materials, Inc.		4,234	(b,d)	47,675
Microchip Technology, Inc.		3,478	(d)	118,982
Micron Technology, Inc.		16,012	(b)	128,416
National Semiconductor Corp.		4,475		61,576
Novellus Systems, Inc.		1,701	(b)	54,976
NVIDIA Corp.		10,868	(b,d)	167,367
Teradyne, Inc.		3,396	(b,d)	47,680
Texas Instruments, Inc.		21,954		713,505
Xilinx, Inc.		4,868	(d)	141,075

Total				5,370,976


Software (3.9%)
Adobe Systems, Inc.		9,511	(b)	292,749
Autodesk, Inc.		4,231	(b)	161,624
BMC Software, Inc.		3,337	(b)	157,306
CA, Inc.		7,160		174,990
Citrix Systems, Inc.		3,507	(b)	239,914
Compuware Corp.		4,109	(b,d)	47,952
Electronic Arts, Inc.		6,204	(b,d)	101,622
Intuit, Inc.		5,226	(b,d)	257,642
McAfee, Inc.		2,881	(b)	133,419
Microsoft Corp.		140,877		3,933,286
Novell, Inc.		6,557	(b)	38,817
Oracle Corp.		72,420		2,266,746
Red Hat, Inc.		3,591	(b)	163,929
Salesforce.com, Inc.		2,231	(b)	294,492
Symantec Corp.		14,539	(b,d)	243,383

Total				8,507,871


Specialty Retail (1.9%)
Abercrombie & Fitch Co., Class A		1,623		93,533
AutoNation, Inc.		1,172	(b,d)	33,050
AutoZone, Inc.		515	(b)	140,384
Bed Bath & Beyond, Inc.		4,860	(b)	238,869
Best Buy Co., Inc.		6,159		211,192
CarMax, Inc.		4,225	(b,d)	134,693

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 273

Portfolio of Investments (continued) RiverSource VP – S&P 500 Index Fund


Common Stocks (continued)
Issuer	Shares			Value(a)


Specialty Retail (cont.)
GameStop Corp., Class A		2,828	(b,d)	$64,705
Home Depot, Inc.		30,656		1,074,800
Limited Brands, Inc.		4,925		151,345
Lowe’s Companies, Inc.		25,845		648,193
O’Reilly Automotive, Inc.		2,625	(b)	158,603
RadioShack Corp.		2,111	(d)	39,032
Ross Stores, Inc.		2,252		142,439
Staples, Inc.		13,516		307,759
The Gap, Inc.		8,243		182,500
Tiffany & Co.		2,359	(d)	146,895
TJX Companies, Inc.		7,385		327,820
Urban Outfitters, Inc.		2,408	(b,d)	86,230

Total				4,182,042


Textiles, Apparel & Luxury Goods (0.5%)
Coach, Inc.		5,567		307,911
NIKE, Inc., Class B		7,166		612,120
Polo Ralph Lauren Corp.		1,186		131,551
VF Corp.		1,646	(d)	141,852

Total				1,193,434


Thrifts & Mortgage Finance (0.1%)
Hudson City Bancorp, Inc.		9,844		125,412
People’s United Financial, Inc.		6,892	(d)	96,557

Total				221,969


Tobacco (1.6%)
Altria Group, Inc.		39,095		962,519
Lorillard, Inc.		2,815		230,999
Philip Morris International, Inc.		33,929		1,985,864
Reynolds American, Inc.		6,306		205,702

Total				3,385,084


Trading Companies & Distributors (0.1%)
Fastenal Co.		2,741	(d)	164,214
WW Grainger, Inc.		1,076	(d)	148,606

Total				312,820


Wireless Telecommunication Services (0.3%)
American Tower Corp., Class A		7,451	(b)	384,770
MetroPCS Communications, Inc.		4,919	(b)	62,127
Sprint Nextel Corp.		55,901	(b,d)	236,461

Total				683,358


Total Common Stocks
(Cost: $181,362,113)				$213,889,868




Money Market Fund (1.1%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		2,406,983	(g)	$2,406,983


Total Money Market Fund
(Cost: $2,406,983)				$2,406,983


Investments of Cash Collateral Received
for Securities on Loan (13.0%)
				Amount
	Effective			payable
Issuer	yield			at maturity		Value(a)


Certificates of Deposit (0.5%)
KBC Bank NV
01-20-11		0.450	%		$1,000,000	$1,000,000


Investments of Cash Collateral Received
for Securities on Loan (continued)
	Effective	Principal
Issuer	yield	amount	Value(a)


Repurchase Agreements (12.5%)(f)
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
15,000,500	0.400	$15,000,000	15,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$4,703,117	0.280	4,703,008	4,703,008
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,208	0.500	5,000,000	5,000,000
Natixis Financial Products, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$2,000,058	0.350	2,000,000	2,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$500,013	0.300	500,000	500,000

Total			27,203,008


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $28,203,008)			$28,203,008


Total Investments in Securities
(Cost: $211,972,104)			$244,499,859

Investments in Derivatives

Futures Contracts Outstanding at Dec. 31, 2010

Number of

contracts

Notional

Expiration

Unrealized

Contract description

long/(short)

market value

date

appreciation

S&P 500 Index

$2,506,000

March 2011

$13,722

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 0.37% of net assets.

(d)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(e)		At Dec. 31, 2010, investments in securities included securities valued at $400,316 that were partially pledged as collateral to cover initial margin deposits on open stock index futures contracts.

274 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$480,466
Fannie Mae Pool		1,312,181
Fannie Mae Principal Strip		15,692
Fannie Mae REMICS		879,595
Federal Farm Credit Bank		818,055
Federal Home Loan Banks		1,465,612
Federal Home Loan Mortgage Corp		109,959
Federal National Mortgage Association		1,270,788
FHLMC Structured Pass Through Securities		520,196
Freddie Mac Non Gold Pool		1,259,578
Freddie Mac Reference REMIC		8,477
Freddie Mac REMICS		773,089
Freddie Mac Strips		227,977
Ginnie Mae I Pool		147,353
Ginnie Mae II Pool		816,812
Government National Mortgage Association		328,635
United States Treasury Inflation Indexed Bonds		45,171
United States Treasury Note/Bond		3,589,574
United States Treasury Strip Coupon		1,072,908
United States Treasury Strip Principal		157,882

Total market value of collateral securities		$15,300,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$2,503,945
Ginnie Mae I Pool		2,293,123

Total market value of collateral securities		$4,797,068



Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 275

Portfolio of Investments (continued) RiverSource VP – S&P 500 Index Fund

Notes to Portfolio of Investments (continued)


Natixis Financial Products, Inc. (0.350%)
Security description	Value(a)
Fannie Mae Interest Strip		$91,780
Fannie Mae Pool		36,232
Fannie Mae REMICS		703,477
Freddie Mac Gold Pool		7,379
Freddie Mac Non Gold Pool		9,492
Freddie Mac REMICS		819,996
Freddie Mac Strips		68,307
Government National Mortgage Association		8,467
United States Treasury Note/Bond		294,929

Total market value of collateral securities		$2,040,059



RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$18,327
Capital One Multi-Asset Execution Trust		67,049
Chase Issuance Trust		17,972
Citibank Credit Card Issuance Trust		41,985
Citibank Omni Master Trust		40,573
Discover Card Master Trust I		24,484
First Franklin Mortgage Loan Asset Backed Certificates		14,816
First National Master Note Trust		22,073
Ford Credit Auto Owner Trust		3,823
Freddie Mac Gold Pool		41,048
GS Mortgage Securities Corp II		16,678
HSBC Home Equity Loan Trust		46,950
Merrill Lynch/Countrywide Commercial Mortgage Trust		50,929
Nelnet Student Loan Trust		21,044
SLC Student Loan Trust		33,704
SLM Student Loan Trust		51,225
Structured Asset Investment Loan Trust		3,779
Wells Fargo Home Equity Trust		7,337

Total market value of collateral securities		$523,796


(g)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

At Dec. 31, 2010, the fund held 4,653 shares of Ameriprise Financial, Inc. (Ameriprise) common stock valued at $267,780. Ameriprise is the parent company of Columbia Management Investment Advisers, LLC, which serves as the Investment Manager to the Fund. The cost of the Fund’s purchases and proceeds from sales of shares of Ameriprise common stock were $0 and $94,306, respectively, for the year ended Dec. 31, 2010. The Fund realized gains of $29,710 on sales transactions of Ameriprise common stock and earned aggregate dividends of $3,848 during the year ended Dec. 31, 2010, as reflected in the Statement of Operations.

276 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 277

Portfolio of Investments (continued) RiverSource VP – S&P 500 Index Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$213,889,868		$—		$—		$213,889,868

Total Equity Securities		213,889,868		—		—		213,889,868

Other
Affiliated Money Market Fund(c)		2,406,983		—		—		2,406,983
Investments of Cash Collateral Received for Securities on Loan		—		28,203,008		—		28,203,008

Total Other		2,406,983		28,203,008		—		30,609,991

Investments in Securities		216,296,851		28,203,008		—		244,499,859
Derivatives(d)
Assets
Futures Contracts		13,722		—		—		13,722

Total		$216,310,573		$28,203,008		$—		$244,513,581


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

278 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

RiverSource VP – Short Duration U.S. Government Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Bonds (91.5%)
	Coupon			Principal
Issuer	rate			amount			Value(a)

U.S. Government Obligations & Agencies (45.9%)
Federal Home Loan Banks
05-24-11		0.540	%		$12,300,000		$12,317,208
12-28-11		1.000			10,935,000		11,001,564
06-21-13		1.875			2,400,000		2,455,934
Federal Home Loan Mortgage Corp.
07-26-12		1.000			8,070,000		8,072,534
10-28-13		0.875			69,450,000	(e)	69,086,776
Federal National Mortgage Association
05-19-11		3.375			10,467,000		10,594,687
11-23-11		1.000			13,275,000		13,350,389
09-24-12		0.625			14,000,000	(e)	14,014,462
07-17-13		4.375			3,525,000		3,819,563
09-17-13		1.125			4,220,000		4,210,273
12-18-13		0.750			35,000,000	(e)	34,609,050
10-26-15		1.625			85,000,000	(e)	82,847,714
Private Export Funding Corp. U.S. Government Guaranty
10-15-14		3.050			4,150,000		4,328,964
U.S. Treasury
04-30-11		0.875			55,000,000	(e)	55,124,630
05-31-12		0.750			68,500,000	(e)	68,826,745
07-31-12		0.625			40,000,000	(e)	40,109,200
09-30-12		0.375			52,500,000	(e)	52,374,893
06-15-13		1.125			6,500,000		6,553,300
11-30-15		1.375			25,000,000	(e)	24,294,925
10-31-17		1.875			13,000,000		12,358,125

Total							530,350,936


Asset-Backed (3.0%)
Banc of America Funding Corp. CMO Series 2009-R14A Class 1A1
09-26-37		1.361			2,580,082	(d,i)	2,561,318
Bear Stearns Asset-Backed Securities Trust Series 2006-HE9 Class 1A1
11-25-36		0.311			403,858	(i)	395,229
Carrington Mortgage Loan Trust Series 2006-RFC1 Class A2
05-25-36		0.361			2,042,642	(i)	1,979,385
Chrysler Financial Lease Trust Series 2010-A Class A2
06-15-11		1.780			3,319,152	(d)	3,322,625
Citigroup Mortgage Loan Trust, Inc. Series 2006-WFH4 Class A2
11-25-36		0.361			897,738	(i)	874,841
Countrywide Asset-Backed Certificates Series 2005-SD1 Class A1C
05-25-35		0.651			863,955	(d,i)	833,243
Countrywide Asset-Backed Certificates Series 2006-22 Class 2A1 (MGIC)
05-25-47		0.311			326,998	(i,j)	325,767
Credit-Based Asset Servicing and Securitization LLC Series 2006-CB6 Class A22
07-25-36		0.351			432,186	(i)	430,935
Jefferies & Co., Inc. CMO Series 2010-R1 Class 2A1
11-26-36		0.419			673,651	(d,i)	645,021
Morgan Stanley ABS Capital I Series 2005-WMC5 Class M2
06-25-35		0.741			1,718,212	(i)	1,671,206
Morgan Stanley ABS Capital I Series 2006-WMC1 Class A2B
12-25-35		0.951			959,758	(i)	913,451
Novastar Home Equity Loan Series 2006-2 Class A2B
06-25-36		0.371			2,094,859	(i)	2,086,955
RBSSP Resecuritization Trust CMO Series 2009-10 Class 4A1
07-26-36		0.411			1,658,615	(d,i)	1,636,427
RBSSP Resecuritization Trust CMO Series 2009-10 Class 7A1
03-26-37		0.361			511,946	(d,i)	509,224
RBSSP Resecuritization Trust CMO Series 2009-11 Class 2A1
04-26-36		0.411			2,903,480	(d,i)	2,752,860
RBSSP Resecuritization Trust CMO Series 2009-12 Class 2A1
10-25-32		4.767			977,375	(d)	984,839
RBSSP Resecuritization Trust CMO Series 2009-13 Class 8A1
06-26-37		1.011			3,162,054	(d,i)	3,123,822
Residential Asset Mortgage Products, Inc. Series 2004-RS8 Class AI4
06-25-32		5.060			1,013,529		1,002,192
Sierra Receivables Funding Co. Series 2010-2A Class A
11-20-25		3.840			3,437,831	(d)	3,442,486
Small Business Administration Participation Certificates Series 2001-20H Class 1
08-01-21		6.340			169,876		184,861
Small Business Administration U.S. Government Guaranty
09-10-11		5.886			72,149		74,252
Soundview Home Equity Loan Trust Series 2005-B Class M1
05-25-35		6.135			62,530	(i)	62,421
Specialty Underwriting & Residential Finance Series 2005-BC3 Class M1
06-25-36		0.711			3,500,000	(i)	3,298,684
Structured Asset Investment Loan Trust Series 2005-9 Class A5
11-25-35		0.491			821,070	(i)	799,485
Structured Asset Securities Corp. CMO Series 2006-NC1 Class A6
05-25-36		0.311			364,804	(i)	358,528
Structured Asset Securities Corp. Series 2007-WF2 Class A2
08-25-37		0.961			385,749	(i)	385,078

Total							34,655,135


Commercial Mortgage-Backed (7.4%)(f)
Federal Home Loan Mortgage Corp. Multifamily Structured Pass-Through Certificates CMO Series K001 Class A2
04-25-16		5.651			1,882,321		2,093,731
Federal Home Loan Mortgage Corp. Multifamily Structured Pass-Through Certificates CMO Series K003 Class A1
07-25-13		2.225			2,848,258		2,884,144
Federal National Mortgage Association CMO Series 2010-M4 Class A1
06-25-20		2.520			4,464,401		4,443,694
Government National Mortgage Association CMO Series 2003-17 Class B
10-16-27		4.999			84,416		88,710
Government National Mortgage Association CMO Series 2009-105 Class A
12-16-50		3.456			5,072,724		5,342,440
Government National Mortgage Association CMO Series 2009-114 Class A
12-16-38		3.103			5,460,371		5,600,921
Government National Mortgage Association CMO Series 2009-63 Class A
01-16-38		3.400			3,574,571		3,714,683
Government National Mortgage Association CMO Series 2009-71 Class A
04-16-38		3.304			5,080,003		5,236,365
Government National Mortgage Association CMO Series 2009-90 Class AC
01-16-33		3.137			3,950,000		4,084,520
Government National Mortgage Association CMO Series 2010-100 Class A
06-16-50		2.351			4,946,221		5,013,416
Government National Mortgage Association CMO Series 2010-13 Class A
08-16-22		2.461			3,420,568		3,480,333
Government National Mortgage Association CMO Series 2010-159 Class A
01-16-33		2.159			8,600,000		8,688,012
Government National Mortgage Association CMO Series 2010-16 Class AB
05-16-33		2.676			1,714,956		1,756,348
Government National Mortgage Association CMO Series 2010-161 Class AB
05-16-35		2.110			7,500,000		7,525,101
Government National Mortgage Association CMO Series 2010-18 Class A
12-16-50		3.100			3,647,600		3,751,056

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 279

Portfolio of Investments (continued)

RiverSource VP – Short Duration U.S. Government Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Commercial Mortgage-Backed (cont.)
Government National Mortgage Association CMO Series 2010-22 Class AC
12-16-30		2.229	%		$2,949,497		$2,996,291
Government National Mortgage Association CMO Series 2010-49 Class A
03-16-51		2.870			2,176,796		2,253,071
Government National Mortgage Association CMO Series 2010-65 Class A
11-16-28		2.017			2,842,993		2,877,258
Government National Mortgage Association CMO Series 2010-74 Class A
09-16-33		2.629			9,880,384		10,116,396
Government National Mortgage Association CMO Series 2010-83 Class A
10-16-50		2.021			3,495,811		3,534,979

Total							85,481,469


Residential Mortgage-Backed (35.1%)(f)
ASG Resecuritization Trust CMO Series 2010-3 Class 1A87
07-28-37		3.500			7,558,966	(d)	7,577,863
Banc of America Funding Corp. CMO Series 2010-R4 Class 4A1
06-26-37		0.471			733,033	(d,i)	715,026
Banc of America Mortgage Securities, Inc. CMO Series 2005-E Class 2A5
06-25-35		2.866			5,892,569	(i)	5,830,943
BCAP LLC Trust CMO Series 2009-RR13 Class 12A1
04-26-37		5.250			1,375,935	(d)	1,394,323
BCAP LLC Trust CMO Series 2010-RR6 Class 6A1
07-26-37		4.000			3,910,033	(d)	3,945,477
Citigroup Mortgage Loan Trust, Inc. CMO Series 2006-AR9 Class 1A1
11-25-36		0.331			2,843	(i)	2,834
Citigroup Mortgage Loan Trust, Inc. CMO Series 2010-6 Class 1A1
05-25-35		4.750			5,148,508	(d)	5,264,485
Countrywide Alternative Loan Trust CMO Series 2006-OA11 Class A3B1
09-25-46		0.441			337,367	(i)	327,038
Credit Suisse Mortgage Capital Certificates CMO Series 2009-12R Class 14A1
11-27-35		5.500			3,814,062	(d)	3,973,871
Credit Suisse Mortgage Capital Certificates CMO Series 2009-12R Class 30A1
12-27-36		5.300			443,240	(d)	451,076
Credit Suisse Mortgage Capital Certificates CMO Series 2010-17R Class 1A1
06-26-36		2.775			8,697,054	(d,i)	8,697,054
Federal Home Loan Mortgage Corp. #1G2598
01-01-37		5.948			571,308	(i)	605,047
Federal Home Loan Mortgage Corp. #1J0614
09-01-37		5.652			1,042,427	(i)	1,106,109
Federal Home Loan Mortgage Corp. #B16408
09-01-19		5.500			663,985		721,150
Federal Home Loan Mortgage Corp. #C73304
11-01-32		7.000			323,282		368,571
Federal Home Loan Mortgage Corp. #D95319
03-01-22		6.000			59,657		65,692
Federal Home Loan Mortgage Corp. #E00489
06-01-12		7.000			1,126		1,179
Federal Home Loan Mortgage Corp. #E81240
06-01-15		7.500			339,014		367,351
Federal Home Loan Mortgage Corp. #E92454
11-01-17		5.000			309,549		330,105
Federal Home Loan Mortgage Corp. #E95188
03-01-18		6.000			215,305		236,449
Federal Home Loan Mortgage Corp. #G04710
09-01-38		6.000			3,747,492		4,109,095
Federal Home Loan Mortgage Corp. #G10669
03-01-12		7.500			38,527		40,139
Federal Home Loan Mortgage Corp. #G11243
04-01-17		6.500			500,921		547,510
Federal Home Loan Mortgage Corp. #G11470
11-01-13		4.500			13,604		14,382
Federal Home Loan Mortgage Corp. #G13136
05-01-23		4.500			21,873,000		22,884,625
Federal Home Loan Mortgage Corp. #G13171
06-01-23		4.500			8,698,478		9,100,783
Federal Home Loan Mortgage Corp. #G13300
05-01-23		4.500			21,410		22,400
Federal Home Loan Mortgage Corp. #G13342
11-01-23		4.500			999,447		1,045,672
Federal Home Loan Mortgage Corp. #G13413
08-01-23		4.500			33,257		34,795
Federal Home Loan Mortgage Corp. #G13449
02-01-24		4.500			897,221		938,718
Federal Home Loan Mortgage Corp. #G13478
03-01-24		4.500			699,974		732,348
Federal Home Loan Mortgage Corp. #G13488
01-01-24		5.000			5,236,612		5,531,990
Federal Home Loan Mortgage Corp. #G13519
04-01-24		4.500			302,419		316,406
Federal Home Loan Mortgage Corp. #G13520
04-01-24		4.500			6,735,278		7,046,784
Federal Home Loan Mortgage Corp. #G13586
04-01-24		5.000			17,937,230		18,949,001
Federal Home Loan Mortgage Corp. #G13899
03-01-25		4.500			25,026		26,183
Federal Home Loan Mortgage Corp. #G13987
11-01-24		6.000			10,124,803		11,013,254
Federal Home Loan Mortgage Corp. #G18245
03-01-23		4.500			188,640		197,364
Federal Home Loan Mortgage Corp. #G18246
04-01-23		4.500			675,694		706,945
Federal Home Loan Mortgage Corp. #H01724
09-01-37		6.000			1,212,569		1,296,928
Federal Home Loan Mortgage Corp. #J00042
09-01-20		4.500			37,095		39,112
Federal Home Loan Mortgage Corp. #J07688
04-01-23		4.500			997,965		1,044,121
Federal Home Loan Mortgage Corp. #J08900
10-01-23		5.000			1,672,212		1,766,536
Federal Home Loan Mortgage Corp. #J09311
02-01-24		4.500			8,812,258		9,208,809
Federal Home Loan Mortgage Corp. #J09442
03-01-24		4.500			8,590,624		8,977,201
Federal Home Loan Mortgage Corp. #J10361
07-01-24		4.500			4,125,406		4,311,049
Federal Home Loan Mortgage Corp. #J10549
08-01-24		4.500			5,000,498		5,225,520
Federal Home Loan Mortgage Corp. CMO I.O. Series 2639 Class UI
03-15-22		18.512			1,138,047	(h)	85,668
Federal Home Loan Mortgage Corp. CMO I.O. Series 2795 Class IY
07-15-17		85.440			134,380	(h)	1,759
Federal Home Loan Mortgage Corp. CMO I.O. Series 3455 Class AI
12-15-13		11.719			9,283,736	(h)	207,827
Federal Home Loan Mortgage Corp. CMO I.O. Series 3517 Class JI
12-15-12		34.203			1,003,831	(h)	8,733
Federal Home Loan Mortgage Corp. CMO I.O. Series 3600 Class DI
01-15-13		4.794			14,764,875	(h)	340,568
Federal Home Loan Mortgage Corp. CMO I.O. Series 3630 Class AI
03-15-17		12.307			6,410,620	(h)	268,038
Federal Home Loan Mortgage Corp. CMO Series 2617 Class HD
06-15-16		7.000			180,965		182,092
Federal Home Loan Mortgage Corp. CMO Series 2843 Class BA
01-15-18		5.000			345,334		357,745
Federal Home Loan Mortgage Corp. CMO Series 3531 Class CE
01-15-39		3.000			4,022,429		4,050,856
Federal Home Loan Mortgage Corp. CMO Series 3683 Class JD
12-15-23		4.000			9,255,460		9,700,591
Federal Home Loan Mortgage Corp. CMO Series 3684 Class CM
08-15-24		2.500			10,228,091		10,251,670
Federal Home Loan Mortgage Corp. CMO Series 3711 Class AG
08-15-23		3.000			1,897,732		1,924,997
Federal National Mortgage Association
01-01-26		3.500			29,250,000	(b)	29,451,093
01-01-26		5.000			19,275,000	(b)	20,449,579
01-01-26		5.500			3,500,000	(b)	3,762,500
Federal National Mortgage Association #252211
01-01-29		6.000			51,305		56,518
Federal National Mortgage Association #252409
03-01-29		6.500			676,910		767,726
Federal National Mortgage Association #254384
06-01-17		7.000			125,693		138,837
Federal National Mortgage Association #254723
05-01-23		5.500			1,489,044		1,612,309
Federal National Mortgage Association #257362
09-01-23		5.500			4,796,284		5,160,232
Federal National Mortgage Association #512232
05-01-29		7.000			17,994		20,424

See accompanying Notes to Portfolio of Investments.

280 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Short Duration U.S. Government Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)


Residential Mortgage-Backed (cont.)
Federal National Mortgage Association #545818
07-01-17		6.000	%		$493,161		$539,744
Federal National Mortgage Association #545864
08-01-17		5.500			662,508		719,353
Federal National Mortgage Association #545910
08-01-17		6.000			586,633		641,076
Federal National Mortgage Association #555063
11-01-17		5.500			888,213		967,968
Federal National Mortgage Association #555343
08-01-17		6.000			225,037		245,467
Federal National Mortgage Association #555367
03-01-33		6.000			1,373,153		1,512,669
Federal National Mortgage Association #555375
04-01-33		6.000			78,479		86,831
Federal National Mortgage Association #602630
10-01-31		7.000			80,060		91,207
Federal National Mortgage Association #606789
10-01-31		7.000			903,500		1,029,307
Federal National Mortgage Association #626720
01-01-17		6.000			153,053		166,613
Federal National Mortgage Association #630992
09-01-31		7.000			595,547		687,484
Federal National Mortgage Association #630993
09-01-31		7.500			454,867		520,795
Federal National Mortgage Association #633672
06-01-17		6.000			133,572		147,355
Federal National Mortgage Association #636720
05-01-17		5.500			44,014		47,459
Federal National Mortgage Association #638210
05-01-32		6.500			49,825		56,878
Federal National Mortgage Association #648040
06-01-32		6.500			350,037		393,587
Federal National Mortgage Association #648349
06-01-17		6.000			477,826		522,851
Federal National Mortgage Association #648679
07-01-32		6.000			1,305,632		1,438,288
Federal National Mortgage Association #656562
02-01-33		7.000			150,581		173,466
Federal National Mortgage Association #665752
09-01-32		6.500			182,017		204,663
Federal National Mortgage Association #668412
02-01-18		5.500			259,063		279,473
Federal National Mortgage Association #670387
08-01-32		7.000			8,903		10,137
Federal National Mortgage Association #671054
01-01-33		7.000			17,339		19,762
Federal National Mortgage Association #671174
02-01-33		2.083			238,193	(i)	245,025
Federal National Mortgage Association #675692
02-01-18		6.000			268,485		292,858
Federal National Mortgage Association #678940
02-01-18		5.500			407,200		444,254
Federal National Mortgage Association #684588
03-01-33		6.500			154,368		175,973
Federal National Mortgage Association #688181
03-01-33		6.000			595,591		656,105
Federal National Mortgage Association #695838
04-01-18		5.500			114,095		124,527
Federal National Mortgage Association #701937
04-01-33		6.000			118,955		131,041
Federal National Mortgage Association #722325
07-01-33		4.931			398,022	(i)	420,537
Federal National Mortgage Association #725558
06-01-34		4.653			544,532	(i)	568,994
Federal National Mortgage Association #740843
11-01-18		5.000			69,325		74,970
Federal National Mortgage Association #745948
10-01-36		6.500			2,843,523		3,170,643
Federal National Mortgage Association #747815
11-01-18		5.500			14,281,643		15,408,553
Federal National Mortgage Association #754297
12-01-33		4.745			125,830	(i)	133,586
Federal National Mortgage Association #791447
10-01-34		6.000			425,763		470,751
Federal National Mortgage Association #831809
09-01-36		6.000			22,356,790	(k)	24,600,356
Federal National Mortgage Association #885871
06-01-36		7.000			890,952		1,019,178
Federal National Mortgage Association #887648
07-01-36		5.950			1,023,488	(i)	1,093,343
Federal National Mortgage Association #907052
09-01-37		5.843			1,878,224	(i)	1,993,347
Federal National Mortgage Association #929139
02-01-23		5.000			5,169,271		5,486,696
Federal National Mortgage Association #968064
02-01-22		5.000			17,473,695		18,666,819
Federal National Mortgage Association #976421
03-01-23		4.500			679,238		713,200
Federal National Mortgage Association #988113
08-01-23		5.500			1,751,938		1,890,177
Federal National Mortgage Association #988961
08-01-23		5.500			1,601,099		1,722,593
Federal National Mortgage Association #995097
10-01-37		6.500			10,263,775		11,502,256
Federal National Mortgage Association #AD5535
06-01-25		4.500			3,582,084		3,779,099
Federal National Mortgage Association #MA0548
10-01-20		3.500			7,722,994		8,007,176
Federal National Mortgage Association CMO I.O. Series 2003-26 Class MI
03-25-23		14.885			263,675	(h)	27,585
Federal National Mortgage Association CMO I.O. Series 2003-63 Class IP
07-25-33		1.000			1,299,744	(h)	279,720
Federal National Mortgage Association CMO I.O. Series 2004-84 Class GI
12-25-22		24.840			145,972	(h)	9,538
Federal National Mortgage Association CMO Series 2002-97 Class CF
03-25-31		5.500			5,121,569		5,236,810
Federal National Mortgage Association CMO Series 2003-W11 Class A1
06-25-33		3.200			7,931	(i)	8,200
Federal National Mortgage Association CMO Series 2004-60 Class PA
04-25-34		5.500			1,078,492		1,155,020
Federal National Mortgage Association CMO Series 2010-50 Class AB
01-25-24		2.500			8,319,849		8,343,791
Federal National Mortgage Association CMO Series 2010-87 Class GA
02-25-24		4.000			7,925,896		8,283,248
Government National Mortgage Association #3501
01-20-34		6.000			3,295,073		3,638,295
Government National Mortgage Association #498182
05-15-16		6.000			314,245		342,233
Government National Mortgage Association #605970
03-15-33		6.000			255,596		284,202
Government National Mortgage Association #615738
03-15-18		7.000			406,151		443,238
Government National Mortgage Association #615740
08-15-13		6.000			445,963		485,333
Government National Mortgage Association #780758
04-15-13		7.000			34,973		36,867
Government National Mortgage Association #781507
09-15-14		6.000			194,584		205,956
Government National Mortgage Association CMO Series 2004-19 Class DJ
03-20-34		4.500			237,543		242,606
GSR Mortgage Loan Trust CMO Series 2005-5F Class 2A3
06-25-35		5.500			1,693,887		1,709,743
Indymac Index Mortgage Loan Trust CMO Series 2006-AR13 Class A1
07-25-36		5.529			1,098,442	(i)	919,582
LVII Resecuritization Trust CMO Series 2009-3 Class A1
11-27-37		5.702			574,669	(d,i)	580,231
Prime Mortgage Trust CMO Series 2005-1 Class 2A1
09-25-34		5.000			6,031,223	(d)	6,103,318
Residential Asset Securitization Trust CMO Series 2004-A7 Class A1
10-25-34		5.500			1,076,751		1,077,659
Wells Fargo Mortgage-Backed Securities Trust CMO Series 2003-O Class 1A11
01-25-34		4.705			916,582	(i)	927,635
Wells Fargo Mortgage-Backed Securities Trust CMO Series 2004-Q Class 1A2
09-25-34		4.863			2,272,900	(i)	2,327,920
Wells Fargo Mortgage-Backed Securities Trust CMO Series 2005-AR16 Class 4A6
10-25-35		2.893			1,845,144	(i)	1,835,012
Wells Fargo Mortgage-Backed Securities Trust CMO Series 2006-12 Class A1
10-25-36		6.000			730,657		725,182

Total							404,432,489

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 281

Portfolio of Investments (continued)

RiverSource VP – Short Duration U.S. Government Fund


Bonds (continued)
	Coupon			Principal
Issuer	rate			amount			Value(a)

Wirelines (0.1%)
TELUS Corp. Senior Unsecured
06-01-11		8.000	%		$954,000	(c)	$980,016


Total Bonds
(Cost: $1,055,402,737) $1,055,900,045



FDIC-Insured Debt (3.0%)(g)
	Coupon			Principal
Issuer	rate			amount			Value(a)


U.S. Agencies
Bank of America Corp. FDIC Government Guaranty
04-30-12		2.100	%		$2,000,000		$2,041,528
06-15-12		3.125			3,920,000		4,060,007
Citigroup Funding, Inc. FDIC Government Guaranty
11-15-12		1.875			3,135,000		3,198,192
General Electric Capital Corp. FDIC Government Guaranty
03-11-11		1.800			6,555,000		6,574,660
12-09-11		3.000			825,000		844,834
12-28-12		2.625			5,350,000		5,544,606
JPMorgan Chase & Co. FDIC Government Guaranty
02-23-11		1.650			1,765,000		1,768,325
Morgan Stanley FDIC Government Guaranty
02-10-12		0.566			5,490,000	(i)	5,508,869
The Goldman Sachs Group, Inc. FDIC Government Guaranty
07-15-11		1.625			5,000,000		5,035,730


Total FDIC-Insured Debt
(Cost: $34,119,705)				$34,576,751


Money Market Fund (1.4%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		16,164,218	(m)	$16,164,218


Total Money Market Fund
(Cost: $16,164,218)				$16,164,218


Short-Term Securities (8.7%)
				Amount
	Effective			payable at
Issuer	yield			maturity			Value(a)


U.S. Government Agencies
Federal Home Loan Mortgage Corp. Discount Notes
01-03-11		0.120	%		$100,000,000	(e)	$99,999,018


Total Short-Term Securities
(Cost: $99,998,528)				$99,999,018


Investments of Cash Collateral Received
for Securities on Loan (26.1%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)

Asset-Backed Commercial Paper (1.8%)
Antalis US Funding Corp.
01-10-11		0.360	%		$1,999,780	$1,999,780
Grampian Funding LLC
01-31-11		0.300			4,998,708	4,998,708
Rheingold Securitization
02-16-11		0.521			3,994,684	3,994,684
Starbird Funding Corp.
01-03-11		0.150			9,999,875	9,999,875

Total						20,993,047


Certificates of Deposit (12.0%)
Banque et Caisse d’Epargne de l’Etat
02-16-11		0.305			4,996,106	4,996,106
02-22-11		0.300			4,996,170	4,996,170
Caisse des Depots
02-23-11		0.340			5,000,000	5,000,000
Clydesdale Bank PLC
01-21-11		0.370			5,000,000	5,000,000
Credit Industrial et Commercial
02-22-11		0.395			5,000,000	5,000,000
02-23-11		0.380			4,995,149	4,995,149
Development Bank of Singapore Ltd.
01-25-11		0.310			7,000,000	7,000,000
02-17-11		0.300			5,000,000	5,000,000
DZ Bank AG
01-18-11		0.330			5,000,000	5,000,000
01-18-11		0.345			1,998,812	1,998,812
02-10-11		0.400			5,000,000	5,000,000
KBC Bank NV
01-24-11		0.450			7,000,000	7,000,000
La Banque Postale
02-17-11		0.365			5,000,000	5,000,000
Landesbank Hessen Thuringen
01-03-11		0.300			12,000,054	12,000,054
Mitsubishi UFJ Trust and Banking Corp.
02-22-11		0.320			5,000,000	5,000,000
N.V. Bank Nederlandse Gemeenten
01-27-11		0.330			10,000,000	10,000,000
Natixis
03-07-11		0.440			7,000,000	7,000,000
Norinchukin Bank
01-25-11		0.330			5,000,000	5,000,000
02-08-11		0.330			2,000,000	2,000,000
03-02-11		0.350			5,000,125	5,000,125
Societe Generale
02-17-11		0.310			9,992,084	9,992,084
Sumitomo Trust & Banking Co., Ltd.
02-18-11		0.345			11,000,140	11,000,140
United Overseas Bank Ltd.
01-18-11		0.330			5,000,000	5,000,000

Total						137,978,640


Commercial Paper (2.3%)
General Electric Capital Corp.
01-03-11		0.150			9,999,875	9,999,875
Macquarie Bank Ltd.
02-09-11		0.375			5,994,688	5,994,688
Suncorp Metway Ltd.
01-10-11		0.400			9,996,333	9,996,333

Total						25,990,896


Other Short-Term Obligations (0.4%)
The Goldman Sachs Group, Inc.
01-14-11		0.350			5,000,000	5,000,000


	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements (9.6%)(l)
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$15,003,875		0.300	%		$15,000,000	$15,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$50,001,542		0.370			50,000,000	50,000,000
$10,000,333		0.400			10,000,000	10,000,000
Citigroup Global Markets, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,067		0.160			5,000,000	5,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$5,119,317		0.280			5,119,198	5,119,198
Merrill Lynch Government Securities Income dated 12-31-10, matures 01-03-11, repurchase price
$15,000,313		0.250			15,000,000	15,000,000
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,208		0.500			5,000,000	5,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$5,000,188		0.450			5,000,000	5,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$1,000,025		0.300			1,000,000	1,000,000

Total						111,119,198


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $301,081,781)						$301,081,781


Total Investments in Securities
(Cost: $1,506,766,969)(n)						$1,507,721,813

See accompanying Notes to Portfolio of Investments.

282 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Short Duration U.S. Government Fund

Investments in Derivatives

Futures Contracts Outstanding at Dec. 31, 2010


	Number of
	contracts			Notional			Expiration		Unrealized		Unrealized
Contract description	long (short)			market value			date		appreciation		depreciation
U.S. Treasury Note, 2-year		(326	)		$(71,363,438	)		April 2011		$—		$(22,650	)
U.S. Treasury Note, 5-year		(787	)		(92,644,656	)		April 2011		1,639,980		—

Total										$1,639,980		$(22,650	)

Notes to Portfolio of Investments


CMO		— Collateralized Mortgage Obligation
FDIC		— Federal Deposit Insurance Corporation
I.O.		— Interest Only


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		At Dec. 31, 2010, the cost of securities purchased, including interest purchased, on a when-issued and/or other forward-commitment basis was $54,084,863. See Note 2 to the financial statements.

(c)		Foreign security values are stated in U.S. dollars. For debt securities, principal amounts are denominated in U.S. dollar currency unless otherwise noted. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 0.08% of net assets.

(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $58,514,589 or 5.07% of net assets.

(e)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(f)		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. These securities may be issued or guaranteed by U.S. government agencies or instrumentalities, or by private issuers, generally originators and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers and special purpose entities. The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(g)		This debt is guaranteed under the FDIC’s (Federal Deposit Insurance Corporation) Temporary Liquidity Guarantee Program (TLGP) and is backed by the full faith and credit of the United States.

(h)		Interest only represents securities that entitle holders to receive only interest payments on the underlying mortgages. The yield to maturity of an interest only security is extremely sensitive to the rate of principal payments on the underlying mortgage assets. A rapid (slow) rate of principal repayments may have an adverse (positive) effect on yield to maturity. The principal amount shown is the notional amount of the underlying mortgages. The interest rate disclosed represents yield based upon the estimated timing and amount of future cash flows at Dec. 31, 2010.

(i)		Interest rate varies either based on a predetermined schedule or to reflect current market conditions; rate shown is the effective rate on Dec. 31, 2010.

(j)		The following abbreviation is used in the portfolio security description to identify the insurer and/or guarantor of the issue:

MGIC — Mortgage Guaranty Insurance Corporation


(k)		At Dec. 31, 2010, investments in securities included securities valued at $1,095,113 that were partially pledged as collateral to cover initial margin deposits on open interest rate futures contracts.

(l)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$75,595
Archer Daniels		777,702
Asb Finance Ltd		921,365
Banco Bilbao Vizcaya		2,487,184
Banco Bilbao Vizcaya Argentaria/New York NY		36,779

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 283

Portfolio of Investments (continued)

RiverSource VP – Short Duration U.S. Government Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value(a)
BP Capital Markets		$462,219
BPCE		332,312
Central American Bank		2,880
Commonwealth Bank of Australia		467,902
Credit Agricole NA		767
Danske Corp		1,151,117
Electricite De France		1,906,146
European Investment Bank		2,564,769
Gdz Suez		395,932
Golden Funding Corp		27,257
Ing (US) Funding LLC		120
Natexis Banques		296,006
Nationwide Building		1,845,392
Natixis Ny		143,999
Natixis US Finance Co		2,400
Prudential PLC		556,711
Silver Tower US Fund		7,200
Skandin Ens Banken		72,055
Societe Gen No Amer		1,199,390
Societe Generale Ny		15,599
UBS Ag Stamford		1,202

Total market value of collateral securities		$15,750,000



Cantor Fitzgerald & Co. (0.370%)
Security description	Value(a)
Bear Stearns Commercial Mortgage Securities		$2,106,082
Fannie Mae Pool		48,954,092

Total market value of collateral securities		$51,060,174



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$320,311
Fannie Mae Pool		874,788
Fannie Mae Principal Strip		10,461
Fannie Mae REMICS		586,397
Federal Farm Credit Bank		545,370
Federal Home Loan Banks		977,074
Federal Home Loan Mortgage Corp		73,306
Federal National Mortgage Association		847,192
FHLMC Structured Pass Through Securities		346,798
Freddie Mac Non Gold Pool		839,719
Freddie Mac Reference REMIC		5,651
Freddie Mac REMICS		515,393
Freddie Mac Strips		151,984
Ginnie Mae I Pool		98,236
Ginnie Mae II Pool		544,541
Government National Mortgage Association		219,090
United States Treasury Inflation Indexed Bonds		30,114
United States Treasury Note/Bond		2,393,049
United States Treasury Strip Coupon		715,272
United States Treasury Strip Principal		105,254

Total market value of collateral securities		$10,200,000

284 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Short Duration U.S. Government Fund

Notes to Portfolio of Investments (continued)


Citigroup Global Markets, Inc. (0.160%)
Security description	Value(a)
Fannie Mae Benchmark REMIC		$24,839
Fannie Mae REMICS		1,679,992
Fannie Mae Whole Loan		42,738
Fannie Mae-Aces		3,263
Freddie Mac Reference REMIC		116,411
Freddie Mac REMICS		2,566,630
Government National Mortgage Association		666,127

Total market value of collateral securities		$5,100,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$2,725,531
Ginnie Mae I Pool		2,496,051

Total market value of collateral securities		$5,221,582



Merrill Lynch Government Securities Income (0.250%)
Security description	Value(a)
Fannie Mae REMICS		$2,880,961
Freddie Mac REMICS		12,419,065

Total market value of collateral securities		$15,300,026



Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$2,596,530
Fannie Mae REMICS		585,460
Freddie Mac Gold Pool		222,092
Freddie Mac REMICS		772,736
Ginnie Mae I Pool		197,792
Government National Mortgage Association		725,390

Total market value of collateral securities		$5,100,000

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 285

Portfolio of Investments (continued)

RiverSource VP – Short Duration U.S. Government Fund

Notes to Portfolio of Investments (continued)


RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$36,653
Capital One Multi-Asset Execution Trust		134,099
Chase Issuance Trust		35,945
Citibank Credit Card Issuance Trust		83,971
Citibank Omni Master Trust		81,145
Discover Card Master Trust I		48,968
First Franklin Mortgage Loan Asset Backed Certificates		29,632
First National Master Note Trust		44,146
Ford Credit Auto Owner Trust		7,646
Freddie Mac Gold Pool		82,095
GS Mortgage Securities Corp II		33,357
HSBC Home Equity Loan Trust		93,900
Merrill Lynch/Countrywide Commercial Mortgage Trust		101,857
Nelnet Student Loan Trust		42,089
SLC Student Loan Trust		67,407
SLM Student Loan Trust		102,450
Structured Asset Investment Loan Trust		7,558
Wells Fargo Home Equity Trust		14,673

Total market value of collateral securities		$1,047,591


(m)		Affiliated Money Market Fund – See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(n)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $1,507,854,258 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$	6,123,578
Unrealized depreciation		(6,256,023	)

Net unrealized depreciation	$	(132,445	)

286 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP – Short Duration U.S. Government Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 287

Portfolio of Investments (continued) RiverSource VP – Short Duration U.S. Government Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1			Level 2
	quoted prices			other		Level 3
	in active			significant		significant
	markets for			observable		unobservable
Description(a)	identical assets(b)			inputs		inputs		Total
Bonds
U.S. Government Obligations & Agencies		$259,641,817			$270,709,119		$ —		$530,350,936
Asset-Backed Securities		—			34,010,114		645,021		34,655,135
Commercial Mortgage-Backed Securities		—			85,481,469		—		85,481,469
Residential Mortgage-Backed Securities		53,663,174			334,494,398		16,274,917		404,432,489
Corporate Debt Securities		—			980,016		—		980,016

Total Bonds		313,304,991			725,675,116		16,919,938		1,055,900,045

Short-Term Securities
U.S. Government Agencies		—			99,999,018		—		99,999,018

Total Short-Term Securities		—			99,999,018		—		99,999,018

Other
FDIC-Insured Debt Securities		—			34,576,751		—		34,576,751
Affiliated Money Market Fund(c)		16,164,218			—		—		16,164,218
Investments of Cash Collateral Received for Securities on Loan		—			301,081,781		—		301,081,781

Total Other		16,164,218			335,658,532		—		351,822,750

Investments in Securities		329,469,209			1,161,332,666		16,919,938		1,507,721,813
Derivatives(d)
Assets
Futures Contracts		1,639,980			—		—		1,639,980
Liabilities
Futures Contracts		(22,650	)		—		—		(22,650	)

Total		$331,086,539			$1,161,332,666		$16,919,938		$1,509,339,143


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


				Residential
				Mortgage-Backed
	Asset-Backed			Securities			Total
Balance as of Dec. 31, 2009		19,367,877			2,515,420			21,883,297
Accrued discounts/premiums		16,258			—			16,258
Realized gain (loss)		—			24,012			24,012
Change in unrealized appreciation (depreciation)*		7,065			15,617			22,682
Sales		(276,349	)		(4,482,817	)		(4,759,166	)
Purchases		898,047			20,000,000			20,898,047
Transfers into Level 3		—			—			—
Transfers out of Level 3		(19,367,877	)		(1,797,315	)		(21,165,192	)

Balance as of Dec. 31, 2010		645,021			16,274,917			16,919,938


*		Change in unrealized appreciation (depreciation) relating to securities held at Dec. 31, 2010 was $25,962, which is comprised of Asset-Backed Securities of $7,065 and Residential Mortgage-Backed securities of $18,897.

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

288 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 289

Portfolio of Investments

Seligman VP – Growth Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (99.6%)
Issuer	Shares			Value(a)

Aerospace & Defense (3.5%)
Goodrich Corp.		15,991		$1,408,327
Precision Castparts Corp.		17,532	(d)	2,440,630
United Technologies Corp.		56,109		4,416,901

Total				8,265,858


Air Freight & Logistics (1.0%)
United Parcel Service, Inc., Class B		31,380		2,277,560


Auto Components (1.2%)
Autoliv, Inc.		35,569	(c,d)	2,807,817


Automobiles (1.6%)
Ford Motor Co.		224,339	(b,d)	3,766,652


Beverages (2.1%)
The Coca-Cola Co.		72,932		4,796,738


Biotechnology (2.9%)
Alexion Pharmaceuticals, Inc.		15,839	(b,d)	1,275,831
Amgen, Inc.		27,076	(b)	1,486,472
Celgene Corp.		20,894	(b)	1,235,671
Dendreon Corp.		16,552	(b,d)	577,996
Gilead Sciences, Inc.		46,468	(b)	1,684,001
Incyte Corp., Ltd.		33,013	(b,d)	546,695

Total				6,806,666


Capital Markets (0.7%)
Morgan Stanley		61,626		1,676,843


Chemicals (1.3%)
CF Industries Holdings, Inc.		12,391		1,674,644
The Dow Chemical Co.		42,308		1,444,395

Total				3,119,039


Commercial Banks (0.4%)
Fifth Third Bancorp		62,142	(d)	912,245


Communications Equipment (4.0%)
Cisco Systems, Inc.		93,746	(b)	1,896,482
Juniper Networks, Inc.		68,427	(b,d)	2,526,325
QUALCOMM, Inc.		101,178		5,007,299

Total				9,430,106


Computers & Peripherals (7.2%)
Apple, Inc.		35,037	(b)	11,301,535
EMC Corp.		236,368	(b)	5,412,827

Total				16,714,362


Consumer Finance (1.2%)
American Express Co.		63,215		2,713,188


Containers & Packaging (1.0%)
Crown Holdings, Inc.		24,646	(b,d)	822,683
Packaging Corp. of America		61,683		1,593,889

Total				2,416,572


Diversified Financial Services (2.0%)
IntercontinentalExchange, Inc.		20,682	(b,d)	2,464,261
JPMorgan Chase & Co.		53,653		2,275,960

Total				4,740,221


Electrical Equipment (0.3%)
GrafTech International Ltd.		33,280	(b,d)	660,275


Electronic Equipment, Instruments & Components (1.5%)
Corning, Inc.		82,695	(d)	1,597,667
Tyco Electronics Ltd.		51,488	(c)	1,822,676

Total				3,420,343


Energy Equipment & Services (2.6%)
Halliburton Co.		56,532		2,308,201
McDermott International, Inc.		54,869	(b)	1,135,240
National Oilwell Varco, Inc.		21,805		1,466,386
Schlumberger Ltd.		14,138		1,180,523

Total				6,090,350


Food & Staples Retailing (1.9%)
Costco Wholesale Corp.		33,732	(d)	2,435,788
Whole Foods Market, Inc.		39,187	(b)	1,982,470

Total				4,418,258


Food Products (0.8%)
Mead Johnson Nutrition Co.		12,170		757,583
The Hershey Co.		21,819		1,028,765

Total				1,786,348


Health Care Equipment & Supplies (2.3%)
Edwards Lifesciences Corp.		21,736	(b,d)	1,757,138
St. Jude Medical, Inc.		42,392	(b)	1,812,258
Varian Medical Systems, Inc.		25,484	(b,d)	1,765,532

Total				5,334,928


Health Care Providers & Services (2.4%)
Express Scripts, Inc.		39,588	(b)	2,139,731
UnitedHealth Group, Inc.		39,753		1,435,481
Universal Health Services, Inc., Class B		48,674		2,113,425

Total				5,688,637


Hotels, Restaurants & Leisure (2.4%)
Bally Technologies, Inc.		28,945	(b,d)	1,221,190
Ctrip.com International Ltd., ADR		17,348	(b,c,d)	701,727
Las Vegas Sands Corp.		31,169	(b,d)	1,432,216
Starbucks Corp.		70,208	(d)	2,255,782

Total				5,610,915


Industrial Conglomerates (0.5%)
3M Co.		13,809		1,191,717


Insurance (0.8%)
MetLife, Inc.		44,228		1,965,492


Internet & Catalog Retail (2.0%)
Amazon.com, Inc.		21,425	(b)	3,856,500
priceline.com, Inc.		2,161	(b)	863,428

Total				4,719,928


Internet Software & Services (3.8%)
Akamai Technologies, Inc.		36,984	(b,d)	1,740,097
Google, Inc., Class A		11,866	(b)	7,048,048

Total				8,788,145


IT Services (3.1%)
Cognizant Technology Solutions Corp., Class A		33,435	(b)	2,450,451
IBM Corp.		23,830		3,497,291
Teradata Corp.		30,185	(b)	1,242,415

Total				7,190,157


Life Sciences Tools & Services (1.5%)
Life Technologies Corp.		31,932	(b)	1,772,226
Waters Corp.		20,968	(b)	1,629,423

Total				3,401,649


Machinery (6.3%)
Cummins, Inc.		27,213	(d)	2,993,702
Deere & Co.		28,872		2,397,820
Dover Corp.		51,570	(d)	3,014,266
Flowserve Corp.		20,744	(d)	2,473,100
Ingersoll-Rand PLC		27,568	(c,d)	1,298,177
Parker Hannifin Corp.		29,517		2,547,317

Total				14,724,382


Media (1.4%)
CBS Corp., Class B		48,654		926,859
Viacom, Inc., Class B		58,417		2,313,897

Total				3,240,756


Metals & Mining (1.7%)
Allegheny Technologies, Inc.		37,771	(d)	2,084,204
Freeport-McMoRan Copper & Gold, Inc.		14,964		1,797,027

Total				3,881,231


Multiline Retail (2.0%)
Nordstrom, Inc.		40,906	(d)	1,733,596
Target Corp.		49,288		2,963,688

Total				4,697,284


Oil, Gas & Consumable Fuels (7.3%)
Apache Corp.		18,847		2,247,128
Chevron Corp.		32,344		2,951,390
Continental Resources, Inc.		27,590	(b)	1,623,672
Exxon Mobil Corp.		50,124		3,665,067
Kinder Morgan Management LLC		—	(b,g)	1
Murphy Oil Corp.		12,855	(d)	958,340

See accompanying Notes to Portfolio of Investments.

290 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Common Stocks (continued)
Issuer	Shares			Value(a)


Oil, Gas & Consumable Fuels (cont.)
Occidental Petroleum Corp.		21,193		$2,079,033
Peabody Energy Corp.		34,934		2,235,077
Southwestern Energy Co.		37,122	(b)	1,389,476

Total				17,149,184


Personal Products (1.5%)
Avon Products, Inc.		54,410		1,581,155
The Estee Lauder Companies, Inc., Class A		24,383		1,967,708

Total				3,548,863


Pharmaceuticals (1.4%)
Allergan, Inc.		35,135		2,412,720
Medicis Pharmaceutical Corp., Class A		32,783	(d)	878,257

Total				3,290,977


Road & Rail (1.4%)
JB Hunt Transport Services, Inc.		40,378	(d)	1,647,826
Union Pacific Corp.		16,438		1,523,145

Total				3,170,971


Semiconductors & Semiconductor Equipment (4.7%)
Advanced Micro Devices, Inc.		177,927	(b,d)	1,455,443
Broadcom Corp., Class A		55,052	(d)	2,397,515
Netlogic Microsystems, Inc.		44,238	(b,d)	1,389,516
Skyworks Solutions, Inc.		55,903	(b,d)	1,600,503
Texas Instruments, Inc.		92,902		3,019,314
Varian Semiconductor Equipment Associates, Inc.		30,754	(b,d)	1,136,975

Total				10,999,266


Software (7.9%)
Autodesk, Inc.		53,874	(b)	2,057,987
Intuit, Inc.		48,625	(b,d)	2,397,213
Microsoft Corp.		126,623		3,535,314
Oracle Corp.		193,930		6,070,008
Rovi Corp.		30,851	(b,d)	1,913,071
Salesforce.com, Inc.		7,691	(b)	1,015,212
SuccessFactors, Inc.		55,430	(b,d)	1,605,253

Total				18,594,058


Specialty Retail (3.2%)
Dick’s Sporting Goods, Inc.		52,605	(b,d)	1,972,688
Limited Brands, Inc.		59,598		1,831,447
Lowe’s Companies, Inc.		96,254		2,414,049
TJX Companies, Inc.		25,879		1,148,769

Total				7,366,953


Textiles, Apparel & Luxury Goods (1.4%)
Coach, Inc.		40,625		2,246,968
Lululemon Athletica, Inc.		14,725	(b,c,d)	1,007,485

Total				3,254,453


Tobacco (1.5%)
Philip Morris International, Inc.		58,191		3,405,919


Wireless Telecommunication Services (1.9%)
American Tower Corp., Class A		29,462	(b)	1,521,418
Millicom International Cellular SA		12,841	(c)	1,227,600
NII Holdings, Inc.		40,057	(b,d)	1,788,945

Total				4,537,963


Total Common Stocks
(Cost: $192,143,237)				$232,573,269




Money Market Fund (0.7%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		1,551,886	(e)	$1,551,886


Total Money Market Fund
(Cost: $1,551,886)				$1,551,886


Investments of Cash Collateral Received
for Securities on Loan (13.2%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)

Certificates of Deposit (1.1%)
KBC Bank NV
01-20-11		0.450	%		$1,000,000	$1,000,000
United Overseas Bank Ltd.
02-22-11		0.340			1,500,000	1,500,000

Total						2,500,000


	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements (12.1%)(f)
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$20,000,667		0.400	%		$20,000,000	$20,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$2,311,315		0.280			2,311,261	2,311,261
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,208		0.500			5,000,000	5,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$1,000,025		0.300			1,000,000	1,000,000

Total						28,311,261


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $30,811,261)						$30,811,261


Total Investments in Securities
(Cost: $224,506,384)						$264,936,416

Notes to Portfolio of Investments


ADR		— American Depositary Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 3.80% of net assets.

(d)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(e)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 291

Portfolio of Investments (continued) Seligman VP – Growth Fund

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$640,621
Fannie Mae Pool		1,749,575
Fannie Mae Principal Strip		20,923
Fannie Mae REMICS		1,172,793
Federal Farm Credit Bank		1,090,740
Federal Home Loan Banks		1,954,149
Federal Home Loan Mortgage Corp		146,612
Federal National Mortgage Association		1,694,384
FHLMC Structured Pass Through Securities		693,595
Freddie Mac Non Gold Pool		1,679,437
Freddie Mac Reference REMIC		11,303
Freddie Mac REMICS		1,030,785
Freddie Mac Strips		303,969
Ginnie Mae I Pool		196,471
Ginnie Mae II Pool		1,089,082
Government National Mortgage Association		438,180
United States Treasury Inflation Indexed Bonds		60,229
United States Treasury Note/Bond		4,786,099
United States Treasury Strip Coupon		1,430,544
United States Treasury Strip Principal		210,509

Total market value of collateral securities		$20,400,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$1,230,547
Ginnie Mae I Pool		1,126,939

Total market value of collateral securities		$2,357,486



Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000

292 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$36,653
Capital One Multi-Asset Execution Trust		134,099
Chase Issuance Trust		35,945
Citibank Credit Card Issuance Trust		83,971
Citibank Omni Master Trust		81,145
Discover Card Master Trust I		48,968
First Franklin Mortgage Loan Asset Backed Certificates		29,632
First National Master Note Trust		44,146
Ford Credit Auto Owner Trust		7,646
Freddie Mac Gold Pool		82,095
GS Mortgage Securities Corp II		33,357
HSBC Home Equity Loan Trust		93,900
Merrill Lynch/Countrywide Commercial Mortgage Trust		101,857
Nelnet Student Loan Trust		42,089
SLC Student Loan Trust		67,407
SLM Student Loan Trust		102,450
Structured Asset Investment Loan Trust		7,558
Wells Fargo Home Equity Trust		14,673

Total market value of collateral securities		$1,047,591


(g)		Represents fractional shares.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 293

Portfolio of Investments (continued) Seligman VP – Growth Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$232,573,269		$—		$—		$232,573,269

Total Equity Securities		232,573,269		—		—		232,573,269

Other
Affiliated Money Market Fund(c)		1,551,886		—		—		1,551,886
Investments of Cash Collateral Received for Securities on Loan		—		30,811,261		—		30,811,261

Total Other		1,551,886		30,811,261		—		32,363,147

Total		$234,125,155		$30,811,261		$—		$264,936,416


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

294 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 295

Portfolio of Investments

Seligman VP – Larger-Cap Value Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (98.8%)
Issuer	Shares			Value(a)

Aerospace & Defense (7.1%)
General Dynamics Corp.		9,000	(c)	$638,640
Honeywell International, Inc.		16,000		850,560
United Technologies Corp.		8,000		629,760

Total				2,118,960


Capital Markets (2.0%)
Morgan Stanley		22,000		598,620


Chemicals (7.5%)
EI du Pont de Nemours & Co.		22,000		1,097,360
Praxair, Inc.		6,000		572,820
The Sherwin-Williams Co.		7,000	(c)	586,250

Total				2,256,430


Commercial Banks (4.1%)
U.S. Bancorp		45,000		1,213,650


Communications Equipment (3.5%)
Juniper Networks, Inc.		28,000	(b,c)	1,033,760


Diversified Financial Services (9.9%)
Bank of America Corp.		110,766		1,477,618
JPMorgan Chase & Co.		35,000		1,484,700

Total				2,962,318


Food & Staples Retailing (3.5%)
Costco Wholesale Corp.		7,500	(c)	541,575
Wal-Mart Stores, Inc.		9,500		512,335

Total				1,053,910


Food Products (4.0%)
Tyson Foods, Inc., Class A		70,000		1,205,400


Health Care Equipment & Supplies (3.2%)
Baxter International, Inc.		19,000		961,780


Health Care Providers & Services (3.7%)
Humana, Inc.		20,000	(b)	1,094,800


Independent Power Producers & Energy Traders (4.1%)
The AES Corp.		100,000	(b)	1,218,000


Insurance (10.7%)
MetLife, Inc.		21,048		935,373
Prudential Financial, Inc.		9,000		528,390
The Travelers Companies, Inc.		10,000		557,100
Unum Group		50,000		1,211,000

Total				3,231,863


Multiline Retail (6.4%)
JC Penney Co., Inc.		28,000		904,680
Nordstrom, Inc.		24,000	(c)	1,017,120

Total				1,921,800


Oil, Gas & Consumable Fuels (12.8%)
Chevron Corp.		7,000		638,750
ConocoPhillips		10,000		681,000
Marathon Oil Corp.		14,926		552,710
The Williams Companies, Inc.		37,000	(c)	914,640
Valero Energy Corp.		45,000	(c)	1,040,401

Total				3,827,501


Pharmaceuticals (2.5%)
Bristol-Myers Squibb Co.		28,000	(c)	741,440


Road & Rail (4.9%)
CSX Corp.		11,000	(c)	710,710
Union Pacific Corp.		8,000		741,280

Total				1,451,990


Specialty Retail (4.7%)
Lowe’s Companies, Inc.		30,000		752,400
The Gap, Inc.		30,000		664,200

Total				1,416,600


Tobacco (4.2%)
Altria Group, Inc.		24,497		603,116
Philip Morris International, Inc.		11,000		643,830

Total				1,246,946


Total Common Stocks
(Cost: $22,938,337)				$29,555,768


Warrants (—%)
Issuer	Shares		Value(a)

Hotels, Restaurants & Leisure
Krispy Kreme Doughnuts, Inc.		7(b,d)	$	2


Total Warrants
(Cost: $—)			$	2


Money Market Fund (1.5%)
	Shares		Value(a)

Columbia Short-Term Cash Fund, 0.229%		447,502(e)	$	447,502


Total Money Market Fund
(Cost: $447,502)			$	447,502


Investments of Cash Collateral Received
for Securities on Loan (15.3%)
	Effective	Principal
Issuer	yield	amount		Value(a)


Repurchase Agreements(f)
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$4,574,953	0.280%	$	4,574,846	$	4,574,846


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $4,574,846)				$	4,574,846


Total Investments in Securities
(Cost: $27,960,685)				$	34,578,118

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

See accompanying Notes to Financial Statements.

296 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(d)		Identifies issues considered to be illiquid as to their marketability (see Note 2 to the financial statements). The aggregate value of such securities at Dec. 31, 2010 was $2, representing less than 0.01%. Information concerning such security holdings at Dec. 31, 2010 was as follows:


(e)		Affiliated Money Market Fund – See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The market value of securities held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$2,435,710
Ginnie Mae I Pool		2,230,633

Total market value of collateral securities		$4,666,343

See accompanying Notes to Financial Statements.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 297

Portfolio of Investments (continued) Seligman VP – Larger-Cap Value Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$29,555,768		$—		$—		$29,555,768
Warrants		2		—		—		2

Total Equity Securities		29,555,770		—		—		29,555,770

Other
Affiliated Money Market Fund(c)		447,502		—		—		447,502
Investments of Cash Collateral Received for Securities on Loan		—		4,574,846		—		4,574,846

Total Other		447,502		4,574,846		—		5,022,348

Investments in Securities		30,003,272		4,574,846		—		34,578,118


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

See accompanying Notes to Financial Statements.

298 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)


(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 299

Portfolio of Investments

Seligman VP – Smaller-Cap Value Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (100.1%)
Issuer	Shares			Value(a)

Aerospace & Defense (2.7%)
Cubic Corp.		50,000	(d)	$2,357,500


Airlines (6.0%)
Delta Air Lines, Inc.		205,000	(b)	2,583,000
United Continental Holdings, Inc.		115,000	(b,d)	2,739,300

Total				5,322,300


Auto Components (0.3%)
American Axle & Manufacturing Holdings, Inc.		20,000	(b,d)	257,200


Beverages (1.9%)
Central European Distribution Corp.		75,000	(b)	1,717,500


Chemicals (3.6%)
Cytec Industries, Inc.		23,400		1,241,605
Minerals Technologies, Inc.		30,000	(d)	1,962,300

Total				3,203,905


Commercial Services & Supplies (4.5%)
The Brink’s Co.		65,000	(d)	1,747,200
Waste Connections, Inc.		79,500		2,188,635

Total				3,935,835


Communications Equipment (1.8%)
F5 Networks, Inc.		12,000	(b)	1,561,920


Construction & Engineering (2.5%)
The Shaw Group, Inc.		65,000	(b)	2,224,950


Containers & Packaging (2.1%)
Owens-Illinois, Inc.		60,000	(b)	1,842,000


Diversified Consumer Services (3.6%)
Sotheby’s		70,000	(d)	3,150,000


Electrical Equipment (10.7%)
Belden, Inc.		90,000	(d)	3,313,800
EnerSys		100,000	(b)	3,212,000
Thomas & Betts Corp.		60,000	(b)	2,898,000

Total				9,423,800


Energy Equipment & Services (4.7%)
Exterran Holdings, Inc.		66,000	(b,d)	1,580,700
Terra Technologies, Inc.		216,000	(b,d)	2,563,920

Total				4,144,620


Food Products (2.9%)
Smithfield Foods, Inc.		125,000	(b,d)	2,578,750


Health Care Equipment & Supplies (0.6%)
Analogic Corp.		10,000	(d)	495,100


Health Care Providers & Services (3.2%)
WellCare Health Plans, Inc.		93,000	(b,d)	2,810,460


Hotels, Restaurants & Leisure (5.9%)
Penn National Gaming, Inc.		65,000	(b)	2,284,750
Texas Roadhouse, Inc.		170,000	(b,d)	2,918,900

Total				5,203,650


Household Durables (2.0%)
Lennar Corp., Class A		95,000	(d)	1,781,250


Insurance (13.2%)
Aspen Insurance Holdings Ltd.		75,000	(c)	2,146,500
Endurance Specialty Holdings Ltd.		20,000	(c,d)	921,400
Infinity Property & Casualty Corp.		40,000	(d)	2,471,999
Lincoln National Corp.		85,000		2,363,850
The Hanover Insurance Group, Inc.		42,000		1,962,240
WR Berkley Corp.		66,000	(d)	1,807,080

Total				11,673,069


IT Services (2.2%)
CACI International, Inc., Class A		37,000	(b,d)	1,975,800


Machinery (3.2%)
Douglas Dynamics, Inc.		57,797	(d)	875,625
Mueller Industries, Inc.		60,000	(d)	1,962,000

Total				2,837,625


Personal Products (3.3%)
Herbalife Ltd.		43,000	(c)	2,939,910


Professional Services (1.0%)
School Specialty, Inc.		65,000	(b,d)	905,450


Semiconductors & Semiconductor Equipment (11.2%)
Cypress Semiconductor Corp.		210,000	(b,d)	3,901,800
ON Semiconductor Corp.		330,000	(b,d)	3,260,400
Varian Semiconductor Equipment Associates, Inc.		75,000	(b,d)	2,772,750

Total				9,934,950


Software (6.3%)
Lawson Software, Inc.		270,000	(b,d)	2,497,500
Quest Software, Inc.		110,000	(b,d)	3,051,400

Total				5,548,900


Transportation Infrastructure (0.7%)
Aegean Marine Petroleum Network, Inc.		60,000	(c)	625,800


Total Common Stocks
(Cost: $46,764,258)				$88,452,244




Money Market Fund (0.2%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		143,973	(e)	$143,973


Total Money Market Fund
(Cost: $143,973)				$143,973


Investments of Cash Collateral Received
for Securities on Loan (20.1%)
	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements(f)
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,167		0.400	%		$5,000,000	$5,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$7,769,293		0.280			7,769,111	7,769,111
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$5,000,188		0.450			5,000,000	5,000,000


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $17,769,111)						$17,769,111


Total Investments in Securities
(Cost: $64,677,342)						$106,365,328

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

300 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 7.51% of net assets.

(d)		At Dec. 31,2010, security was partially or fully on loan. See Note 7 to the financial statements.

(e)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value (a)
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271
Government National Mortgage Association		109,545
United States Treasury Inflation Indexed Bonds		15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000


Deutsche Bank AG (0.280%)
Security description	Value (a)
Freddie Mac REMICS		$4,136,381
Ginnie Mae I Pool		3,788,112

Total market value of collateral securities		$7,924,493


Pershing LLC (0.450%)
Security description	Value (a)
Fannie Mae Pool		$2,596,530
Fannie Mae REMICS		585,460
Freddie Mac Gold Pool		222,092
Freddie Mac REMICS		772,736
Ginnie Mae I Pool		197,792
Government National Mortgage Association		725,390

Total market value of collateral securities		$5,100,000

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 301

Portfolio of Investments (continued) Seligman VP – Smaller-Cap Value Fund

Fair Value Measurements

Generally accepted accounting principles (GAAP) require disclosure regarding the Inputs and valuation techniques used to measure fair value and any changes in valuation inputs or techniques, in addition, investments shall be disclosed by major category.

The Fund categorizes its fair value measurements according to a three-level hierarchy that maximizes the use of observable Inputs and minimizes the use of unobservable inputs by prioritizing that the most observable input be used when available. Observable inputs are those that market participants would use in pricing an investment based on market data obtained from sources independent of the reporting entity Unobservable inputs are those that reflect the Fund’s assumptions about the Information market participants would use in pricing an investment. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is deemed significant to the asset or liability’s fair value measurement. The input levels are not necessarily an indication of the risk or liquidity associated with investments at that level. For example, certain U.S. government securities are generally high quality and liquid, however, they are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

Fair value inputs are summarized in the three broad levels listed below;


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (Including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.)

•	Level 3 — Valuations based on significant unobservable Inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

Inputs that are used in determining fair value of an investment may Include price information, credit data, volatility statistice, and other factors. These inputs can be either observable or unobservable. The availability of observable inputs can vary between investments, and is affected by various factors such as the type of investment, and the volume and level of activity for that investment or similar investments in the marketplace. The Inputs will be considered by the Fund Administrator, along with any other relevant factors in the calculation of an investment’s fair value. The Fund uses prices and inputs that are current as of the measurement date, which may include periods of market dislocations. During these periods, the availability of prices and inputs may be reduced for many Investments. This condition could cause an Investment to be reclassified between the various levels wrthln the hierarchy.

Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those Investments. However, these may be classified as Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models rely on one or more significant unobservable inputs and/or significant assumptions by the Fund Administrator. Inputs used In valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31. 2010:


	Fair value at Dec. 31 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	In active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$88,452,244		$—		$—		$88,452,244

Total Equity Securities		88,452,244		—		—		88,452,244

Other
Affiliated Money Market Fund(c)		143,973		—		—		143,973
Investments of Cash Collateral Received for Securities on Loan		—		17,769,111		—		17,769,111

Total Other		143,973		17,769,111		—		17,913,084

Total		$88,596,217		$17,769,111		$—		$106,365,328


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

302 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 303

Portfolio of Investments

Threadneedle VP – Emerging Markets Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (96.6%)(c)
Issuer	Shares			Value(a)

Brazil (15.7%)
Anhanguera Educacional Participacoes SA		484,400		$11,665,262
Banco Santander Brasil SA, ADR		999,798		13,597,253
BM&FBovespa SA		1,511,200		11,945,850
Fibria Celulose SA, ADR		441,049	(b)	7,056,784
Itaú Unibanco Holding SA, ADR		777,970		18,679,059
Localiza Rent a Car SA		619,697		10,036,032
Lojas Renner SA		315,200		10,702,757
MRV Engenharia e Participacoes SA		669,000		6,287,231
OGX Petroleo e Gas Participacoes SA		1,155,800	(b)	13,916,918
Petroleo Brasileiro SA, ADR		698,223		26,420,758
Vale SA, ADR		983,615		34,003,570

Total				164,311,474


China (14.5%)
Bank of China Ltd., Series H		19,058,599	(e)	10,054,073
China Construction Bank Corp., Series H		23,730,460		21,281,691
China National Building Material Co., Ltd.,		2,292,000		5,255,203
Series H China Yurun Food Group Ltd.		2,140,000		7,035,126
CNOOC Ltd.		3,599,000		8,539,058
CNOOC Ltd., ADR		55,501		13,229,773
Dongfang Electric Corp., Ltd., Series H		1,413,800	(e)	7,003,513
Dongfeng Motor Group Co., Ltd., Series H		4,812,000		8,296,552
Hengan International Group Co., Ltd.		794,500		6,854,249
Industrial & Commercial Bank of China, Series H		6,868,169	(e)	5,116,662
New Oriental Education & Technology Group, ADR		84,240	(b)	8,864,575
PetroChina Co., Ltd., Series H		5,838,000		7,631,765
Ping An Insurance Group Co. of China Ltd., Series H		1,180,000		13,193,772
Tencent Holdings Ltd.		451,600	(e)	9,814,107
Yanzhou Coal Mining Co., Ltd., Series H		3,614,000		11,043,811
Zhuzhou CSR Times Electric Co., Ltd., Series H		2,174,000		8,545,509

Total				151,759,439


Egypt (0.5%)
Orascom Construction Industries, GDR		99,323	(d)	4,865,834


Hong Kong (2.3%)
Agile Property Holdings Ltd.		4,226,000		6,220,463
Belle International Holdings Ltd.		3,026,000		5,116,011
China Mobile Ltd.		503,000		4,996,346
China Overseas Land & Investment Ltd.		4,165,920		7,707,917

Total				24,040,737


Hungary (0.8%)
OTP Bank PLC		338,115	(b)	8,174,424


India (7.4%)
Bharat Heavy Electricals Ltd.		176,783		9,189,948
ICICI Bank Ltd.		497,434		12,742,991
Infosys Technologies Ltd.		146,286		11,266,804
Jaiprakash Associates Ltd.		2,556,018		6,052,674
Larsen & Toubro Ltd.		231,945		10,270,182
Maruti Suzuki India Ltd.		304,708		9,690,669
Reliance Industries Ltd.		396,424		9,389,130
State Bank of India		149,870		9,427,728

Total				78,030,126


Indonesia (3.7%)
Astra International Tbk PT		705,500		4,280,263
Bank Mandiri Tbk PT		9,610,000		6,937,351
Bank Rakyat Indonesia Persero Tbk PT		6,279,500		7,333,015
Bumi Resources Tbk PT		24,175,000		8,130,323
Indofood CBP Sukses Makmur Tbk PT		10,309,500	(b)	5,370,130
Semen Gresik Persero Tbk PT		6,135,500		6,450,107

Total				38,501,189


Luxembourg (1.1%)
Evraz Group SA, GDR		188,989	(b,d)	6,779,036
Ternium SA, ADR		117,228		4,971,639

Total				11,750,675


Malaysia (2.3%)
Axiata Group Bhd		5,898,600	(b)	9,136,115
CIMB Group Holdings Bhd		1,880,900		5,220,461
Genting Bhd		2,739,000		9,990,272

Total				24,346,848


Mexico (4.2%)
America Movil SAB de CV, Series L, ADR		314,928		18,057,972
Grupo Financiero Banorte SAB de CV, Series O		2,243,400		10,686,411
Grupo Mexico SAB de CV, Series B		1,578,800		6,513,580
Wal-Mart de Mexico SAB de CV, Series V		3,058,500		8,758,853

Total				44,016,816


Philippine Islands (0.5%)
Ayala Corp.		592,520		5,319,394


Poland (1.1%)
Bank Pekao SA		111,123		6,730,398
Powszechna Kasa Oszczednosci Bank Polski SA		337,806		4,954,960

Total				11,685,358


Russia (7.4%)
Eurasia Drilling Co., Ltd., GDR		213,241	(d)	6,930,333
Lukoil OAO, ADR		201,662		11,393,903
Magnit OJSC, GDR		262,654	(d)	7,695,762
MMC Norilsk Nickel, ADR		475,241		11,393,902
Novolipetsk Steel OJSC, GDR		223,191	(d)	10,646,211
Sberbank of Russia		5,921,863		20,128,454
X5 Retail Group NV, GDR		198,946	(b,d)	9,201,252

Total				77,389,817


South Africa (7.0%)
Impala Platinum Holdings Ltd.		339,641		11,979,948
Kumba Iron Ore Ltd.		137,345		8,827,628
Life Healthcare Group Holdings Ltd.		3,866,749		8,694,126
Mr Price Group Ltd.		833,765		8,394,963
MTN Group Ltd.		459,716		9,356,361
Naspers Ltd., Series N		170,312		10,004,018
Shoprite Holdings Ltd.		496,624		7,493,048
Standard Bank Group Ltd.		559,205		9,106,153

Total				73,856,245


South Korea (12.5%)
Hyundai Department Store Co., Ltd.		74,950		9,288,440
Hyundai Engineering & Construction Co., Ltd.		144,220		9,260,643
Hyundai Heavy Industries Co., Ltd.		17,926		7,044,683
Hyundai Mobis		53,463		13,496,459
Hyundai Motor Co.		95,603		14,717,220
Kangwon Land, Inc.		223,700		5,558,238
LG Chem Ltd.		37,040		12,858,654
POSCO		17,610		7,584,982
Samsung Electronics Co., Ltd.		36,925		31,092,192

See accompanying Notes to Portfolio of Investments.

304 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Common Stocks (continued)
Issuer	Shares		Value(a)

South Korea (cont.)
Samsung Engineering Co., Ltd.		57,581	$9,812,501
Shinhan Financial Group Co., Ltd.		232,670	10,908,315

Total			131,622,327


Taiwan (8.6%)
Acer, Inc.		3,559,028	11,020,291
Cathay Financial Holding Co., Ltd.		4,245,000	7,542,323
Delta Electronics, Inc.		2,566,000	12,566,328
Hon Hai Precision Industry Co., Ltd.		4,395,042	17,747,523
MediaTek, Inc.		277,355	3,979,508
Synnex Technology International Corp.		2,547,909	6,891,210
Taiwan Semiconductor Manufacturing Co., Ltd.		6,472,838	15,793,920
Tripod Technology Corp.		2,387,161	9,762,601
Yuanta Financial Holding Co., Ltd.		6,825,000	5,113,238

Total			90,416,942


Thailand (2.1%)
Bangkok Bank PCL, NVDR		2,145,532	10,495,408
Siam Commercial Bank PCL		3,368,400	11,609,748

Total			22,105,156


Turkey (2.5%)
BIM Birlesik Magazalar AS		210,963	7,201,273
KOC Holding AS		2,102,700	10,281,081
Turkiye Garanti Bankasi AS		1,643,557	8,356,707

Total			25,839,061


United Kingdom (1.1%)
Antofagasta PLC		467,498	11,750,998


United States (1.3%)
Southern Copper Corp.		288,594	14,066,072


Total Common Stocks
(Cost: $798,923,381)			$1,013,848,932


Preferred Stocks (1.4%)(c)
Issuer	Shares		Value(a)

Brazil
Itaú Unibanco Holding SA		457,800	$	10,966,804
Petroleo Brasileiro SA		246,800		4,054,890


Total Preferred Stocks
(Cost: $13,779,873)			$	15,021,694




Money Market Fund (1.0%)
	Shares		Value(a)

Columbia Short-Term Cash Fund, 0.229%		10,923,710(g)	$	10,923,710


Total Money Market Fund
(Cost: $10,923,710)			$	10,923,710


Investments of Cash Collateral Received
for Securities on Loan (0.9%)
	Effective	Principal
Issuer	yield	amount		Value(a)

Repurchase Agreements(f)
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$2,000,067	0.400%	$	2,000,000	$	2,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$6,942,444	0.280		6,942,282		6,942,282

Total					8,942,282


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $8,942,282)		$8,942,282


Total Investments in Securities
(Cost: $832,569,246)(h)		$1,048,736,618

Summary of Investments in Securities by Industry

The following table represents the portfolio investments of the Fund by industry classifications as a percentage of net assets at Dec. 31, 2010:


	Percentage of
Industry	net assets			Value(a)
Auto Components		1.3	%		$13,496,459
Automobiles		3.5			36,984,704
Banking		1.0			10,966,804
Capital Markets		0.5			5,113,238
Chemicals		1.2			12,858,654
Commercial Banks		20.1			211,541,262
Computers & Peripherals		1.0			11,020,291
Construction & Engineering		3.3			34,209,160
Construction Materials		1.1			11,705,310
Diversified Consumer Services		2.0			20,529,837
Diversified Financial Services		1.6			17,265,244
Electrical Equipment		2.4			24,738,970
Electronic Equipment, Instruments & Components		4.5			46,967,662
Energy Equipment & Services		0.7			6,930,333
Food & Staples Retailing		3.8			40,350,188
Food Products		1.2			12,405,256
Health Care Providers & Services		0.8			8,694,126
Hotels, Restaurants & Leisure		1.5			15,548,510
Household Durables		0.6			6,287,231
Industrial Conglomerates		1.6			16,333,755
Insurance		2.0			20,736,095
Internet Software & Services		0.9			9,814,107
IT Services		1.1			11,266,804
Machinery		0.7			7,044,683

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 305

Portfolio of Investments (continued) Threadneedle VP – Emerging Markets Fund

Summary of Investments in Securities by Industry (continued)


	Percentage of
Industry	net assets			Value(a)
Media		1.0	%		$10,004,018
Metals & Mining		12.2			128,517,566
Multiline Retail		1.9			19,991,197
Oil Field Services		0.4			4,054,890
Oil, Gas & Consumable Fuels		10.4			109,695,439
Paper & Forest Products		0.7			7,056,784
Personal Products		0.6			6,854,249
Real Estate Management & Development		1.3			13,928,380
Road & Rail		1.0			10,036,032
Semiconductors & Semiconductor Equipment		4.8			50,865,620
Specialty Retail		1.3			13,510,974
Wireless Telecommunication Services		4.0			41,546,794
Other ⁽¹⁾		1.9			19,865,992

Total					$1,048,736,618


⁽¹⁾		Cash & Cash Equivalents.

Notes to Portfolio of Investments


ADR		— American Depositary Receipt
GDR		— Global Depositary Receipt
NVDR		— Non-voting Depository Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars.

(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $46,118,428 or 4.39% of net assets.

(e)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value (a)
Fannie Mae Interest Strip		$64,062
Fannie Mae Pool		174,958
Fannie Mae Principal Strip		2,092
Fannie Mae REMICS		117,279
Federal Farm Credit Bank		109,074
Federal Home Loan Banks		195,415
Federal Home Loan Mortgage Corp		14,661
Federal National Mortgage Association		169,438
FHLMC Structured Pass Through Securities		69,360
Freddie Mac Non Gold Pool		167,944
Freddie Mac Reference REMIC		1,130
Freddie Mac REMICS		103,079
Freddie Mac Strips		30,397
Ginnie Mae I Pool		19,647
Ginnie Mae II Pool		108,908

306 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%) (continued)
Security description	Value (a)
Government National Mortgage Association		$43,818
United States Treasury Inflation Indexed Bonds		6,023
United States Treasury Note/Bond		478,610
United States Treasury Strip Coupon		143,054
United States Treasury Strip Principal		21,051

Total market value of collateral securities		$2,040,000


Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$3,696,166
Ginnie Mae I Pool		3,384,962

Total market value of collateral securities		$7,081,128


(g)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(h)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $850,142,400 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$211,450,825
Unrealized depreciation	(12,856,607	)

Net unrealized appreciation	$198,594,218

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 307

Portfolio of Investments (continued) Threadneedle VP – Emerging Markets Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

308 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Equity Securities
Common Stocks
Auto Components		$—		$13,496,459		$—		$13,496,459
Automobiles		—		36,984,704		—		36,984,704
Capital Markets		—		5,113,238		—		5,113,238
Chemicals		—		12,858,654		—		12,858,654
Commercial Banks		42,962,723		168,578,539		—		211,541,262
Computers & Peripherals		—		11,020,291		—		11,020,291
Construction & Engineering		—		34,209,160		—		34,209,160
Construction Materials		—		11,705,310		—		11,705,310
Diversified Financial Services		11,945,850		5,319,394		—		17,265,244
Electrical Equipment		—		24,738,970		—		24,738,970
Electronic Equipment, Instruments & Components		—		46,967,662		—		46,967,662
Energy Equipment & Services		—		6,930,333		—		6,930,333
Food & Staples Retailing		8,758,853		31,591,335		—		40,350,188
Food Products		—		12,405,256		—		$12,405,256
Health Care Providers & Services		—		8,694,126		—		8,694,126
Hotels, Restaurants & Leisure		—		15,548,510		—		15,548,510
Industrial Conglomerates		—		16,333,755		—		16,333,755
Insurance		—		20,736,095		—		20,736,095
Internet Software & Services		—		9,814,107		—		9,814,107
IT Services		—		11,266,804		—		11,266,804
Machinery		—		7,044,683		—		7,044,683
Media		—		10,004,018		—		10,004,018
Metals & Mining		70,948,763		57,568,803		—		128,517,566
Multiline Retail		10,702,757		9,288,440		—		19,991,197
Oil, Gas & Consumable Fuels		53,567,449		56,127,990		—		109,695,439
Personal Products		—		6,854,249		—		6,854,249
Real Estate Management & Development		—		13,928,380		—		13,928,380
Semiconductors & Semiconductor Equipment		—		50,865,620		—		50,865,620
Specialty Retail		—		13,510,974		—		13,510,974
Wireless Telecommunication Services		18,057,972		23,488,822		—		41,546,794
All Other Industries		43,909,884		—		—		43,909,884
Preferred Stocks		15,021,694		—		—		15,021,694

Total Equity Securities		275,875,945		752,994,681		—		1,028,870,626

Other
Affiliated Money Market Fund(c)		10,923,710		—		—		10,923,710
Investments of Cash Collateral Received for Securities on Loan		—		8,942,282		—		8,942,282

Total Other		10,923,710		8,942,282		—		19,865,992

Total		$286,799,655		$761,936,963		$—		$1,048,736,618


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		The amount of securities transferred out of Level 2 into Level 1 during the period was $40,803,033.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 309

Portfolio of Investments (continued) Threadneedle VP – Emerging Markets Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

310 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

Threadneedle VP – International Opportunity Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (97.4%)(c)
Issuer	Shares			Value(a)

Australia (4.7%)
Australia & New Zealand Banking Group Ltd.		201,231		$4,800,706
BHP Billiton Ltd.		106,800		4,937,570
CSL Ltd.		76,636		2,841,470
Macquarie Group Ltd.		74,534		2,818,363
Newcrest Mining Ltd.		112,599		4,652,314
Rio Tinto Ltd.		51,968	(d)	4,538,089

Total	24,588,512


Belgium (1.1%)
Anheuser-Busch InBev NV		105,195		6,018,737


Bermuda (0.7%)
SeaDrill Ltd.		106,097	(d)	3,628,107


Brazil (2.2%)
Itaú Unibanco Holding SA, ADR		165,510		3,973,895
Lojas Renner SA		98,800		3,354,799
MRV Engenharia e Participacoes SA		226,800		2,131,456
OGX Petroleo e Gas Participacoes SA		162,600	(b)	1,957,857

Total	11,418,007


Canada (1.8%)
Canadian National Railway Co.		50,800		3,379,367
CGI Group, Inc., Class A		199,800	(b)	3,445,518
IESI-BFC Ltd.		113,290	(d)	2,747,629

Total	9,572,514


China (3.8%)
China National Building Material Co., Ltd., Series H		1,196,000		2,742,244
China Yurun Food Group Ltd.		688,000		2,261,760
Dongfeng Motor Group Co., Ltd., Series H		1,136,000		1,958,621
Industrial & Commercial Bank of China, Series H		6,866,695		5,115,564
Ping An Insurance Group Co. of China Ltd., Series H		202,000		2,258,595
Tencent Holdings Ltd.		147,400		3,203,276
Yanzhou Coal Mining Co., Ltd., Series H		894,000	(d)	2,731,922

Total	20,271,982


Denmark (1.3%)
Novo Nordisk A/S, Series B		60,704		6,844,034


France (8.4%)
Air Liquide SA		33,013		4,176,632
BNP Paribas		85,212		5,423,322
Edenred		115,734	(b)	2,740,745
Legrand SA		103,657		4,222,881
LVMH Moet Hennessy Louis Vuitton SA		49,940		8,218,130
Publicis Groupe SA		86,554	(d)	4,512,510
Safran SA		111,484	(d)	3,949,343
Schneider Electric SA		37,343		5,591,054
Societe Generale		105,452		5,669,743

Total	44,504,360


Germany (7.5%)
BASF SE		74,748		5,998,292
BMW AG		74,273		5,839,975
Fresenius Medical Care AG & Co. KGaA		147,060		8,527,492
Infineon Technologies AG		382,256	(b)	3,587,465
Kabel Deutschland Holding AG		39,612	(b,d)	1,859,303
Linde AG		23,068		3,507,905
MAN SE		23,601		2,833,856
SAP AG		50,591		2,569,368
Siemens AG		40,201		5,006,973

Total	39,730,629


Hong Kong (2.5%)
Hong Kong Exchanges and Clearing Ltd.		148,600		3,370,841
Li & Fung Ltd.		1,160,000		6,731,343
Sun Hung Kai Properties Ltd.		202,000		3,355,404

Total	13,457,588


Indonesia (0.8%)
Bank Mandiri Tbk PT		6,141,000		4,433,119


Italy (1.4%)
Fiat SpA		167,705		3,469,605
Saipem SpA		83,552		4,126,747

Total	7,596,352


Japan (15.4%)
Aisin Seiki Co., Ltd.		9,700		341,920
Asahi Breweries Ltd.		56,500		1,090,888
Asahi Kasei Corp.		259,000		1,685,327
Asics Corp.		36,000		460,955
Bridgestone Corp.		25,400		489,105
Canon, Inc.		54,350		2,792,735
Daiichi Sankyo Co., Ltd.		28,100		613,959
East Japan Railway Co.		23,900		1,551,425
Fanuc Corp.		8,800		1,345,633
Fujitsu Ltd.		57,000		395,062
Goldcrest Co., Ltd.		31,160	(d)	812,228
Hankyu Hanshin Holdings, Inc.		218,000		1,010,732
Hisamitsu Pharmaceutical Co., Inc.		14,300		601,244
Hitachi Ltd.		77,000		408,957
Honda Motor Co., Ltd.		68,300		2,696,715
Hoya Corp.		31,200		754,670
J Front Retailing Co., Ltd.		156,000		850,439
Jafco Co., Ltd.		15,800	(d)	456,976
JFE Holdings, Inc.		37,000		1,283,350
JGC Corp.		17,000		368,588
JX Holdings, Inc.		75,900		513,808
Kawasaki Heavy Industries Ltd.		354,000		1,186,848
Kawasaki Kisen Kaisha Ltd.		191,000	(d)	831,872
Kirin Holdings Co., Ltd.		47,000		657,588
Komatsu Ltd.		70,800		2,131,646
Kyocera Corp.		11,200		1,138,312
Lawson, Inc.		16,200		800,037
Makita Corp.		44,300		1,803,318
Mitsubishi Corp.		59,100		1,593,436
Mitsubishi Electric Corp.		159,000	(d)	1,662,048
Mitsubishi Estate Co., Ltd.		79,000		1,460,555
Mitsubishi Gas Chemical Co., Inc.		61,000		431,613
Mitsubishi UFJ Financial Group, Inc.		586,200		3,162,031
Mitsubishi UFJ Lease & Finance Co., Ltd.		20,130		794,838
Mitsui & Co., Ltd.		25,300		416,438
Mitsui Fudosan Co., Ltd.		48,000		954,285
Mizuho Financial Group, Inc.		965,400		1,811,639
MS&AD Insurance Group Holdings		32,700		816,582
Murata Manufacturing Co., Ltd.		14,700		1,026,522
NGK Spark Plug Co., Ltd.		83,000		1,268,848
Nintendo Co., Ltd.		4,100		1,197,445
Nippon Electric Glass Co., Ltd.		40,000		574,369
Nippon Sheet Glass Co., Ltd.		344,000		923,035
Nippon Telegraph & Telephone Corp.		24,500		1,116,089
Nissan Motor Co., Ltd.		205,100		1,940,933
Nomura Holdings, Inc.		60,800		385,923
NSK Ltd.		89,000		800,704
NTT DoCoMo, Inc.		851		1,482,654
ORIX Corp.		5,850	(d)	573,367
Osaka Gas Co., Ltd.		276,000		1,070,292
Rinnai Corp.		12,000		731,806
Santen Pharmaceutical Co., Ltd.		36,200		1,255,526
Sanwa Holdings Corp.		101,000		318,004
Seven & I Holdings Co., Ltd.		22,300		593,492
Shin-Etsu Chemical Co., Ltd.		29,100		1,568,970
Shiseido Co., Ltd.		16,400	(d)	357,264
Softbank Corp.		29,300		1,010,651
Sony Corp.		43,600		1,559,916
Sumitomo Corp.		85,100		1,198,419
Sumitomo Metal Industries Ltd.		281,000		689,128
Sumitomo Metal Mining Co., Ltd.		43,000		749,257
Sumitomo Mitsui Financial Group, Inc.		55,700		1,972,906
Suzuki Motor Corp.		52,000		1,277,010
Takeda Pharmaceutical Co., Ltd.		16,000		786,304
The Bank of Kyoto Ltd.		45,000		425,517

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 311

Portfolio of Investments (continued) Threadneedle VP – International Opportunity Fund


Common Stocks (continued)
Issuer	Shares			Value(a)

Japan (cont.)
The Chiba Bank Ltd.		114,000		$739,473
The Dai-ichi Life Insurance Co., Ltd.		587		950,336
The Kansai Electric Power Co., Inc.		29,600		730,171
The Shizuoka Bank Ltd.		52,000		478,312
The Tokyo Electric Power Co., Inc.		32,200		785,408
Tokio Marine Holdings, Inc.		44,800		1,331,385
Tokyo Electron Ltd.		17,500		1,102,228
Tokyo Gas Co., Ltd.		98,000		434,130
Toshiba Corp.		79,000		428,914
Toyota Motor Corp.		92,500		3,642,926
Ushio, Inc.		38,300		727,509
Yamada Denki Co., Ltd.		16,260		1,106,596

Total	81,489,541


Luxembourg (0.4%)
Evraz Group SA, GDR		59,868	(b,e)	2,147,465


Mexico (1.1%)
America Movil SAB de CV, Series L, ADR		49,548		2,841,082
Grupo Modelo SAB de CV, Series C		394,500		2,457,041
Wal-Mart de Mexico SAB de CV, Series V		233,200		667,832

Total	5,965,955


Netherlands (2.2%)
ASML Holding NV		133,650		5,163,370
ING Groep NV-CVA		668,512	(b)	6,505,895

Total	11,669,265


Norway (1.4%)
DnB NOR ASA		289,995		4,089,581
Telenor ASA		196,565		3,210,880

Total	7,300,461


Singapore (1.4%)
Oversea-Chinese Banking Corp., Ltd.		706,190		5,444,524
Singapore Airlines Ltd.		146,000		1,743,114

Total	7,187,638


South Korea (1.6%)
Hyundai Mobis		11,742		2,964,207
Samsung Electronics Co., Ltd.		6,429		5,413,452

Total	8,377,659


Spain (2.0%)
Amadeus IT Holding SA, Series A		309,474	(b)	6,506,084
Inditex SA		53,558		4,010,480

Total	10,516,564


Sweden (4.6%)
Assa Abloy AB, Series B		148,209		4,188,659
Atlas Copco AB, Series A		203,242		5,140,202
Autoliv, Inc., SDR		72,567		5,758,106
Swedish Match AB		207,445		6,022,725
TeliaSonera AB		398,671	(d)	3,170,874

Total	24,280,566


Switzerland (5.9%)
Credit Suisse Group AG		112,335		4,532,526
Nestlé SA		162,298		9,525,332
SGS SA		2,239		3,764,715
Syngenta AG		13,024		3,824,729
The Swatch Group AG		81,051		6,551,814
Xstrata PLC		117,065		2,748,133

Total	30,947,249


Taiwan (1.6%)
Advanced Semiconductor Engineering, Inc.		292,720		339,518
Hon Hai Precision Industry Co., Ltd.		553,574		2,235,375
MediaTek, Inc.		167,333		2,400,905
Taiwan Semiconductor Manufacturing Co., Ltd.		1,437,149		3,506,687

Total	8,482,485


Turkey (0.6%)
KOC Holding AS		409,133		2,000,442
Turkiye Garanti Bankasi AS		212,487		1,080,396

Total	3,080,838


United Kingdom (23.0%)
Admiral Group PLC		364,150		8,602,464
Aggreko PLC		256,755		5,933,310
ARM Holdings PLC		470,999		3,108,839
BG Group PLC		526,757		10,644,990
BP PLC		984,235		7,144,883
British Airways PLC		811,845	(b,d)	3,449,606
British American Tobacco PLC		143,521		5,513,127
Burberry Group PLC		298,074		5,224,207
Carnival PLC		66,126		3,074,750
HSBC Holdings PLC		284,386		2,887,259
IG Group Holdings PLC		496,442		3,947,923
Lonmin PLC		97,373	(b)	2,985,053
Prudential PLC		418,368		4,357,776
Rio Tinto PLC		188,139		13,161,835
Shire PLC		220,832		5,313,221
Standard Chartered PLC		324,453		8,729,647
Tesco PLC		979,540		6,491,440
The Weir Group PLC		164,049		4,553,271
Tullow Oil PLC		316,581		6,224,864
Vodafone Group PLC		3,796,031		9,813,959

Total	121,162,424


Total Common Stocks
(Cost: $402,294,802)				$514,672,051




Preferred Stocks (1.9%)(c)
Issuer	Shares			Value(a)

Germany
Volkswagen AG		60,616		$9,892,397


Total Preferred Stocks
(Cost: $5,516,354)				$9,892,397




Money Market Fund (0.6%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		3,286,537	(f)	$3,286,537


Total Money Market Fund
(Cost: $3,286,537)				$3,286,537


Investments of Cash Collateral Received
for Securities on Loan (5.3%)
	Effective			Principal
Issuer	yield			amount		Value(a)


Repurchase Agreements(g)
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,167		0.400	%		$5,000,000	$5,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$7,012,961		0.280			7,012,798	7,012,798
Merrill Lynch Government Securities Income dated 12-31-10, matures 01-03-11, repurchase price
$5,000,104		0.250			5,000,000	5,000,000
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,208		0.500			5,000,000	5,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$5,000,188		0.450			5,000,000	5,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$1,000,025		0.300			1,000,000	1,000,000


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $28,012,798)						$28,012,798


Total Investments in Securities
(Cost: $439,110,491)(h)						$555,863,783

See accompanying Notes to Portfolio of Investments.

312 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Summary of Investments in Securities by Industry

The following table represents the portfolio investments of the Fund by industry classifications as a percentage of net assets at Dec. 31, 2010:


	Percentage of
Industry	net assets			Value(a)
Aerospace & Defense		0.7	%		$3,949,343
Airlines		1.0			5,192,720
Auto Components		2.0			10,822,186
Automobiles		3.9			20,825,785
Automotive		1.9			9,892,397
Beverages		1.9			10,224,254
Biotechnology		0.5			2,841,470
Building Products		1.0			5,429,698
Capital Markets		1.6			8,193,788
Chemicals		4.0			21,193,468
Commercial Banks		11.4			60,237,634
Commercial Services & Supplies		2.2			11,421,684
Computers & Peripherals		0.2			823,976
Construction & Engineering		0.1			368,588
Construction Materials		0.5			2,742,244
Consumer Finance		0.1			573,367
Distributors		1.3			6,731,343
Diversified Financial Services		2.8			14,619,497
Diversified Telecommunication Services		1.4			7,497,843
Electric Utilities		0.3			1,515,579
Electrical Equipment		2.3			12,203,492
Electronic Equipment, Instruments & Components		1.2			6,138,205
Energy Equipment & Services		1.5			7,754,854
Food & Staples Retailing		1.6			8,552,801
Food Products		2.2			11,787,092
Gas Utilities		0.3			1,504,422
Health Care Providers & Services		1.6			8,527,492
Hotels, Restaurants & Leisure		0.6			3,074,750
Household Durables		0.8			4,423,178
Industrial Conglomerates		1.5			8,018,147
Insurance		3.5			18,317,138
Internet Software & Services		0.6			3,203,276
IT Services		1.9			9,951,602
Machinery		3.7			19,795,478
Marine		0.2			831,872
Media		1.2			6,371,813
Metals & Mining		7.2			37,892,194
Multiline Retail		0.8			4,205,238
Office Electronics		0.5			2,792,735
Oil, Gas & Consumable Fuels		5.5			29,218,324
Personal Products		0.1			357,264
Pharmaceuticals		2.9			15,414,288
Professional Services		0.7			3,764,715
Real Estate Management & Development		1.2			6,582,472
Road & Rail		0.9			4,930,792
Semiconductors & Semiconductor Equipment		4.7			24,622,464
Software		0.7			3,766,813
Specialty Retail		1.0			5,117,076
Textiles, Apparel & Luxury Goods		3.9			20,455,106
Tobacco		2.2			11,535,852
Trading Companies & Distributors		0.6			3,208,293
Wireless Telecommunication Services		2.9			15,148,346
Other ⁽¹⁾		5.9			31,299,335

Total					$555,863,783


⁽¹⁾		Cash & Cash Equivalents.

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 313

Portfolio of Investments (continued) Threadneedle VP – International Opportunity Fund

Notes to Portfolio of Investments


ADR		— American Depositary Receipt
GDR		— Global Depositary Receipt
SDR		— Swedish Depositary Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars.

(d)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(e)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $2,147,465 or 0.41% of net assets.

(f)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(g)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271
Government National Mortgage Association		109,545
United States Treasury Inflation Indexed Bonds		15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000


Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$3,733,708
Ginnie Mae I Pool		3,419,345

Total market value of collateral securities		$7,153,053



Merrill Lynch Government Securities Income (0.250%)
Security description	Value(a)
Fannie Mae REMICS		$960,321
Freddie Mac REMICS		4,139,688

Total market value of collateral securities		$5,100,009

314 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000


Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$2,596,530
Fannie Mae REMICS		585,460
Freddie Mac Gold Pool		222,092
Freddie Mac REMICS		772,736
Ginnie Mae I Pool		197,792
Government National Mortgage Association		725,390

Total market value of collateral securities		$5,100,000


RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$36,653
Capital One Multi-Asset Execution Trust		134,099
Chase Issuance Trust		35,945
Citibank Credit Card Issuance Trust		83,971
Citibank Omni Master Trust		81,145
Discover Card Master Trust I		48,968
First Franklin Mortgage Loan Asset Backed Certificates		29,632
First National Master Note Trust		44,146
Ford Credit Auto Owner Trust		7,646
Freddie Mac Gold Pool		82,095
GS Mortgage Securities Corp II		33,357
HSBC Home Equity Loan Trust		93,900
Merrill Lynch/Countrywide Commercial Mortgage Trust		101,857
Nelnet Student Loan Trust		42,089
SLC Student Loan Trust		67,407
SLM Student Loan Trust		102,450
Structured Asset Investment Loan Trust		7,558
Wells Fargo Home Equity Trust		14,673

Total market value of collateral securities		$1,047,591


(h)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $449,306,042 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$111,400,920
Unrealized depreciation	(4,843,179	)

Net unrealized appreciation	$106,557,741

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 315

Portfolio of Investments (continued) Threadneedle VP – International Opportunity Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Equity Securities
Common Stocks
Aerospace & Defense		$—		$3,949,343		$—		$3,949,343
Airlines		—		5,192,720		—		5,192,720
Auto Components		—		10,822,186		—		10,822,186
Automobiles		—		20,825,785		—		20,825,785
Beverages		2,457,041		7,767,213		—		10,224,254
Biotechnology		—		2,841,470		—		2,841,470
Building Products		—		5,429,698		—		5,429,698
Capital Markets		—		8,193,788		—		8,193,788
Chemicals		—		21,193,468		—		21,193,468
Commercial Banks		3,973,895		56,263,739		—		60,237,634
Commercial Services & Supplies		2,747,629		8,674,055		—		11,421,684
Computers & Peripherals		—		823,976		—		823,976
Construction & Engineering		—		368,588		—		368,588

316 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Construction Materials		$—		$2,742,244		$—		$2,742,244
Consumer Finance		—		573,367		—		573,367
Distributors		—		6,731,343		—		6,731,343
Diversified Financial Services		—		14,619,497		—		14,619,497
Diversified Telecommunication Services		—		7,497,843		—		7,497,843
Electric Utilities		—		1,515,579		—		1,515,579
Electrical Equipment		—		12,203,492		—		12,203,492
Electronic Equipment, Instruments & Components		—		6,138,205		—		6,138,205
Energy Equipment & Services		—		7,754,854		—		7,754,854
Food & Staples Retailing		667,832		7,884,969		—		8,552,801
Food Products		—		11,787,092		—		11,787,092
Gas Utilities		—		1,504,422		—		1,504,422
Health Care Providers & Services		—		8,527,492		—		8,527,492
Hotels, Restaurants & Leisure		—		3,074,750		—		3,074,750
Household Durables		2,131,456		2,291,722		—		4,423,178
Industrial Conglomerates		—		8,018,147		—		8,018,147
Insurance		—		18,317,138		—		18,317,138
Internet Software & Services		—		3,203,276		—		3,203,276
IT Services		3,445,518		6,506,084		—		9,951,602
Machinery		—		19,795,478		—		19,795,478
Marine		—		831,872		—		831,872
Media		—		6,371,813		—		6,371,813
Metals & Mining		—		37,892,194		—		37,892,194
Multiline Retail		3,354,798		850,440		—		4,205,238
Office Electronics		—		2,792,735		—		2,792,735
Oil, Gas & Consumable Fuels		1,957,857		27,260,467		—		29,218,324
Personal Products		—		357,264		—		357,264
Pharmaceuticals		—		15,414,288		—		15,414,288
Professional Services		—		3,764,715		—		3,764,715
Real Estate Management & Development		—		6,582,472		—		6,582,472
Road & Rail		3,379,367		1,551,425		—		4,930,792
Semiconductors & Semiconductor Equipment		—		24,622,464		—		24,622,464
Software		—		3,766,813		—		3,766,813
Specialty Retail		—		5,117,076		—		5,117,076
Textiles, Apparel & Luxury Goods		—		20,455,106		—		20,455,106
Tobacco		—		11,535,852		—		11,535,852
Trading Companies & Distributors		—		3,208,293		—		3,208,293
Wireless Telecommunication Services		2,841,082		12,307,264		—		15,148,346
Preferred Stocks
Automotive		—		9,892,397		—		9,892,397

Total Equity Securities		26,956,475		497,607,973		—		524,564,448

Other
Affiliated Money Market Fund(c)		3,286,537		—		—		3,286,537
Investments of Cash Collateral Received for Securities on Loan		—		28,012,798		—		28,012,798

Total Other		3,286,537		28,012,798		—		31,299,335

Total		$30,243,012		$525,620,771		$—		$555,863,783


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		The amount of securities transferred out of Level 2 into Level 1 during the period was $6,094,514.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 317

Portfolio of Investments (continued) Threadneedle VP – International Opportunity Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

318 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – Davis New York Venture Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (94.8%)
Issuer	Shares			Value(a)

Aerospace & Defense (0.6%)
Lockheed Martin Corp.		128,390		$8,975,745


Automobiles (1.6%)
Harley-Davidson, Inc.		650,505	(f)	22,553,008


Beverages (3.7%)
Diageo PLC, ADR		222,190	(c,f)	16,515,383
Heineken Holding NV		355,503	(c)	15,457,065
The Coca-Cola Co.		327,690		21,552,171

Total				53,524,619


Capital Markets (5.9%)
GAM Holding AG		294,740	(b,c)	4,880,846
Julius Baer Group Ltd.		583,950	(c)	27,392,123
The Bank of New York Mellon Corp.		1,392,790		42,062,258
The Charles Schwab Corp.		43,900		751,129
The Goldman Sachs Group, Inc.		51,560		8,670,330

Total				83,756,686


Chemicals (1.7%)
Air Products & Chemicals, Inc.		34,700		3,155,965
Monsanto Co.		214,000		14,902,960
Potash Corp. of Saskatchewan, Inc.		29,466	(c)	4,562,221
Praxair, Inc.		24,100		2,300,827

Total				24,921,973


Commercial Banks (4.5%)
Wells Fargo & Co.		2,068,530		64,103,745


Commercial Services & Supplies (1.6%)
Iron Mountain, Inc.		940,699	(f)	23,526,882


Computers & Peripherals (0.8%)
Hewlett-Packard Co.		271,770		11,441,517


Construction Materials (0.5%)
Martin Marietta Materials, Inc.		42,960	(f)	3,962,631
Vulcan Materials Co.		86,740	(f)	3,847,786

Total				7,810,417


Consumer Finance (4.4%)
American Express Co.		1,479,005		63,478,895


Containers & Packaging (2.3%)
Sealed Air Corp.		1,307,246	(f)	33,269,411


Diversified Financial Services (0.5%)
JPMorgan Chase & Co.		32,320		1,371,014
Moody’s Corp.		212,333		5,635,318

Total				7,006,332


Energy Equipment & Services (1.0%)
Schlumberger Ltd.		32,400		2,705,400
Transocean Ltd.		165,265	(b,c,f)	11,487,570

Total				14,192,970


Food & Staples Retailing (9.2%)
Costco Wholesale Corp.		1,064,100	(f)	76,838,662
CVS Caremark Corp.		1,566,238		54,458,095

Total				131,296,757


Food Products (1.4%)
Kraft Foods, Inc., Class A		134,100		4,225,491
Mead Johnson Nutrition Co.		107,610		6,698,723
Nestlé SA		40,000	(c)	2,347,615
The Hershey Co.		35,440		1,670,996
Unilever NV		178,700	(c,f)	5,611,180

Total				20,554,005


Health Care Equipment & Supplies (1.7%)
Baxter International, Inc.		170,500		8,630,710
Becton Dickinson and Co.		184,250	(f)	15,572,810

Total				24,203,520


Health Care Providers & Services (1.8%)
Express Scripts, Inc.		474,565	(b)	25,650,238


Household Durables (0.2%)
Hunter Douglas NV		49,010	(c)	2,592,491


Household Products (0.9%)
The Procter & Gamble Co.		202,870		13,050,627


Industrial Conglomerates (0.4%)
Tyco International Ltd.		138,512		5,739,937


Insurance (9.0%)
AON Corp.		37,470		1,723,995
Berkshire Hathaway, Inc., Class B		274,096	(b)	21,957,831
Fairfax Financial Holdings Ltd.		20,780	(c)	8,498,000
Loews Corp.		1,165,670		45,356,219
Markel Corp.		4,097	(b,f)	1,549,199
The Progressive Corp.		1,762,767		35,026,179
Transatlantic Holdings, Inc.		285,005		14,711,958

Total				128,823,381


Internet & Catalog Retail (0.4%)
Liberty Media Corp. — Interactive, Class A		344,488	(b,e)	5,432,576


Internet Software & Services (1.1%)
Google, Inc., Class A		25,720	(b,f)	15,276,908


IT Services (0.3%)
Visa, Inc., Class A		57,580	(f)	4,052,480


Life Sciences Tools & Services (1.2%)
Agilent Technologies, Inc.		402,462	(b)	16,674,001


Marine (1.2%)
China Shipping Development Co., Ltd., Series H		3,324,000	(c)	4,430,860
Kuehne & Nagel International AG		89,333	(c)	12,451,424

Total				16,882,284


Media (0.7%)
Grupo Televisa SA, ADR		290,310	(b,c,f)	7,527,738
Liberty Media Corp. — Starz, Series A		27,602	(b,e)	1,834,981

Total				9,362,719


Metals & Mining (1.3%)
BHP Billiton PLC		237,980	(c)	9,466,313
Rio Tinto PLC		129,459	(c)	9,056,698

Total				18,523,011


Oil, Gas & Consumable Fuels (14.4%)
Canadian Natural Resources Ltd.		957,660	(c)	42,539,257
China Coal Energy Co., Ltd., Series H		7,677,900	(c)	11,993,014
Devon Energy Corp.		598,580		46,994,516
EOG Resources, Inc.		563,160	(f)	51,478,456
Occidental Petroleum Corp.		445,840		43,736,904
OGX Petroleo e Gas Participacoes SA		713,100	(b,c)	8,586,394

Total				205,328,541


Paper & Forest Products (1.3%)
Sino-Forest Corp.		769,620	(b,c)	17,971,174
Sino-Forest Corp.		34,500	(b,c,d)	805,600

Total				18,776,774


Personal Products (0.2%)
Natura Cosmeticos SA		76,800	(c)	2,205,052


Pharmaceuticals (8.3%)
Johnson & Johnson		597,310	(f)	36,943,624
Merck & Co., Inc.		1,184,734		42,697,813
Pfizer, Inc.		1,529,830		26,787,323
Roche Holding AG		79,400	(c)	11,660,673

Total				118,089,433


Real Estate Management & Development (1.7%)
Brookfield Asset Management, Inc., Class A		336,540	(c)	11,203,417
Hang Lung Group Ltd.		1,895,000	(c,f)	12,459,405

Total				23,662,822


Semiconductors & Semiconductor Equipment (2.0%)
Texas Instruments, Inc.		863,635	(f)	28,068,138

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 319

Portfolio of Investments (continued) VP – Davis New York Venture Fund


Common Stocks (continued)
Issuer	Shares			Value(a)

Software (1.5%)
Activision Blizzard, Inc.		641,390	(f)	$7,978,892
Microsoft Corp.		504,848		14,095,356

Total				22,074,248


Specialty Retail (2.7%)
Bed Bath & Beyond, Inc.		522,980	(b)	25,704,467
CarMax, Inc.		403,635	(b,f)	12,867,884

Total				38,572,351


Tobacco (1.2%)
Philip Morris International, Inc.		282,229		16,518,863


Transportation Infrastructure (1.3%)
China Merchants Holdings International Co., Ltd.		4,596,273	(c)	18,155,633
LLX Logistica SA		157,200	(b,c)	447,656
PortX Operacoes Portuarias SA		157,200	(b,c)	351,121

Total				18,954,410


Wireless Telecommunication Services (0.3%)
America Movil SAB de CV, Series L, ADR		85,510	(c,f)	4,903,143


Total Common Stocks
(Cost: $1,056,390,496)				$1,353,830,910


Bonds (0.1%)
	Coupon	Principal
Issuer	rate	amount		Value(a)


Paper
Sino-Forest Corp. Convertible
08-01-13	5.000%	$	1,340,000(c,d,i)	$	1,803,640


Total Bonds
(Cost: $1,340,000)		$1,803,640


Money Market Fund (4.0%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		57,156,554	(g)	$57,156,554


Total Money Market Fund
(Cost: $57,156,554)				$57,156,554


Investments of Cash Collateral Received
for Securities on Loan (12.1%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Asset-Backed Commercial Paper (1.0%)
Ebbets Funding LLC
01-10-11		0.500	%		$9,995,695	$9,995,695
Rhein-Main Securitisation Ltd.
01-12-11		0.551			4,992,972	4,992,972

Total						14,988,667


Certificates of Deposit (7.5%)
Bank of Nova Scotia
05-12-11		0.280			5,000,000	5,000,000
Bank of Tokyo Securities
01-20-11		0.320			4,995,915	4,995,915
Canadian Imperial Bank
04-07-11		0.300			5,000,000	5,000,000
Clydesdale Bank PLC
01-21-11		0.370			5,000,000	5,000,000
Credit Agricole
04-21-11		0.400			5,000,123	5,000,123
Credit Suisse
04-15-11		0.300			5,000,000	5,000,000
DZ Bank AG
02-10-11		0.400			9,000,000	9,000,000
La Banque Postale
02-17-11		0.365			5,000,000	5,000,000
Landesbank Hessen Thuringen
01-03-11		0.300			5,000,022	5,000,022
Mitsubishi UFJ Trust and Banking Corp.
02-22-11		0.320			5,000,000	5,000,000
N.V. Bank Nederlandse Gemeenten
01-27-11		0.330			5,000,000	5,000,000
National Bank of Canada
03-21-11		0.400			5,000,000	5,000,000
Natixis
03-07-11		0.440			7,000,000	7,000,000
Norinchukin Bank
01-25-11		0.330			3,000,000	3,000,000
Societe Generale
02-01-11		0.315			10,000,000	10,000,000
Sumitomo Trust & Banking Co., Ltd.
02-18-11		0.350			5,000,000	5,000,000
Union Bank of Switzerland
04-18-11		0.341			5,000,000	5,000,000
United Overseas Bank Ltd.
01-18-11		0.330			5,000,000	5,000,000
Westpac Banking Corp.
05-09-11		0.290			8,000,000	8,000,000

Total						106,996,060


Commercial Paper (0.3%)
ASB Finance Ltd.
05-03-11		0.391			3,992,460	3,992,460


	Effective	Principal
Issuer	yield	amount		Value(a)

Repurchase Agreements (3.3%)(h)
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$20,005,167	0.300%	$	20,000,000	$	20,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$15,000,500	0.400		15,000,000		15,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$4,765,162	0.280		4,765,051		4,765,051
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,208	0.500		5,000,000		5,000,000
Nomura Securities dated 12-31-10, matures 01-03-11, repurchase price
$2,095,052	0.300		2,095,000		2,095,000

Total					46,860,051


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $172,837,238)				$	172,837,238


Total Investments in Securities
(Cost: $1,287,724,288)				$	1,585,628,342

Notes to Portfolio of Investments


ADR		— American Depositary Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. For debt securities, principal amounts are denominated in U.S. dollar currency unless otherwise noted. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 20.12% of net assets.

320 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(d)		Represents a security sold under Rule 144A, which is exempt from registration under the Securities Act of 1933, as amended. This security may be determined to be liquid under guidelines established by the Fund’s Board of Trustees. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At Dec. 31, 2010, the value of these securities amounted to $2,609,240 or 0.18% of net assets.

(e)		Shareholders of tracking stocks have a financial interest only in a unit or division of the company. Unlike the common stock of the company itself, a tracking stock usually has limited or no voting rights. In the event of a company’s liquidation, tracking stock shareholders typically do not have a legal claim on the company’s assets.

(f)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(g)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(h)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The market value of securities held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$100,794
Archer Daniels		1,036,936
ASB Finance Ltd		1,228,486
Banco Bilbao Vizcaya		3,316,245
Banco Bilbao Vizcaya Argentaria/New York NY		49,039
BP Capital Markets		616,293
BPCE		443,082
Central American Bank		3,840
Commonwealth Bank of Australia		623,869
Credit Agricole		1,024
Danske Corp		1,534,823
Electricite De France		2,541,528
European Investment Bank		3,419,692
Gdz Suez		527,909
Golden Funding Corp		36,342
Ing (US) Funding LLC		160
Natexis Banques P		394,674
Nationwide Building		2,460,523
Natixis		191,999
Natixis US Finance Co		3,200
Prudential PLC		742,281
Silver Tower US Fund		9,600
Skandin Ens Banken		96,073
Societe Gen No Amer		1,599,187
Societe Generale Ny		20,799
UBS Ag Stamford		1,602

Total market value of collateral securities		$21,000,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$480,466
Fannie Mae Pool		1,312,181
Fannie Mae Principal Strip		15,692
Fannie Mae REMICS		879,595
Federal Farm Credit Bank		818,055
Federal Home Loan Banks		1,465,612
Federal Home Loan Mortgage Corp		109,959
Federal National Mortgage Association		1,270,788
FHLMC Structured Pass Through Securities		520,196
Freddie Mac Non Gold Pool		1,259,578

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 321

Portfolio of Investments (continued) VP – Davis New York Venture Fund

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%) (continued)
Security description	Value(a)
Freddie Mac Reference REMIC		$8,477
Freddie Mac REMICS		773,089
Freddie Mac Strips		227,977
Ginnie Mae I Pool		147,353
Ginnie Mae II Pool		816,812
Government National Mortgage Association		328,635
United States Treasury Inflation Indexed Bonds		45,171
United States Treasury Note/Bond		3,589,574
United States Treasury Strip Coupon		1,072,908
United States Treasury Strip Principal		157,882

Total market value of collateral securities		$15,300,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$2,536,978
Ginnie Mae I Pool		2,323,374

Total market value of collateral securities		$4,860,352



Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000



Nomura Securities (0.300%)
Security description	Value(a)
AEP Texas Central Transition Funding LLC		$1,971
Ally Auto Receivables Trust		16,626
American Express Credit Account Master Trust		5,219
AmeriCredit Automobile Receivables Trust		16,068
Ameriquest Mortgage Securities Inc		134
Asset Securitization Corp		1,496
Atlantic City Electric Transition Funding LLC		5,386
Banc of America Commercial Mortgage Inc		19,358
Bank of America Auto Trust		6,141
Bayview Commercial Asset Trust		4,749
BMW Vehicle Lease Trust		107,578
Capital Auto Receivables Asset Trust		55,616
Capital One Auto Finance Trust		8,011
Capital One Multi-Asset Execution Trust		11,692
CarMax Auto Owner Trust		31,757

322 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Nomura Securities (0.300%) (continued)
Security description	Value(a)
CDC Commercial Mortgage Trust		$21,685
CenterPoint Energy Transition Bond Co LLC		36,195
Chase Issuance Trust		70,183
Citibank Credit Card Issuance Trust		1,423
Citibank Omni Master Trust		89,556
Citigroup/Deutsche Bank Commercial Mortgage Trust		133,835
CNH Equipment Trust		13,976
Commercial Mortgage Asset Trust		1,458
Commercial Mortgage Pass Through Certificates		18,480
Countrywide Home Loan Mortgage Pass Through Trust		3,427
Credit Suisse First Boston Mortgage Securities Corp		108,915
Discover Card Master Trust		9,504
Entergy Gulf States Reconstruction Funding LLC		35,910
Ford Credit Auto Owner Trust		36,651
GE Capital Commercial Mortgage Corp		101,164
Greenwich Capital Commercial Funding Corp		45,785
GS Mortgage Securities Corp II		47,643
Harley-Davidson Motorcycle Trust		81,417
Impac CMB Trust		2,779
JP Morgan Chase Commercial Mortgage Securities Corp		99,762
JP Morgan Mortgage Trust		8,704
LB-UBS Commercial Mortgage Trust		70,303
Merrill Lynch/Countrywide Commercial Mortgage Trust		14,599
Morgan Stanley Dean Witter Capital I		319
Nissan Auto Lease Trust		14,074
Nissan Auto Receivables Owner Trust		48,676
PG&E Energy Recovery Funding LLC		69,016
SLM Student Loan Trust		297,250
Structured Asset Securities Corp		116,589
Toyota Auto Receivables Owner Trust		4,001
USAA Auto Owner Trust		16,617
Wachovia Auto Loan Owner Trust		3,188
Wachovia Bank Commercial Mortgage Trust		245,540
World Omni Auto Receivables Trust		22,610
World Omni Automobile Lease Securitization Trust		16,714

Total market value of collateral securities		$2,199,750


(i)		Identifies issues considered to be illiquid as to their marketability (see Note 2 to the financial statements). The aggregate value of such securities at Dec. 31, 2010 was $1,803,640, representing 0.13% of net assets. Information concerning such security holdings at Dec. 31, 2010 was as follows:

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 323

Portfolio of Investments (continued) VP – Davis New York Venture Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

324 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Equity Securities
Common Stocks
Beverages		$38,067,554		$15,457,065		$—		$53,524,619
Capital Markets		51,483,717		32,272,969		—		83,756,686
Food Products		18,206,390		2,347,615		—		20,554,005
Household Durables		—		2,592,491		—		2,592,491
Marine		—		16,882,284		—		16,882,284
Metals & Mining		—		18,523,011		—		18,523,011
Oil, Gas & Consumable Fuels		193,335,527		11,993,014		—		205,328,541
Pharmaceuticals		106,428,760		11,660,673		—		118,089,433
Real Estate Management & Development		11,203,417		12,459,405		—		23,662,822
Transportation Infrastructure		447,656		18,155,633		—		18,603,289
All Other Industries		792,313,729		—		—		792,313,729

Total Equity Securities		1,211,486,750		142,344,160		—		1,353,830,910

Bonds
Corporate Debt Securities		—		1,803,640		—		1,803,640

Total Bonds		—		1,803,640		—		1,803,640

Other
Affiliated Money Market Fund(c)		57,156,554		—		—		57,156,554
Investments of Cash Collateral Received for Securities on Loan		—		172,837,238		—		172,837,238

Total Other		57,156,554		172,837,238		—		229,993,792

Total		$1,268,643,304		$316,985,038		$—		$1,585,628,342


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 325

Portfolio of Investments

VP – Goldman Sachs Mid Cap Value Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (97.7%)
Issuer	Shares			Value(a)

Aerospace & Defense (0.8%)
BE Aerospace, Inc.		192,876	(b)	$7,142,198


Airlines (0.6%)
JetBlue Airways Corp.		786,775	(b)	5,200,583


Auto Components (2.7%)
Lear Corp.		155,502	(b)	15,349,602
TRW Automotive Holdings Corp.		177,337	(b)	9,345,660

Total				24,695,262


Beverages (0.4%)
Hansen Natural Corp.		75,453	(b)	3,944,683


Biotechnology (1.4%)
Biogen Idec, Inc.		195,360	(b)	13,098,888


Building Products (0.7%)
Masco Corp.		522,402		6,613,609


Capital Markets (3.6%)
Invesco Ltd.		566,003		13,618,031
Janus Capital Group, Inc.		500,169		6,487,192
Lazard Ltd., Class A		146,138	(c)	5,770,990
Legg Mason, Inc.		188,310		6,830,004

Total				32,706,217


Chemicals (2.0%)
Celanese Corp., Series A		127,568		5,251,975
Huntsman Corp.		821,243		12,819,603

Total				18,071,578


Commercial Banks (4.9%)
CIT Group, Inc.		57,453	(b)	2,706,036
Comerica, Inc.		131,403		5,550,463
Fifth Third Bancorp		956,196		14,036,958
First Horizon National Corp.		8,434	(b)	99,348
First Republic Bank		72,323	(b)	2,106,046
M&T Bank Corp.		72,147		6,280,396
SunTrust Banks, Inc.		466,416		13,763,936

Total				44,543,183


Commercial Services & Supplies (0.8%)
Republic Services, Inc.		234,686		7,007,724


Communications Equipment (0.5%)
Polycom, Inc.		117,118	(b)	4,565,260


Consumer Finance (1.3%)
SLM Corp.		932,124	(b)	11,735,441


Containers & Packaging (1.4%)
Owens-Illinois, Inc.		205,421	(b)	6,306,425
Temple-Inland, Inc.		318,684		6,768,848

Total				13,075,273


Diversified Telecommunication Services (1.5%)
CenturyLink, Inc.		297,179		13,720,754


Electric Utilities (5.6%)
DPL, Inc.		99,013		2,545,624
Edison International		191,533		7,393,174
FirstEnergy Corp.		85,977		3,182,869
Northeast Utilities		268,310		8,553,722
NV Energy, Inc.		495,913		6,967,578
Pinnacle West Capital Corp.		121,835		5,050,061
PPL Corp.		373,583		9,832,704
Progress Energy, Inc.		81,216		3,531,272
Westar Energy, Inc.		93,742		2,358,549

Total				49,415,553


Electrical Equipment (0.7%)
Cooper Industries PLC		112,593		6,563,046


Electronic Equipment, Instruments & Components (1.5%)
Amphenol Corp., Class A		253,729		13,391,817


Energy Equipment & Services (3.3%)
Cameron International Corp.		218,181	(b)	11,068,322
Key Energy Services, Inc.		327,869	(b)	4,255,740
Weatherford International Ltd.		642,645	(b,c)	14,652,306

Total				29,976,368


Food Products (4.0%)
ConAgra Foods, Inc.		377,551		8,525,102
HJ Heinz Co.		158,827		7,855,583
Sara Lee Corp.		337,522		5,910,010
The JM Smucker Co.		217,331		14,267,780

Total				36,558,475


Health Care Equipment & Supplies (3.2%)
Boston Scientific Corp.		630,466	(b)	4,772,628
CR Bard, Inc.		87,078		7,991,148
Hologic, Inc.		409,527	(b)	7,707,298
Kinetic Concepts, Inc.		206,025	(b)	8,628,327

Total				29,099,401


Health Care Providers & Services (1.3%)
Aetna, Inc.		395,752		12,074,394


Hotels, Restaurants & Leisure (0.7%)
Wyndham Worldwide Corp.		218,372		6,542,425


Household Durables (2.3%)
Mohawk Industries, Inc.		75,790	(b)	4,301,840
Newell Rubbermaid, Inc.		587,980		10,689,476
NVR, Inc.		8,429	(b)	5,824,608

Total				20,815,924


Household Products (0.5%)
Energizer Holdings, Inc.		60,329	(b)	4,397,984


Industrial Conglomerates (0.9%)
Textron, Inc.		339,767		8,032,092


Insurance (10.8%)
Everest Re Group Ltd.		173,879	(c)	14,748,416
Genworth Financial, Inc., Class A		740,116	(b)	9,725,124
Hartford Financial Services Group, Inc.		497,585		13,181,027
Marsh & McLennan Companies, Inc.		353,378		9,661,355
Principal Financial Group, Inc.		595,820		19,399,898
The Progressive Corp.		225,294		4,476,592
Unum Group		276,859		6,705,525
WR Berkley Corp.		374,899		10,264,735
XL Group PLC		410,008		8,946,375

Total				97,109,047


Internet & Catalog Retail (1.3%)
Liberty Media Corp. — Interactive, Class A		749,537	(b,d)	11,820,198


IT Services (0.3%)
VeriFone Systems, Inc.		74,118	(b)	2,857,990


Leisure Equipment & Products (0.5%)
Hasbro, Inc.		93,914		4,430,863


Machinery (3.4%)
Eaton Corp.		93,451		9,486,211
Parker Hannifin Corp.		116,600		10,062,580
Pentair, Inc.		312,167		11,397,217

Total				30,946,008


Media (3.2%)
CBS Corp., Class B		824,630		15,709,202
DISH Network Corp., Class A		663,708	(b)	13,048,499

Total				28,757,701

See accompanying Notes to Financial Statements.

326 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Common Stocks (continued)
Issuer	Shares			Value(a)

Metals & Mining (1.8%)
Cliffs Natural Resources, Inc.		64,637		$5,042,333
Steel Dynamics, Inc.		156,058		2,855,861
Stillwater Mining Co.		231,400	(b)	4,940,390
Thompson Creek Metals Co., Inc.		253,820	(b,c)	3,736,230

Total				16,574,814


Multi-Utilities (5.3%)
Alliant Energy Corp.		48,730		1,791,802
CMS Energy Corp.		567,515		10,555,779
SCANA Corp.		262,579		10,660,707
Sempra Energy		172,602		9,058,153
Xcel Energy, Inc.		624,825		14,714,629

Total				46,781,070


Oil, Gas & Consumable Fuels (7.9%)
Alpha Natural Resources, Inc.		177,941	(b)	10,681,798
Forest Oil Corp.		395,281	(b)	15,008,820
Newfield Exploration Co.		350,854	(b)	25,300,081
QEP Resources, Inc.		324,829		11,794,541
Range Resources Corp.		180,612		8,123,928

Total				70,909,168


Real Estate Investment Trusts (REITs) (7.9%)
Alexandria Real Estate Equities, Inc.		97,433		7,137,942
Boston Properties, Inc.		110,848		9,544,013
Douglas Emmett, Inc.		301,354		5,002,476
Equity Residential		293,467		15,245,610
Host Hotels & Resorts, Inc.		526,134		9,402,015
MFA Financial, Inc.		979,548		7,993,112
Tanger Factory Outlet Centers		124,689		6,382,830
Ventas, Inc.		185,051		9,711,476

Total				70,419,474


Road & Rail (1.5%)
Kansas City Southern		176,695	(b)	8,456,623
Ryder System, Inc.		95,396		5,021,645

Total				13,478,268


Semiconductors & Semiconductor Equipment (1.4%)
ON Semiconductor Corp.		852,679	(b)	8,424,469
Xilinx, Inc.		157,479		4,563,741

Total				12,988,210


Software (2.8%)
Adobe Systems, Inc.		296,064	(b)	9,112,850
BMC Software, Inc.		189,032	(b)	8,910,968
Check Point Software Technologies Ltd.		102,393	(b,c)	4,736,700
Quest Software, Inc.		98,286	(b)	2,726,454

Total				25,486,972


Specialty Retail (1.2%)
Guess?, Inc.		142,381		6,737,469
Urban Outfitters, Inc.		111,568	(b)	3,995,250

Total				10,732,719


Wireless Telecommunication Services (1.8%)
Clearwire Corp., Class A		639,489	(b)	3,293,368
Sprint Nextel Corp.		3,062,475	(b)	12,954,270

Total				16,247,638


Total Common Stocks
(Cost: $756,487,700)				$882,528,272




Money Market Fund (2.9%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		26,542,170	(e)	$26,542,170


Total Money Market Fund
(Cost: $26,542,170)				$26,542,170


Total Investments in Securities
(Cost: $783,029,870)				$909,070,442

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 4.83% of net assets.

(d)		Shareholders of tracking stocks have a financial interest only in a unit or division of the company. Unlike the common stock of the company itself, a tracking stock usually has limited or no voting rights. In the event of a company’s liquidation, tracking stock shareholders typically do not have a legal claim on the company’s assets.

(e)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 327

Portfolio of Investments (continued) VP – Goldman Sachs Mid Cap Value Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.


	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$882,528,272		$—		$—		$882,528,272

Total Equity Securities		882,528,272		—		—		882,528,272

Other
Affiliated Money Market Fund(c)		26,542,170		—		—		26,542,170

Total Other		26,542,170		—		—		26,542,170

Total		$909,070,442		$—		$—		$909,070,442


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

328 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 329

Portfolio of Investments

VP – Partners Small Cap Value Fund

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (91.3%)
Issuer	Shares			Value(a)

Aerospace & Defense (0.5%)
Cubic Corp.		37,320		$1,759,638
Esterline Technologies Corp.		27,760	(b)	1,904,059
Kratos Defense & Security Solutions, Inc.		28,030	(b)	369,155
Moog, Inc., Class A		35,300	(b)	1,404,940
Teledyne Technologies, Inc.		26,160	(b,d)	1,150,255
Triumph Group, Inc.		17,840	(d)	1,595,074

Total	8,183,121


Airlines (2.4%)
Air France-KLM, ADR		147,650	(b,c,d)	2,693,136
AirTran Holdings, Inc.		1,443,300	(b,d)	10,665,987
Alaska Air Group, Inc.		25,000	(b)	1,417,250
Hawaiian Holdings, Inc.		163,760	(b,d)	1,283,878
JetBlue Airways Corp.		2,369,102	(b,d)	15,659,765
Republic Airways Holdings, Inc.		161,110	(b)	1,179,325
U.S. Airways Group, Inc.		146,140	(b,d)	1,462,861

Total	34,362,202


Auto Components (2.7%)
American Axle & Manufacturing Holdings, Inc.		864,000	(b,d)	11,111,040
Cooper Tire & Rubber Co.		257,200	(d)	6,064,776
Dana Holding Corp.		668,058	(b)	11,497,278
Exide Technologies		85,830	(b,d)	807,660
Gentex Corp.		331,800	(d)	9,808,008

Total	39,288,762


Beverages (—%)
Coca-Cola Bottling Co. Consolidated		9,322	(d)	518,117


Building Products (1.3%)
AO Smith Corp.		130,050		4,952,304
Gibraltar Industries, Inc.		321,163	(b,d)	4,358,182
Simpson Manufacturing Co., Inc.		276,300	(d)	8,540,433
Trex Co., Inc.		71,300	(b,d)	1,708,348

Total	19,559,267


Capital Markets (1.4%)
American Capital Ltd.		176,910	(b,d)	1,337,440
Capital Southwest Corp.		10,090	(d)	1,047,342
Federated Investors, Inc., Class B		135,280	(d)	3,540,278
Janus Capital Group, Inc.		511,300	(d)	6,631,560
Knight Capital Group, Inc., Class A		208,630	(b,d)	2,877,008
Medallion Financial Corp.		294,258	(d)	2,412,916
Oppenheimer Holdings, Inc., Class A		95,002	(d)	2,490,002

Total	20,336,546


Chemicals (2.5%)
Arch Chemicals, Inc.		38,490	(d)	1,459,926
Cabot Corp.		124,700		4,694,955
Georgia Gulf Corp.		71,510	(b)	1,720,531
HB Fuller Co.		74,560	(d)	1,529,971
Innophos Holdings, Inc.		164,220	(d)	5,925,058
Minerals Technologies, Inc.		28,630		1,872,688
OM Group, Inc.		31,310	(b)	1,205,748
PolyOne Corp.		1,088,000	(b,d)	13,589,120
Sensient Technologies Corp.		43,160	(d)	1,585,267
Stepan Co.		42,820	(d)	3,265,881

Total	36,849,145


Commercial Banks (5.5%)
Bank of the Ozarks, Inc.		43,250	(d)	1,874,888
Banner Corp.		935,500		2,170,360
Community Bank System, Inc.		199,420	(d)	5,537,893
CVB Financial Corp.		189,310	(d)	1,641,318
First Citizens BancShares Inc., Class A		23,425		4,428,496
First Financial Bancorp		78,150	(d)	1,444,212
FirstMerit Corp.		69,840		1,382,134
Fulton Financial Corp.		469,800	(d)	4,857,732
Iberiabank Corp.		22,870		1,352,303
Independent Bank Corp.		52,540	(d)	1,421,207
International Bancshares Corp.		82,610	(d)	1,654,678
National Penn Bancshares, Inc.		137,400		1,103,322
NBT Bancorp, Inc.		67,590	(d)	1,632,299
Old National Bancorp		125,740	(d)	1,495,049
PacWest Bancorp		83,280	(d)	1,780,526
Park National Corp.		22,095	(d)	1,605,644
PrivateBancorp, Inc.		100,040	(d)	1,438,575
Prosperity Bancshares, Inc.		199,040	(d)	7,818,291
Republic Bancorp, Inc., Class A		46,180	(d)	1,096,775
Sterling Bancshares, Inc.		202,410	(d)	1,420,918
Susquehanna Bancshares, Inc.		120,880	(d)	1,170,118
SVB Financial Group		27,520	(b,d)	1,459,936
Synovus Financial Corp.		3,557,300	(d)	9,391,272
Trustmark Corp.		181,350	(d)	4,504,734
UMB Financial Corp.		98,920	(d)	4,097,266
United Community Banks, Inc.		554,600	(b)	1,081,470
Westamerica Bancorporation		93,400	(d)	5,180,898
Wintrust Financial Corp.		170,230	(d)	5,622,697

Total	79,665,011


Commercial Services & Supplies (4.3%)
ABM Industries, Inc.		74,800	(d)	1,967,240
APAC Customer Services, Inc.		269,850	(b,d)	1,637,990
Copart, Inc.		96,490	(b)	3,603,902
Ennis, Inc.		169,400	(d)	2,896,740
G&K Services, Inc., Class A		97,420	(d)	3,011,252
Herman Miller, Inc.		191,000	(d)	4,832,300
McGrath Rentcorp		53,035	(d)	1,390,578
Metalico, Inc.		236,290	(b,d)	1,389,385
Mine Safety Appliances Co.		43,300	(d)	1,347,929
Mobile Mini, Inc.		460,000	(b,d)	9,057,400
Standard Parking Corp.		101,300	(b,d)	1,913,557
Steelcase, Inc., Class A		123,670	(d)	1,307,192
The Brink’s Co.		400,197		10,757,294
The Geo Group, Inc.		364,820	(b)	8,996,461
Unifirst Corp.		135,056	(d)	7,434,833
United Stationers, Inc.		24,210	(b)	1,544,840

Total	63,088,893


Communications Equipment (0.7%)
Arris Group, Inc.		121,100	(b)	1,358,742
Aviat Networks, Inc.		266,120	(b)	1,349,228
Emulex Corp.		136,910	(b,d)	1,596,371
Infinera Corp.		96,050	(b,d)	992,197
Ituran Location and Control Ltd.		98,114	(c)	1,711,108
Plantronics, Inc.		45,300		1,686,066
Powerwave Technologies, Inc.		460,610	(b,d)	1,169,949

Total	9,863,661


Computers & Peripherals (0.5%)
Diebold, Inc.		177,500	(d)	5,688,875
Silicon Graphis International Corp.		150,250	(b,d)	1,356,758

Total	7,045,633


Construction & Engineering (1.2%)
Comfort Systems USA, Inc.		412,118	(d)	5,427,594
Granite Construction, Inc.		29,110	(d)	798,487
Insituform Technologies, Inc., Class A		321,400	(b,d)	8,520,315
Tutor Perini Corp.		105,930	(d)	2,267,961

Total	17,014,357


Construction Materials (0.1%)
Texas Industries, Inc.		29,400		1,345,932


Consumer Finance (0.5%)
Cash America International, Inc.		192,246	(d)	7,099,645


Containers & Packaging (1.3%)
AptarGroup, Inc.		224,895		10,698,255
Boise, Inc.		225,430	(d)	1,787,660
Temple-Inland, Inc.		270,700	(d)	5,749,668

Total	18,235,583

See accompanying Notes to Financial Statements.

330 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

VP – Partners Small Cap Value Fund


Common Stocks (continued)
Issuer	Shares			Value(a)

Distributors (—%)
Audiovox Corp., Class A		40,000	(b,d)	$345,200


Diversified Consumer Services (1.0%)
Mac-Gray Corp.		350,840	(d)	5,245,058
Regis Corp.		534,570	(d)	8,873,862

Total	14,118,920


Diversified Telecommunication Services (0.1%)
Atlantic Tele-Network, Inc.		31,100	(d)	1,192,374


Electric Utilities (2.4%)
El Paso Electric Co.		55,750	(b,d)	1,534,798
IDACORP, Inc.		225,300	(d)	8,331,594
Pinnacle West Capital Corp.		51,632		2,140,146
PNM Resources, Inc.		811,160	(d)	10,561,303
Portland General Electric Co.		77,630		1,684,571
UIL Holdings Corp.		190,952	(d)	5,720,922
Unisource Energy Corp.		117,130	(d)	4,197,939

Total	34,171,273


Electrical Equipment (1.9%)
Belden, Inc.		228,900	(d)	8,428,098
Brady Corp., Class A		48,530	(d)	1,582,563
EnerSys		56,660	(b)	1,819,919
Franklin Electric Co., Inc.		160,944	(d)	6,263,940
Regal-Beloit Corp.		137,200	(d)	9,159,473

Total	27,253,993


Electronic Equipment, Instruments & Components (6.8%)
Agilysys, Inc.		73,590	(b,d)	414,312
Celestica, Inc.		1,190,717	(b,c,d)	11,549,955
Cognex Corp.		456,000	(d)	13,415,520
CTS Corp.		254,800	(d)	2,818,088
Electro Rent Corp.		190,810	(d)	3,083,490
FARO Technologies, Inc.		123,000	(b,d)	4,039,320
Ingram Micro, Inc., Class A		207,289	(b)	3,957,147
Littelfuse, Inc.		208,800	(d)	9,826,128
Mercury Computer Systems, Inc.		297,400	(b,d)	5,466,212
Park Electrochemical Corp.		364,242	(d)	10,927,260
Plexus Corp.		316,400	(b,d)	9,789,416
Rofin-Sinar Technologies, Inc.		48,580	(b,d)	1,721,675
Sanmina-SCI Corp.		609,200	(b,d)	6,993,616
SYNNEX Corp.		19,300	(b,d)	602,160
Vishay Intertechnology, Inc.		878,700	(b,d)	12,899,316
Vishay Precision Group, Inc.		82,964	(b,d)	1,563,042

Total	99,066,657


Energy Equipment & Services (1.0%)
Bristow Group, Inc.		35,330	(b,d)	1,672,876
Complete Production Services, Inc.		33,280	(b)	983,424
Helix Energy Solutions Group, Inc.		102,990	(b)	1,250,299
Hornbeck Offshore Services, Inc.		56,920	(b,d)	1,188,490
Matrix Service Co.		75,570	(b,d)	920,443
RPC, Inc.		120,450	(d)	2,182,554
Tetra Technologies, Inc.		179,690	(b)	2,132,920
Tidewater, Inc.		83,600		4,501,023

Total	14,832,029


Food & Staples Retailing (1.7%)
BJ’s Wholesale Club, Inc.		83,590	(b,d)	4,003,961
Pricesmart, Inc.		50,790		1,931,544
Ruddick Corp.		315,153	(d)	11,610,236
Village Super Market, Inc., Class A		145,910	(d)	4,815,030
Winn-Dixie Stores, Inc.		304,500	(b,d)	2,183,265

Total	24,544,036


Food Products (1.3%)
Cal-Maine Foods, Inc.		46,630	(d)	1,472,575
Harbinger Group, Inc.		369,060	(b,d,g)	2,284,481
Industrias Bachoco SAB de CV, ADR		138,568	(c,g)	3,351,960
J&J Snack Foods Corp.		66,283	(d)	3,197,492
Lancaster Colony Corp.		62,056	(d)	3,549,604
Seneca Foods Corp., Class A		103,530	(b,d)	2,793,239
The Hain Celestial Group, Inc.		58,360	(b,d)	1,579,222

Total	18,228,573


Gas Utilities (1.0%)
Northwest Natural Gas Co.		79,000	(d)	3,671,130
Piedmont Natural Gas Co., Inc.		51,870	(d)	1,450,285
South Jersey Industries, Inc.		157,560	(d)	8,322,320
The Laclede Group, Inc.		45,260	(d)	1,653,800

Total	15,097,535


Health Care Equipment & Supplies (2.4%)
Analogic Corp.		28,340	(d)	1,403,113
Cantel Medical Corp.		40,880	(d)	956,592
Haemonetics Corp.		42,610	(b,d)	2,692,100
ICU Medical, Inc.		132,780	(b,d)	4,846,470
Immucor, Inc.		148,000	(b)	2,934,840
Integra LifeSciences Holdings Corp.		23,000	(b)	1,087,900
Invacare Corp.		57,300	(d)	1,728,168
Meridian Bioscience, Inc.		188,000	(d)	4,354,080
STERIS Corp.		263,170	(d)	9,595,178
The Cooper Companies, Inc.		92,900	(d)	5,233,986

Total	34,832,427


Health Care Providers & Services (1.9%)
Chemed Corp.		60,580		3,847,436
Healthsouth Corp.		409,400	(b,d)	8,478,674
Healthspring, Inc.		58,630	(b)	1,555,454
LHC Group, Inc.		62,080	(b,d)	1,862,400
National Healthcare Corp.		42,960	(d)	1,987,759
Owens & Minor, Inc.		240,760	(d)	7,085,567
The Ensign Group, Inc.		118,120	(d)	2,937,644

Total	27,754,934


Hotels, Restaurants & Leisure (1.7%)
Ameristar Casinos, Inc.		33,700	(d)	526,731
Bob Evans Farms, Inc.		282,890	(d)	9,324,054
Cracker Barrel Old Country Store, Inc.		59,953	(d)	3,283,626
Frisch’s Restaurants, Inc.		59,255	(d)	1,322,572
International Speedway Corp., Class A		87,910	(d)	2,300,605
Monarch Casino & Resort, Inc.		165,060	(b,d)	2,063,250
Papa John’s International, Inc.		88,639	(b,d)	2,455,300
Pinnacle Entertainment, Inc.		115,770	(b)	1,623,095
Vail Resorts, Inc.		30,130	(b,d)	1,567,965

Total	24,467,198


Household Durables (1.7%)
American Greetings Corp., Class A		56,740	(d)	1,257,358
Beazer Homes USA, Inc.		203,190	(b,d)	1,095,194
Ryland Group, Inc.		96,760	(d)	1,647,823
Tupperware Brands Corp.		139,950	(d)	6,671,417
Universal Electronics, Inc.		85,860	(b,d)	2,435,848
Whirlpool Corp.		124,200	(d)	11,032,686

Total	24,140,326


Independent Power Producers & Energy Traders (0.5%)
GenOn Energy, Inc.		1,867,900	(b)	7,116,699


Insurance (7.3%)
Alterra Capital Holdings Ltd.		379,868	(c,d)	8,220,344
American Equity Investment Life Holding Co.		574,400	(d)	7,208,720
American National Insurance Co.		56,426		4,831,194
Amtrust Financial Services, Inc.		111,685	(d)	1,954,488
Argo Group International Holdings Ltd.		40,580	(c,d)	1,519,721
Delphi Financial Group, Inc., Class A		59,220	(d)	1,707,905
eHealth, Inc.		81,720	(b,d)	1,159,607
Endurance Specialty Holdings Ltd.		93,800	(c)	4,321,366
First American Financial Corp.		94,420	(d)	1,410,635
Flagstone Reinsurance Holdings SA		110,400	(c,d)	1,391,040
FPIC Insurance Group, Inc.		78,350	(b,d)	2,895,816
Hilltop Holdings, Inc.		222,120	(b,d)	2,203,430
Horace Mann Educators Corp.		83,960		1,514,638
Infinity Property & Casualty Corp.		48,300	(d)	2,984,940
Montpelier Re Holdings Ltd.		803,460	(c,d)	16,020,992
National Financial Partners Corp.		84,980	(b)	1,138,732
OneBeacon Insurance Group Ltd., Class A		63,870	(d)	968,269
Platinum Underwriters Holdings Ltd.		312,750	(c,d)	14,064,368
Primerica, Inc.		61,610	(d)	1,494,043
ProAssurance Corp.		31,410	(b)	1,903,446
Protective Life Corp.		165,900	(d)	4,419,576
RLI Corp.		26,870	(d)	1,412,556

See accompanying Notes to Financial Statements.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 331

Portfolio of Investments (continued)

VP – Partners Small Cap Value Fund


Common Stocks (continued)
Issuer	Shares			Value(a)


Insurance (cont.)
Selective Insurance Group, Inc.		87,790	(d)	$1,593,389
StanCorp Financial Group, Inc.		76,900	(d)	3,471,266
The Navigators Group, Inc.		53,826	(b,d)	2,710,139
Torchmark Corp.		137,300		8,202,302
Tower Group, Inc.		59,430		1,520,219
White Mountains Insurance Group Ltd.		9,742		3,269,415

Total	105,512,556


Internet & Catalog Retail (0.2%)
PetMed Express, Inc.		129,855	(d)	2,312,718


Internet Software & Services (0.4%)
Digital River, Inc.		46,960	(b,d)	1,616,363
j2 Global Communications, Inc.		108,180	(b,d)	3,131,811
RealNetworks, Inc.		309,340	(b,d)	1,299,228

Total	6,047,402


IT Services (2.0%)
CACI International, Inc., Class A		29,920	(b)	1,597,728
Cardtronics, Inc.		93,480	(b,d)	1,654,596
Computer Services, Inc.		46,040	(g)	1,175,171
DST Systems, Inc.		125,550		5,568,143
Mantech International Corp., Class A		97,240	(b,d)	4,018,929
MAXIMUS, Inc.		174,600	(d)	11,450,267
SRA International, Inc., Class A		68,330	(b)	1,397,349
Wright Express Corp.		38,760	(b,d)	1,782,960

Total	28,645,143


Leisure Equipment & Products (0.5%)
Brunswick Corp.		376,200	(d)	7,049,988
Head NV		139,000	(b,c)	111,200

Total	7,161,188


Machinery (2.1%)
Altra Holdings, Inc.		47,480	(b,d)	942,953
ArvinMeritor, Inc.		63,440	(b,d)	1,301,789
Mueller Industries, Inc.		59,610	(d)	1,949,247
Oshkosh Corp.		202,100	(b)	7,122,004
Robbins & Myers, Inc.		44,500	(d)	1,592,210
Tecumseh Products Co., Class B		29,977	(b,d)	391,200
Terex Corp.		386,900	(b)	12,009,375
The Toro Co.		71,850	(d)	4,428,834
Wabash National Corp.		124,720	(b,d)	1,477,932

Total	31,215,544


Media (1.6%)
Ascent Media Corp., Class A		31,900	(b,d)	1,236,444
John Wiley & Sons, Inc., Class A		88,100	(d)	3,985,644
Madison Square Garden, Inc., Class A		240,200	(b,d)	6,192,356
National CineMedia, Inc.		69,640		1,386,532
Scholastic Corp.		41,370	(d)	1,222,070
Valassis Communications, Inc.		306,000	(b,d)	9,899,100

Total	23,922,146


Metals & Mining (1.3%)
Coeur d’Alene Mines Corp.		36,420	(b,d)	994,994
Hecla Mining Co.		121,680	(b,d)	1,370,117
Kaiser Aluminum Corp.		37,720		1,889,395
Molycorp, Inc.		19,110	(b)	953,589
Schnitzer Steel Industries, Inc., Class A		67,300	(d)	4,468,047
Silvercorp Metals, Inc.		292,300	(c)	3,750,209
Thompson Creek Metals Co., Inc.		92,440	(b,c)	1,360,717
Worthington Industries, Inc.		230,400	(d)	4,239,360

Total	19,026,428


Multiline Retail (1.5%)
Big Lots, Inc.		215,410	(b,d)	6,561,389
Dillard’s, Inc., Class A		240,330	(d)	9,118,120
Fred’s, Inc., Class A		494,650	(d)	6,806,384

Total	22,485,893


Multi-Utilities (1.1%)
Avista Corp.		582,490	(d)	13,117,674
Black Hills Corp.		52,280	(d)	1,568,400
NorthWestern Corp.		66,550	(d)	1,918,637

Total	16,604,711


Oil, Gas & Consumable Fuels (5.4%)
Berry Petroleum Co., Class A		100,430	(d)	4,388,791
Bill Barrett Corp.		33,590	(b,d)	1,381,557
Energy Partners Ltd.		199,500	(b)	2,964,570
Evolution Petroleum Corp.		473,093	(b,d)	3,084,566
EXCO Resources, Inc.		394,300		7,657,306
Gastar Exploration Ltd.		395,070	(b)	1,698,801
GMX Resources, Inc.		228,000	(b,d)	1,258,560
Harvest Natural Resources, Inc.		92,470	(b,d)	1,125,360
Holly Corp.		77,800	(d)	3,171,906
International Coal Group, Inc.		162,050	(b)	1,254,267
James River Coal Co.		74,900	(b,d)	1,897,217
Oasis Petroleum, Inc.		51,430	(b)	1,394,782
Overseas Shipholding Group, Inc.		335,835		11,895,275
Patriot Coal Corp.		81,110	(b)	1,571,101
Penn Virginia Corp.		157,600	(d)	2,650,832
SM Energy Co.		99,500		5,863,535
Stone Energy Corp.		50,493	(b,d)	1,125,489
Swift Energy Co.		35,980	(b,d)	1,408,617
Teekay Tankers Ltd., Class A		210,100	(c)	2,592,634
Tesoro Corp.		883,301	(b,d)	16,376,400
USEC, Inc.		228,400	(b,d)	1,374,968
W&T Offshore, Inc.		66,880		1,195,146
World Fuel Services Corp.		36,890	(d)	1,333,942

Total	78,665,622


Paper & Forest Products (0.9%)
Louisiana-Pacific Corp.		1,112,270	(b)	10,522,074
PH Glatfelter Co.		249,460	(d)	3,060,874

Total	13,582,948


Pharmaceuticals (0.4%)
Medicis Pharmaceutical Corp., Class A		100,100	(d)	2,681,679
Par Pharmaceutical Companies, Inc.		48,410	(b)	1,864,269
Viropharma, Inc.		77,850	(b,d)	1,348,362

Total	5,894,310


Professional Services (1.9%)
Administaff, Inc.		258,160	(d)	7,564,088
CDI Corp.		115,500	(d)	2,147,145
Kelly Services, Inc., Class A		70,640	(b,d)	1,328,032
Korn/Ferry International		521,570	(b,d)	12,053,482
The Dolan Co.		176,090	(b,d)	2,451,173
Volt Information Sciences, Inc.		188,090	(b)	1,626,979

Total	27,170,899


Real Estate Investment Trusts (REITs) (3.5%)
American Campus Communities, Inc.		46,300	(d)	1,470,488
BioMed Realty Trust, Inc.		187,220	(d)	3,491,653
Brandywine Realty Trust		395,400	(d)	4,606,410
CBL & Associates Properties, Inc.		97,390	(d)	1,704,325
DCT Industrial Trust, Inc.		285,490	(d)	1,515,952
Entertainment Properties Trust		26,930	(d)	1,245,513
Equity Lifestyle Properties, Inc.		63,700	(d)	3,562,741
Extra Space Storage, Inc.		93,070	(d)	1,619,418
First Industrial Realty Trust, Inc.		139,060	(b,d)	1,218,166
First Potomac Realty Trust		206,800	(d)	3,478,376
Franklin Street Properties Corp.		110,260	(d)	1,571,205
Glimcher Realty Trust		199,990	(d)	1,679,916
Government Properties Income Trust		143,200	(d)	3,836,328
Gyrodyne Co. of America, Inc.		11,957	(b)	963,794
Home Properties, Inc.		22,620	(d)	1,255,184
iStar Financial, Inc.		146,130	(b)	1,142,737
LTC Properties, Inc.		69,600	(d)	1,954,368
Mack-Cali Realty Corp.		95,000		3,140,700
MFA Financial, Inc.		812,500		6,629,999
Omega Healthcare Investors, Inc.		69,170	(d)	1,552,175
Sovran Self Storage, Inc.		28,120	(d)	1,035,097
U-Store-It Trust		147,640		1,407,009
Washington Real Estate Investment Trust		32,070	(d)	993,849

Total	51,075,403

See accompanying Notes to Financial Statements.

332 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

VP – Partners Small Cap Value Fund


Common Stocks (continued)
Issuer	Shares			Value(a)

Real Estate Management & Development (1.0%)
Avatar Holdings, Inc.		85,920	(b,d)	$1,702,934
Forestar Group, Inc.		51,000	(b)	984,300
MI Developments, Inc., Class A		420,000	(c)	11,382,000

Total	14,069,234


Road & Rail (—%)
Amerco, Inc.		4,289	(b,d)	411,916


Semiconductors & Semiconductor Equipment (2.3%)
Axcelis Technologies, Inc.		625,000	(b,d)	2,162,500
Brooks Automation, Inc.		896,300	(b,d)	8,129,441
Diodes, Inc.		63,670	(b,d)	1,718,453
Entegris, Inc.		234,620	(b)	1,752,611
Fairchild Semiconductor International, Inc.		85,840	(b,d)	1,339,962
Micron Technology, Inc.		1,000,000	(b,d)	8,020,000
Photronics, Inc.		203,930	(b,d)	1,205,226
Semiconductor Manufacturing International Corp., ADR		2,516,906	(b,c,d)	9,211,877

Total	33,540,070


Software (0.9%)
Blackbaud, Inc.		209,650	(d)	5,429,935
Mentor Graphics Corp.		603,600	(b)	7,243,200

Total	12,673,135


Specialty Retail (4.4%)
Aaron’s, Inc.		195,949	(d)	3,995,400
Cabela’s, Inc.		433,100	(b,d)	9,419,925
Group 1 Automotive, Inc.		41,690	(d)	1,740,974
OfficeMax, Inc.		224,380	(b)	3,971,526
PEP Boys — Manny, Moe & Jack		251,450	(d)	3,376,974
PetSmart, Inc.		97,180	(d)	3,869,708
Rent-A-Center, Inc.		246,051		7,942,526
Stage Stores, Inc.		280,770	(d)	4,868,552
The Dress Barn, Inc.		242,629	(b,d)	6,410,258
The Finish Line, Inc., Class A		335,200		5,762,088
The Men’s Wearhouse, Inc.		475,250	(d)	11,871,745

Total	63,229,676


Textiles, Apparel & Luxury Goods (0.5%)
Columbia Sportswear Co.		79,700	(d)	4,805,910
True Religion Apparel, Inc.		99,880	(b,d)	2,223,329

Total	7,029,239


Thrifts & Mortgage Finance (1.2%)
Astoria Financial Corp.		406,400	(d)	5,653,024
Brookline Bancorp, Inc.		154,700	(d)	1,678,495
Dime Community Bancshares, Inc.		212,880	(d)	3,105,919
MGIC Investment Corp.		141,840	(b,d)	1,445,350
NewAlliance Bancshares, Inc.		110,080		1,648,998
Northwest Bancshares, Inc.		118,920		1,398,499
Provident Financial Services, Inc.		105,100	(d)	1,590,163
The PMI Group, Inc.		458,050	(b)	1,511,565

Total	18,032,013


Tobacco (0.1%)
Universal Corp.		41,090	(d)	1,672,363


Trading Companies & Distributors (0.2%)
GATX Corp.		46,800	(d)	1,651,104
RSC Holdings, Inc.		176,380	(b)	1,717,941

Total	3,369,045


Water Utilities (0.1%)
SJW Corp.		58,516	(d)	1,548,919


Wireless Telecommunication Services (0.2%)
NTELOS Holdings Corp.		126,730	(d)	2,414,207


Total Common Stocks
(Cost: $1,029,178,752)				$1,326,930,777


Money Market Fund (8.7%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		127,055,056	(f)	$127,055,056


Total Money Market Fund
(Cost: $127,055,056)				$127,055,056


Investments of Cash Collateral Received
for Securities on Loan (25.7%)
				Amount
	Effective			payable at
Issuer	yield			maturity		Value(a)


Asset-Backed Commercial Paper (2.8%)
Ebbets Funding LLC
01-10-11		0.500	%		$4,997,847	$4,997,847
Grampian Funding LLC
01-13-11		0.280			6,998,312	6,998,312
01-31-11		0.300			4,998,708	4,998,708
Rhein-Main Securitisation Ltd.,
01-12-11		0.551			4,992,972	4,992,972
Royal Park Investments Funding Corp.
03-21-11		0.451			3,995,300	3,995,300
Starbird Funding Corp.
01-03-11		0.150			14,999,813	14,999,813

Total	40,982,952


Certificates of Deposit (13.4%)
Bank of Nova Scotia
05-12-11		0.280			10,000,000	10,000,000
Barclays Bank PLC
02-23-11		0.380			5,000,000	5,000,000
Canadian Imperial Bank
04-07-11		0.300			8,000,000	8,000,000
Credit Agricole
04-21-11		0.400			10,000,247	10,000,247
Credit Industrial et Commercial
02-22-11		0.395			13,000,000	13,000,000
Credit Suisse
04-15-11		0.300			10,000,000	10,000,000
Development Bank of Singapore Ltd.
02-17-11		0.300			5,000,000	5,000,000
DZ Bank AG
01-18-11		0.345			7,495,546	7,495,546
KBC Bank NV
01-24-11		0.450			10,000,000	10,000,000
La Banque Postale
02-17-11		0.365			10,000,000	10,000,000
N.V. Bank Nederlandse Gemeenten
01-27-11		0.330			5,000,000	5,000,000
National Australia Bank Ltd.
03-17-11		0.311			10,000,000	10,000,000
National Bank of Canada
03-21-11		0.400			8,000,000	8,000,000
Natixis
03-07-11		0.440			15,000,000	15,000,000
Norinchukin Bank
01-06-11		0.330			10,000,000	10,000,000
Nykredit Bank
01-20-11		0.520			5,000,000	5,000,000
Rabobank Group
04-27-11		0.311			4,000,000	4,000,000
Societe Generale
02-01-11		0.315			10,000,000	10,000,000
02-17-11		0.310			4,996,042	4,996,042
Sumitomo Trust & Banking Co., Ltd.
02-18-11		0.345			5,000,064	5,000,064
04-21-11		0.510			7,000,000	7,000,000
Union Bank of Switzerland
04-18-11		0.341			10,000,000	10,000,000
Westpac Banking Corp.
05-09-11		0.290			12,000,000	12,000,000

Total	194,491,899


Commercial Paper (1.7%)
ASB Finance Ltd.
05-03-11		0.391			4,990,575	4,990,575
General Electric Capital Corp.
01-03-11		0.150			14,999,813	14,999,813
Macquarie Bank Ltd.
01-04-11		0.370			4,996,865	4,996,865

Total						24,987,253


Other Short-Term Obligations (0.2%)
The Goldman Sachs Group, Inc.
01-14-11		0.350			3,000,000	3,000,000

See accompanying Notes to Financial Statements.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 333

Portfolio of Investments (continued)

VP – Partners Small Cap Value Fund


Investments of Cash Collateral Received
for Securities on Loan (continued)
	Effective			Principal
Issuer	yield			amount		Value (a)

Repurchase Agreements (7.6%)(e)
Barclays Capital, Inc. dated 03-22-10, matures 01-31-11, repurchase price
$10,003,444		0.400	%		$10,000,000	$10,000,000
Barclays Capital, Inc. dated 10-13-10, matures 01-31-11, repurchase price
$10,002,583		0.300			10,000,000	10,000,000
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$20,000,667		0.400			20,000,000	20,000,000
Citigroup Global Markets, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,067		0.160			5,000,000	5,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$3,963,448		0.280			3,963,356	3,963,356
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$25,001,042		0.500			25,000,000	25,000,000
Morgan Stanley dated 04-15-10, matures 01-31-11, repurchase price
$10,003,014		0.350			10,000,000	10,000,000
Natixis Financial Products, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$10,000,292		0.350			10,000,000	10,000,000
Nomura Securities dated 12-31-10, matures 01-03-11, repurchase price
$5,000,125		0.300			5,000,000	5,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$10,000,375		0.450			10,000,000	10,000,000
RBS Securities, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$1,000,025		0.300			1,000,000	1,000,000

Total						109,963,356


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $373,425,460)						373,425,460


Total Investments in Securities
(Cost: $1,529,659,268)						$1,827,411,293

Notes to Portfolio of Investments


ADR		— American Depositary Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 6.42% of net assets.

(d)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.400%)
Security description	Value(a)
BCRR Trust		$470,613
Bear Stearns Commercial Mortgage Securities		1,746,607
Citigroup Commercial Mortgage Trust		660,608
Granite Master Issuer PLC		2,614,083
GS Mortgage Securities Corp II		603,684
JP Morgan Chase Commercial Mortgage Securities Corp		488,883
Merrill Lynch Mortgage Trust		163,587
Morgan Stanley Dean Witter Capital I		1,070,602
Paragon Mortgages PLC		1,620,848
Permanent Master Issuer PLC		530,574
Wachovia Bank Commercial Mortgage Trust		529,911

Total market value of collateral securities		$10,500,000

334 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

VP – Partners Small Cap Value Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%)
Security description	Value(a)
Arabella Ltd		$50,397
Archer Daniels		518,468
ASB Finance Ltd		614,243
Banco Bilbao Vizcaya		1,658,123
Banco Bilbao Vizcaya Argentaria/New York NY		24,519
BP Capital Markets		308,146
BPCE		221,541
Central American Bank		1,920
Commonwealth Bank of Australia		311,935
Credit Agricole NA		512
Danske Corp		767,411
Electricite De France		1,270,764
European Investment Bank		1,709,846
Gdz Suez		263,954
Golden Funding Corp		18,171
Ing (US) Funding LLC		80
Natexis Banques		197,337
Nationwide Building		1,230,262
Natixis NY		96,000
Natixis US Finance Co		1,600
Prudential PLC		371,140
Silver Tower US Fund		4,800
Skandin Ens Banken		48,037
Societe Gen No Amer		799,593
Societe Generale NY		10,400
UBS Ag Stamford		801

Total market value of collateral securities		$10,500,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$640,621
Fannie Mae Pool		1,749,575
Fannie Mae Principal Strip		20,923
Fannie Mae REMICS		1,172,793
Federal Farm Credit Bank		1,090,740
Federal Home Loan Banks		1,954,149
Federal Home Loan Mortgage Corp		146,612
Federal National Mortgage Association		1,694,384
FHLMC Structured Pass Through Securities		693,595
Freddie Mac Non Gold Pool		1,679,437
Freddie Mac Reference REMIC		11,303
Freddie Mac REMICS		1,030,785
Freddie Mac Strips		303,969
Ginnie Mae I Pool		196,471
Ginnie Mae II Pool		1,089,082
Government National Mortgage Association		438,180
United States Treasury Inflation Indexed Bonds		60,229
United States Treasury Note/Bond		4,786,099
United States Treasury Strip Coupon		1,430,544
United States Treasury Strip Principal		210,509

Total market value of collateral securities		$20,400,000

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 335

Portfolio of Investments (continued)

VP – Partners Small Cap Value Fund

Notes to Portfolio of Investments (continued)


Citigroup Global Markets, Inc. (0.160%)
Security description	Value(a)
Fannie Mae Benchmark REMIC		$24,839
Fannie Mae REMICS		1,679,992
Fannie Mae Whole Loan		42,738
Fannie Mae-Aces		3,263
Freddie Mac Reference REMIC		116,411
Freddie Mac REMICS		2,566,630
Government National Mortgage Association		666,127

Total market value of collateral securities		$5,100,000



Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$2,110,145
Ginnie Mae I Pool		1,932,478

Total market value of collateral securities		$4,042,623



Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$12,346
Fannie Mae Pool		10,373,877
Fannie Mae REMICS		1,070,594
Fannie Mae Whole Loan		29,086
Federal Farm Credit Bank		16,660
Federal Home Loan Banks		432,261
Federal Home Loan Mortgage Corp		66,574
FHLMC Structured Pass Through Securities		63,054
Freddie Mac Gold Pool		5,435,858
Freddie Mac Non Gold Pool		644,988
Freddie Mac REMICS		1,198,497
Ginnie Mae II Pool		877,595
Government National Mortgage Association		1,627,862
United States Treasury Note/Bond		3,650,748

Total market value of collateral securities		$25,500,000



Morgan Stanley (0.350%)
Security description	Value(a)
Can Ast & Can Ltd		$99,433
Federal Home Loan Banks		1,286,645
Federal Home Loan Mortgage Corp		5,544,002
Google		3,321,215
Starbird Funding Corp		47,957

Total market value of collateral securities		$10,299,252

336 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

VP – Partners Small Cap Value Fund

Notes to Portfolio of Investments (continued)


Natixis Financial Products, Inc. (0.350%)
Security description	Value(a)
Fannie Mae Interest Strip		$458,899
Fannie Mae Pool		181,162
Fannie Mae REMICS		3,517,384
Freddie Mac Gold Pool		36,895
Freddie Mac Non Gold Pool		47,461
Freddie Mac REMICS		4,099,978
Freddie Mac Strips		341,535
Government National Mortgage Association		42,337
United States Treasury Note/Bond		1,474,647

Total market value of collateral securities		$10,200,298



Nomura Securities (0.300%)
Security description	Value(a)
AEP Texas Central Transition Funding LLC		$4,705
Ally Auto Receivables Trust		39,680
American Express Credit Account Master Trust		12,455
AmeriCredit Automobile Receivables Trust		38,348
Ameriquest Mortgage Securities Inc		321
Asset Securitization Corp		3,570
Atlantic City Electric Transition Funding LLC		12,854
Banc of America Commercial Mortgage Inc		46,199
Bank of America Auto Trust		14,657
Bayview Commercial Asset Trust		11,334
BMW Vehicle Lease Trust		256,750
Capital Auto Receivables Asset Trust		132,735
Capital One Auto Finance Trust		19,118
Capital One Multi-Asset Execution Trust		27,905
CarMax Auto Owner Trust		75,792
CDC Commercial Mortgage Trust		51,755
CenterPoint Energy Transition Bond Co LLC		86,384
Chase Issuance Trust		167,502
Citibank Credit Card Issuance Trust		3,396
Citibank Omni Master Trust		213,737
Citigroup/Deutsche Bank Commercial Mortgage Trust		319,416
CNH Equipment Trust		33,357
Commercial Mortgage Asset Trust		3,479
Commercial Mortgage Pass Through Certificates		44,106
Countrywide Home Loan Mortgage Pass Through Trust		8,180
Credit Suisse First Boston Mortgage Securities Corp		259,941
Discover Card Master Trust		22,683
Entergy Gulf States Reconstruction Funding LLC		85,704
Ford Credit Auto Owner Trust		87,473
GE Capital Commercial Mortgage Corp		241,440
Greenwich Capital Commercial Funding Corp		109,273
GS Mortgage Securities Corp II		113,706
Harley-Davidson Motorcycle Trust		194,313
Impac CMB Trust		6,632
JP Morgan Chase Commercial Mortgage Securities Corp		238,095
JP Morgan Mortgage Trust		20,774
LB-UBS Commercial Mortgage Trust		167,787
Merrill Lynch/Countrywide Commercial Mortgage Trust		34,843
Morgan Stanley Dean Witter Capital I		762
Nissan Auto Lease Trust		33,590
Nissan Auto Receivables Owner Trust		116,172
PG&E Energy Recovery Funding LLC		164,715
SLM Student Loan Trust		709,427

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 337

Portfolio of Investments (continued)

VP – Partners Small Cap Value Fund

Notes to Portfolio of Investments (continued)


Nomura Securities (0.300%) (continued)
Security description	Value(a)
Structured Asset Securities Corp		$278,255
Toyota Auto Receivables Owner Trust		9,548
USAA Auto Owner Trust		39,659
Wachovia Auto Loan Owner Trust		7,608
Wachovia Bank Commercial Mortgage Trust		586,015
World Omni Auto Receivables Trust		53,961
World Omni Automobile Lease Securitization Trust		39,889

Total market value of collateral securities		$5,250,000



Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$5,193,059
Fannie Mae REMICS		1,170,920
Freddie Mac Gold Pool		444,184
Freddie Mac REMICS		1,545,473
Ginnie Mae I Pool		395,584
Government National Mortgage Association		1,450,780

Total market value of collateral securities		$10,200,000



RBS Securities, Inc. (0.300%)
Security description	Value(a)
Amortizing Residential Collateral Trust		$36,653
Capital One Multi-Asset Execution Trust		134,099
Chase Issuance Trust		35,945
Citibank Credit Card Issuance Trust		83,971
Citibank Omni Master Trust		81,145
Discover Card Master Trust I		48,968
First Franklin Mortgage Loan Asset Backed Certificates		29,632
First National Master Note Trust		44,146
Ford Credit Auto Owner Trust		7,646
Freddie Mac Gold Pool		82,095
GS Mortgage Securities Corp II		33,357
HSBC Home Equity Loan Trust		93,900
Merrill Lynch/Countrywide Commercial Mortgage Trust		101,857
Nelnet Student Loan Trust		42,089
SLC Student Loan Trust		67,407
SLM Student Loan Trust		102,450
Structured Asset Investment Loan Trust		7,558
Wells Fargo Home Equity Trust		14,673

Total market value of collateral securities		$1,047,591


(f)		Affiliated Money Market Fund — See Note 9 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(g)		Identifies issues considered to be illiquid as to their marketability (see Note 2 to the financial statements). The aggregate value of such securities at Dec. 31, 2010 was $6,811,612, representing 0.47% of net assets. Information concerning such security holdings at Dec. 31, 2010 was as follows:


	Acquisition
Security	dates	Cost
Computer Services, Inc.	07-25-07 thru 08-31-10		$777,320
Harbinger Group, Inc.	04-27-06 thru 06-04-09		2,595,469
Industrias Bachoco SAB de CV, ADR	05-03-06 thru 08-26-10		3,321,273

338 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

VP – Partners Small Cap Value Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

Non-U.S. equity securities actively traded in foreign markets where there is a significant delay in the local close relative to the New York Stock Exchange (NYSE) are classified as Level 2. The values of these securities may includes an adjustment to reflect the impact of significant market movements following the close of local trading, as described in Note 2 to the financial statements — Valuation of securities.

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$1,326,930,777		$—		$—		$1,326,930,777

Total Equity Securities		1,326,930,777		—		—		1,326,930,777

Other
Affiliated Money Market Fund(c)		127,055,056		—		—		127,055,056
Investments of Cash Collateral Received for Securities on Loan		—		373,425,460		—		373,425,460

Total Other		127,055,056		373,425,460		—		500,480,516

Total		$1,453,985,833		$373,425,460		$—		$1,827,411,293


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 339

Portfolio of Investments (continued)

VP – Partners Small Cap Value Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

340 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Statements of Assets and Liabilities


			RiverSource VP —
			Cash			RiverSource VP —
	RiverSource VP —		Management			Diversified
Dec. 31, 2010	Balanced Fund		Fund			Bond Fund
Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $828,161,279, $839,363,608 and $4,015,546,596)	$	1,006,439,381	$	839,363,608		$	4,142,383,520
Affiliated money market fund (identified cost $15,311,808, $— and $322,075,929)		15,311,808		—			322,075,929
Investments of cash collateral received for securities on loan
Short-term securities (identified cost $38,994,613, $— and $329,971,021)		38,994,613		—			329,971,021
Repurchase agreements (identified cost $75,074,304, $— and $166,593,498)		75,074,304		—			166,593,498

Total investments in securities (identified cost $957,542,004, $839,363,608 and $4,834,187,044)		1,135,820,106		839,363,608			4,961,023,968
Cash		—		149,490			—
Capital shares receivable		—		64,705			2,281
Foreign currency holdings (identified cost $116,771, $— and $2,064,058)		119,731		—			2,117,262
Dividends and accrued interest receivable		3,478,417		30,810			30,791,064
Receivable for investment securities sold		11,736,415		—			134,346,552
Receivable from Investment Manager		—		277,836			—
Variation margin receivable on futures contracts		—		—			1,241,910
Reclaims receivable		16,652		—			160,300
Unrealized appreciation on forward foreign currency contracts		—		—			2,005,267

Total assets		1,151,171,321		839,886,449			5,131,688,604

Liabilities
Forward sale commitments, at value (proceeds receivable $1,582,266, $— and $— )		1,576,875		—			—
Disbursements in excess of cash		3,196		—			188,825
Dividends payable to shareholders		—		230			—
Capital shares payable		1,150,721		979,863			1,968,528
Payable for investment securities purchased		11,165,695		—			688,151,556
Payable for securities purchased on a forward-commitment basis		62,267,650		—			—
Payable upon return of securities loaned		114,068,917		—			496,564,519
Variation margin payable on futures contracts		114,812		—			—
Unrealized depreciation on forward foreign currency contracts		—		—			2,387,571
Accrued investment management services fees		428,877		238,056			1,473,224
Accrued distribution fees		101,152		67,934			183,999
Accrued transfer agency fees		48,551		43,282			199,377
Accrued administrative services fees		46,628		41,798			197,999
Other accrued expenses		198,252		214,130			625,400

Total liabilities		191,171,326		1,585,293			1,191,940,998

Net assets applicable to outstanding shares	$	959,999,995	$	838,301,156		$	3,939,747,606

Represented by
Shares of beneficial interest — $.01 par value	$	—	$	8,383,006		$	3,581,735
Additional paid-in capital		—		832,545,348			3,660,600,152
Undistributed (excess of distributions over) net investment income		—		(21,996	)		179,533,178
Accumulated net realized gain (loss)		—		(2,605,202	)		(27,933,198	)
Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		—		—			123,965,739
Partners’ capital		959,999,995		—			—

Total — representing net assets applicable to outstanding shares	$	959,999,995	$	838,301,156		$	3,939,747,606

*Value of securities on loan	$	103,619,732	$	—		$	509,932,853


Net assets applicable to outstanding shares:	Class 1		N/A	$	212,829,673	$	2,224,175,983
	Class 2		N/A	$	3,829,386	$	3,422,137
	Class 3	$	959,999,995	$	621,642,097	$	1,712,149,486
Outstanding shares of beneficial interest:	Class 1		N/A		212,826,382		202,213,942
	Class 2		N/A		3,829,476		311,375
	Class 3		69,413,319		621,644,748		155,648,221
Net asset value per share:	Class 1		N/A	$	1.00	$	11.00
	Class 2		N/A	$	1.00	$	10.99
	Class 3	$	13.83	$	1.00	$	11.00

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 341

Statements of Assets and Liabilities (continued)


	RiverSource VP —		RiverSource VP —		RiverSource VP —
	Diversified Equity		Dynamic		Global
Dec. 31, 2010	Income Fund		Equity Fund		Bond Fund
Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $2,331,072,085, $1,167,401,805 and $1,430,854,353)	$	3,061,746,992	$	1,365,271,372	$	1,518,743,498
Affiliated money market fund (identified cost $72,031,834, $9,630,191 and $67,602,669)		72,031,834		9,630,191		67,602,669
Investments of cash collateral received for securities on loan
Short-term securities (identified cost $385,956,044, $152,967,406 and $—)		385,956,044		152,967,406		—
Repurchase agreements (identified cost $154,943,900, $52,278,391 and $17,884,231)		154,943,900		52,278,391		17,884,231

Total investments in securities (identified cost $2,944,003,863, $1,382,277,793 and $1,516,341,253)		3,674,678,770		1,580,147,360		1,604,230,398
Cash		—		9,275		—
Capital shares receivable		—		—		3,617
Foreign currency holdings (identified cost $ —, $1,716 and $14,552,888)		—		1,894		14,958,824
Dividends and accrued interest receivable		3,034,218		1,061,576		19,520,796
Receivable for investment securities sold		9,844,641		122		2,178,203
Unrealized appreciation on forward foreign currency contracts		—		—		2,629,175
Receivable from the Investment Manager		—		—		1,382
Reclaims receivable		8,444		35,845		840,231

Total assets		3,687,566,073		1,581,256,072		1,644,362,626

Liabilities
Disbursements in excess of cash		—		—		266,216
Capital shares payable		3,768,945		1,716,527		180,970
Payable for investment securities purchased		11,507,725		—		13,878,481
Payable upon return of securities loaned		540,899,944		205,245,797		17,884,231
Variation margin payable on futures contracts		—		12,000		190,889
Unrealized depreciation on forward foreign currency contracts		—		—		1,790,484
Accrued investment management services fees		1,503,161		689,637		880,341
Accrued distribution fees		165,507		145,310		55,305
Accrued transfer agency fees		157,232		69,745		80,056
Accrued administrative services fees		136,655		64,491		99,770
Other accrued expenses		461,412		271,737		268,399

Total liabilities		558,600,581		208,215,244		35,575,142

Net assets applicable to outstanding shares	$	3,128,965,492	$	1,373,040,828	$	1,608,787,484

Represented by
Shares of beneficial interest — $.01 par value	$	—	$	—	$	1,375,360
Additional paid-in capital		—		—		1,520,556,229
Excess of distributions over net investment income		—		—		(4,854,099	)
Accumulated net realized gain (loss)		—		—		1,615,034
Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		—		—		90,094,960
Partners’ capital		3,128,965,492		1,373,040,828		—

Total — representing net assets applicable to outstanding shares	$	3,128,965,492	$	1,373,040,828	$	1,608,787,484

*Value of securities on loan	$	528,462,462	$	199,271,803	$	29,810,165


Net assets applicable to outstanding shares:	Class 1	$	1,554,974,720	$	5,376	$	1,086,905,424
	Class 2	$	1,191,024	$	32,310	$	1,826,584
	Class 3	$	1,572,799,748	$	1,373,003,142	$	520,055,476
Outstanding shares of beneficial interest:	Class 1		117,924,658		278		92,927,464
	Class 2		90,542		1,672		156,264
	Class 3		119,444,089		71,064,322		44,452,275
Net asset value per share:	Class 1	$	13.19	$	19.34	$	11.70
	Class 2	$	13.15	$	19.32	$	11.69
	Class 3	$	13.17	$	19.32	$	11.70

The accompanying Notes to Financial Statements are an integral part of this statement.

342 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	RiverSource VP —						RiverSource VP —
	Global Inflation			RiverSource VP —			Income
	Protected			High Yield			Opportunities
Dec. 31, 2010	Securities Fund			Bond Fund			Fund
Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $2,486,734,503, $613,741,605 and $983,013,438)	$	2,505,760,045		$	656,854,720		$	1,044,629,690
Affiliated money market fund (identified cost $12,386,908, $7,909,130 and $28,932,238)		12,386,908			7,909,130			28,932,238
Investments of cash collateral received for securities on loan
Short-term securities (identified cost $457,942,711, $2,999,234 and $171,472,570)		457,942,711			2,999,234			171,472,570
Repurchase agreements (identified cost $201,502,849, $50,197,787 and $66,994,729)		201,502,849			50,197,787			66,994,729

Total investments in securities (identified cost $3,158,566,971, $674,847,756 and $1,250,412,975)		3,177,592,513			717,960,871			1,312,029,227
Cash		—			5,314			14,616
Capital shares receivable		40,936			6,365			—
Foreign currency holdings (identified cost $2,977,560, $— and $ —)		3,040,144			—			—
Dividends and accrued interest receivable		17,527,035			11,700,829			18,585,831
Variation margin receivable on futures contracts		644,582			—			—
Receivable for investment securities sold		89,350			7,698,673			3,680,522
Unrealized appreciation on forward foreign currency contracts		9,235,608			—			—
Margin deposits on futures contracts		2,787,331			—			—
Reclaims receivable		165,333			23,768			36,149

Total assets		3,211,122,832			737,395,820			1,334,346,345

Liabilities
Capital shares payable		287,426			430,715			134,405
Payable for investment securities purchased		203,653			3,263,657			—
Payable upon return of securities loaned		659,445,560			53,197,021			238,467,299
Unrealized depreciation on forward foreign currency contracts		8,472,855			—			—
Accrued investment management services fees		886,961			340,000			559,542
Accrued distribution fees		35,515			72,232			26,870
Accrued transfer agency fees		126,653			34,575			55,210
Accrued administrative services fees		133,023			39,581			61,581
Other accrued expenses		262,366			101,025			163,821

Total liabilities		669,854,012			57,478,806			239,468,728

Net assets applicable to outstanding shares	$	2,541,268,820		$	679,917,014		$	1,094,877,617

Represented by
Shares of beneficial interest — $.01 par value	$	2,664,719		$	980,757		$	1,023,930
Additional paid-in capital		2,540,284,444			724,370,268			890,765,467
Undistributed (excess of distributions over) net investment income		(39,316,296	)		54,435,183			109,653,901
Accumulated net realized gain (loss)		19,539,276			(142,982,309	)		31,818,067
Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		18,096,677			43,113,115			61,616,252

Total — representing net assets applicable to outstanding shares	$	2,541,268,820		$	679,917,014		$	1,094,877,617

*Value of securities on loan	$	663,823,744		$	52,010,287		$	233,143,531


Net assets applicable to outstanding shares:	Class 1	$	2,209,104,701	$	5,399	$	842,201,619
	Class 2	$	1,226,736	$	2,131,839	$	929,313
	Class 3	$	330,937,383	$	677,779,776	$	251,746,685
Outstanding shares of beneficial interest:	Class 1		231,652,013		778		78,794,161
	Class 2		128,799		307,829		87,063
	Class 3		34,691,077		97,767,049		23,511,781
Net asset value per share:	Class 1	$	9.54	$	6.94	$	10.69
	Class 2	$	9.52	$	6.93	$	10.67
	Class 3	$	9.54	$	6.93	$	10.71

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 343

Statements of Assets and Liabilities (continued)


	RiverSource VP —		RiverSource VP —		RiverSource VP —
	Mid Cap		Mid Cap		S&P 500
Dec. 31, 2010	Growth Fund		Value Fund		Index Fund
Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $335,139,175, $684,011,552 and $181,362,113)	$	396,429,198	$	838,453,935	$	213,889,868
Affiliated money market fund (identified cost $12,143,688, $22,881,343 and $2,406,983)		12,143,688		22,881,343		2,406,983
Investments of cash collateral received for securities on loan
Short-term securities (identified cost $52,992,379, $44,999,331 and $1,000,000)		52,992,379		44,999,331		1,000,000
Repurchase agreements (identified cost $56,957,893, $56,947,863 and $27,203,008)		56,957,893		56,947,863		27,203,008

Total investments in securities (identified cost $457,233,135, $808,840,089 and $211,972,104)		518,523,158		963,282,472		244,499,859
Cash		—		—		95
Dividends and accrued interest receivable		152,742		707,192		255,893
Receivable for investment securities sold		2,405,573		2,128,697		16,278
Receivable from Investment Manager		—		—		17,409
Reclaims receivable		283		404		—

Total assets		521,081,756		966,118,765		244,789,534

Liabilities
Disbursements in excess of cash		—		19		—
Capital shares payables		542,996		3,012,711		150,054
Payable for investment securities purchased		2,104,669		2,958,266		4,794
Payable upon return of securities loaned		109,950,272		101,947,194		28,203,008
Variation margin payable on futures contracts		—		—		3,000
Accrued investment management services fees		241,325		502,524		40,009
Accrued distribution fees		43,106		14,456		22,733
Accrued administrative services fees		20,685		41,606		10,911
Accrued transfer agency fees		20,685		43,072		10,911
Other accrued expenses		73,202		80,725		80,420

Total liabilities		112,996,940		108,600,573		28,525,840

Net assets applicable to outstanding shares	$	408,084,816	$	857,518,192	$	216,263,694

Represented by
Partners’ capital	$	408,084,816	$	857,518,192	$	216,263,694

Total — representing net assets applicable to outstanding shares	$	408,084,816	$	857,518,192	$	216,263,694

*Value of securities on loan	$	106,277,595	$	98,992,917	$	27,508,217


Net assets applicable to outstanding shares:	Class 1	$	5,469	$	720,087,270		N/A
	Class 2	$	133,894	$	321,156		N/A
	Class 3	$	407,945,453	$	137,109,766	$	216,263,694
Outstanding shares of beneficial interest:	Class 1		376		65,710,899		N/A
	Class 2		9,218		29,328		N/A
	Class 3		28,073,949		12,523,398		25,128,735
Net asset value per share:	Class 1	$	14.55	$	10.96		N/A
	Class 2	$	14.53	$	10.95		N/A
	Class 3	$	14.53	$	10.95	$	8.61

The accompanying Notes to Financial Statements are an integral part of this statement.

344 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	RiverSource VP —
	Short Duration					Seligman VP —
	U.S. Government			Seligman VP —		Larger-Cap
Dec. 31, 2010	Fund			Growth Fund		Value Fund
Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $1,189,520,970, $192,143,237 and $22,938,337)	$	1,190,475,814		$	232,573,269	$	29,555,770
Affiliated money market fund (identified cost $16,164,218, $1,551,886 and $447,502)		16,164,218			1,551,886		447,502
Investments of cash collateral received for securities on loan
Short-term securities (identified cost $189,962,583, $2,500,000 and $ — )		189,962,583			2,500,000		—
Repurchase agreements (identified cost $111,119,198, $28,311,261 and $4,574,846)		111,119,198			28,311,261		4,574,846

Total investments in securities (identified cost $1,506,766,969, $224,506,384 and $27,960,685)		1,507,721,813			264,936,416		34,578,118
Capital shares receivable		36,761			—		—
Cash		17,489			43		—
Expense reimbursement receivable from the Investment Manager		—			—		9
Dividends and accrued interest receivable		2,983,412			104,406		30,660
Receivable for investment securities sold		18,108			489,857		—
Reclaims receivable		—			30,087		164

Total assets		1,510,777,583			265,560,809		34,608,951

Liabilities
Capital shares payable		1,002,935			337,695		53,926
Payable for investment securities purchased		54,084,863			693,414		—
Payable upon return of securities loaned		301,081,781			30,811,261		4,574,846
Variation margin payable on futures contracts		332,530			—		—
Accrued investment management services fees		466,427			118,825		14,801
Accrued distribution fees		45,550			24,783		3,102
Accrued transfer agency fees		58,706			11,882		1,480
Accrued administrative services fees		65,076			11,882		1,480
Other accrued expenses		106,163			60,618		33,856

Total liabilities		357,244,031			32,070,360		4,683,491

Net assets applicable to outstanding shares	$	1,153,533,552		$	233,490,449	$	29,925,460

Represented by
Shares of beneficial interest — $.01 par value	$	1,111,703		$	—	$	—
Additional paid-in capital		1,152,895,869			—		—
Undistributed net investment income		11,202,328			—		—
Accumulated net realized gain (loss)		(14,248,522	)		—		—
Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		2,572,174			—		—
Partners’ capital		—			233,490,449		29,925,460

Total — representing net assets applicable to outstanding shares	$	1,153,533,552		$	233,490,449	$	29,925,460

*Value of securities on loan	$	295,412,605		$	29,985,339	$	4,461,012


Net assets applicable to outstanding shares:	Class 1	$	733,780,708	$	5,380	$	5,259
	Class 2	$	1,985,171	$	319,713	$	198,772
	Class 3	$	417,767,673	$	233,165,356	$	29,721,429
Outstanding shares of beneficial interest:	Class 1		70,702,643		789		524
	Class 2		191,566		46,961		19,824
	Class 3		40,276,118		34,177,177		2,964,999
Net asset value per share:	Class 1	$	10.38	$	6.82	$	10.04
	Class 2	$	10.36	$	6.81	$	10.03
	Class 3	$	10.37	$	6.82	$	10.02

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 345

Statements of Assets and Liabilities (continued)


	Seligman VP —		Threadneedle VP —			Threadneedle VP —
	Smaller-Cap		Emerging			International
Dec. 31, 2010	Value Fund		Markets Fund			Opportunity Fund
Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $46,764,258, $812,703,254 and $407,811,156)	$	88,452,244	$	1,028,870,626		$	524,564,448
Affiliated money market fund (identified cost $143,973, $10,923,710 and $3,286,537)		143,973		10,923,710			3,286,537
Investments of cash collateral received for securities on loan
Repurchase agreements (identified cost $17,769,111, $8,942,282 and $28,012,798)		17,769,111		8,942,282			28,012,798

Total investments in securities (identified cost $64,677,342, $832,569,246 and $439,110,491)		106,365,328		1,048,736,618			555,863,783
Cash		—		65,500			—
Foreign currency holdings (identified cost $ —, $10,654,215 and $336,353)		—		10,866,835			352,394
Capital shares receivable		—		—			4,567
Receivable from Investment Manager		4		—			—
Dividends and accrued interest receivable		5,910		725,604			366,289
Receivable for investment securities sold		—		—			302,921
Reclaims receivable		—		65,574			753,042

Total assets		106,371,242		1,060,460,131			557,642,996

Liabilities
Disbursements in excess of cash		—		—			10,722
Capital shares payable		125,185		454,997			492,017
Payable for investment securities purchased		—		—			242,084
Payable upon return of securities loaned		17,769,111		8,942,282			28,012,798
Accrued investment management services fees		59,003		928,445			351,394
Accrued distribution fees		9,352		58,085			55,962
Accrued transfer agency fees		4,481		52,116			26,837
Accrued administrative services fees		5,975		67,171			35,671
Other accrued expenses		34,544		277,078			139,107

Total liabilities		18,007,651		10,780,174			29,366,592

Net assets applicable to outstanding shares	$	88,363,591	$	1,049,679,957		$	528,276,404

Represented by
Shares of beneficial interest — $.01 par value	$	—	$	585,086		$	437,214
Additional paid-in capital		—		831,074,401			619,515,469
Undistributed (excess of distributions over) net investment income		—		2,838,751			(1,149,367	)
Accumulated net realized gain (loss)		—		(1,203,107	)		(207,385,347	)
Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		—		216,384,826			116,858,435
Partners’ capital		88,363,591		—			—

Total — representing net assets applicable to outstanding shares	$	88,363,591	$	1,049,679,957		$	528,276,404

*Value of securities on loan	$	17,288,586	$	8,397,994		$	26,881,604


Net assets applicable to outstanding shares:	Class 1	$	5,539	$	490,399,039	$	5,729
	Class 2	$	190,030	$	2,050,323	$	533,699
	Class 3	$	88,168,022	$	557,230,595	$	527,736,976
Outstanding shares of beneficial interest:	Class 1		481		27,326,173		474
	Class 2		16,521		114,426		44,210
	Class 3		7,662,006		31,067,970		43,676,680
Net asset value per share:	Class 1	$	11.52	$	17.95	$	12.09
	Class 2	$	11.50	$	17.92	$	12.07
	Class 3	$	11.51	$	17.94	$	12.08

The accompanying Notes to Financial Statements are an integral part of this statement.

346 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	VP — Davis		VP — Goldman		VP — Partners
	New York		Sachs Mid Cap		Small Cap
Dec. 31, 2010	Venture Fund		Value Fund		Value Fund
Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $1,057,730,496, $756,487,700 and $1,029,178,752)	$	1,355,634,550	$	882,528,272	$	1,326,930,777
Affiliated money market fund (identified cost $57,156,554, $26,542,170 and $127,055,056)		57,156,554		26,542,170		127,055,056
Investments of cash collateral received for securities on loan
Short-term securities (identified cost $125,977,187, $— and $263,462,104)		125,977,187		—		263,462,104
Repurchase agreements (identified cost $46,860,051, $— and $109,963,356)		46,860,051		—		109,963,356

Total investments in securities (identified cost $1,287,724,288, $783,029,870 and $1,529,659,268)		1,585,628,342		909,070,442		1,827,411,293
Cash		—		8,200		—
Dividends and accrued interest receivable		1,272,233		1,350,943		1,151,424
Receivable for investment securities sold		16,738,381		—		13,262,005
Reclaims receivable		152,711		346		585

Total assets		1,603,791,667		910,429,931		1,841,825,307

Liabilities
Capital shares payable		421,141		1,645,595		3,204,051
Payable for investment securities purchased		379,739		4,550,928		10,473,998
Payable upon return of securities loaned		172,837,238		—		373,425,460
Accrued investment management services fees		844,899		580,758		1,117,510
Accrued distribution fees		8,518		1,768		30,146
Accrued transfer agency fees		71,738		45,308		73,407
Accrued administrative services fees		66,152		43,656		92,014
Other accrued expenses		567,046		45,587		208,133

Total liabilities		175,196,471		6,913,600		388,624,719

Net assets applicable to outstanding shares	$	1,428,595,196	$	903,516,331	$	1,453,200,588

Represented by
Partners’ capital	$	1,428,595,196	$	903,516,331	$	1,453,200,588

Total — representing net assets applicable to outstanding shares	$	1,428,595,196	$	903,516,331	$	1,453,200,588

*Value of securities on loan	$	168,132,274	$	—	$	362,384,306


Net assets applicable to outstanding shares:	Class 1	$	1,348,356,001	$	886,881,269	$	1,168,661,063
	Class 2	$	471,578	$	527,015	$	484,367
	Class 3	$	79,767,617	$	16,108,047	$	284,055,158
Outstanding shares of beneficial interest:	Class 1		134,896,137		79,296,234		76,487,760
	Class 2		47,188		47,185		31,764
	Class 3		7,985,012		1,440,548		18,619,632
Net asset value per share:	Class 1	$	10.00	$	11.18	$	15.28
	Class 2	$	9.99	$	11.17	$	15.25
	Class 3	$	9.99	$	11.18	$	15.26

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 347

Statements of Operations


				RiverSource VP —
				Cash			RiverSource VP —
	RiverSource VP —			Management			Diversified
Year ended Dec. 31, 2010	Balanced Fund			Fund			Bond Fund
Investment income
Income:
Dividends	$	13,667,755		$	—		$	—
Interest		14,782,912			2,051,139			205,344,192
Income distributions from affiliated money market fund		34,085			—			572,821
Income from securities lending — net		179,166			—			1,223,430
Foreign taxes withheld		(47,445	)		—			(62,663	)

Total income		28,616,473			2,051,139			207,077,780

Expenses:
Investment management services fees		5,132,945			2,937,512			20,576,872
Distribution fees
Class 2		—			2,494			2,082
Class 3		1,200,068			966,813			4,189,486
Transfer agency fees
Class 1		—			70,338			827,076
Class 2		—			600			501
Class 3		581,752			468,742			2,025,698
Administrative services fees		552,751			514,572			2,730,158
Compensation of board members		27,346			25,303			138,957
Custodian fees		76,940			18,620			198,857
Printing and postage		284,850			319,250			830,000
Professional fees		53,817			43,664			125,654
Other		51,076			34,474			518,093

Total expenses		7,961,545			5,402,382			32,163,434
Expenses waived/reimbursed by the Investment Manager and its affiliates		—			(3,433,453	)		—

Total net expenses		7,961,545			1,968,929			32,163,434

Investment income (loss) — net		20,654,928			82,210			174,914,346

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		51,956,902			551			187,644,329
Foreign currency transactions		1,922			—			5,982,270
Futures contracts		(2,488,889	)		—			(22,088,192	)
Options contracts written		13,473			—			1,800,139

Net realized gain (loss) on investments		49,483,408			551			173,338,546
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		41,465,993			(2,226,789	)		45,913,157
Increase from payments by affiliate (Note 12)		—			2,226,789			—

Net gain (loss) on investments and foreign currencies		90,949,401			551			219,251,703

Net increase (decrease) in net assets resulting from operations	$	111,604,329		$	82,761		$	394,166,049

The accompanying Notes to Financial Statements are an integral part of this statement.

348 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	RiverSource VP —			RiverSource VP —			RiverSource VP —
	Diversified Equity			Dynamic			Global
Year ended Dec. 31, 2010	Income Fund			Equity Fund			Bond Fund
Investment income
Income:
Dividends	$	75,827,205		$	30,056,709		$	—
Interest		550,494			—			74,241,569
Income distributions from affiliated money market fund		165,683			24,545			83,823
Income from securities lending — net		1,350,610			610,628			43,119
Foreign taxes withheld		(280,088	)		(69,268	)		(394,973	)

Total income		77,613,904			30,622,614			73,973,538

Expenses:
Investment management services fees		20,837,717			8,710,506			10,625,621
Distribution fees
Class 2		452			24			824
Class 3		3,033,169			1,658,613			1,253,628
Transfer agency fees
Class 1		530,394			2			371,055
Class 2		109			6			198
Class 3		1,466,924			803,947			606,110
Administrative services fees		1,686,479			738,432			1,204,105
Compensation of board members		96,081			37,678			46,433
Custodian fees		53,190			28,143			217,310
Printing and postage		652,200			441,655			252,350
Professional fees		88,388			54,757			62,913
Other		123,862			42,065			94,235

Total expenses		28,568,965			12,515,828			14,734,782
Expenses waived/reimbursed by the Investment Manager and its affiliates		—			—			(45,816	)

Total net expenses		28,568,965			12,515,828			14,688,966

Investment income (loss) — net		49,044,939			18,106,786			59,284,572

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		123,857,868			118,698,460			18,772,409
Foreign currency transactions		(219	)		(1,357	)		4,250,900
Futures contracts		—			2,171,093			(2,434,416	)

Net realized gain (loss) on investments		123,857,649			120,868,196			20,588,893
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		263,983,214			72,633,163			9,458,149

Net gain (loss) on investments and foreign currencies		387,840,863			193,501,359			30,047,042

Net increase (decrease) in net assets resulting from operations	$	436,885,802		$	211,608,145		$	89,331,614

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 349

Statements of Operations (continued)


	RiverSource VP —						RiverSource VP —
	Global Inflation			RiverSource VP —			Income
	Protected			High Yield			Opportunities
Year ended Dec. 31, 2010	Securities Fund			Bond Fund			Fund
Investment income
Income:
Interest	$	78,393,310		$	59,016,720		$	121,262,341
Income distributions from affiliated money market fund		116,557			38,342			109,045
Income from securities lending — net		696,235			126,486			602,739
Foreign taxes withheld		(22,255	)		(4,729	)		(7,308	)

Total income		79,183,847			59,176,819			121,966,817

Expenses:
Investment management services fees		10,108,104			4,093,556			8,887,899
Distribution fees
Class 2		545			936			417
Class 3		1,453,265			866,816			1,190,840
Transfer agency fees
Class 1		752,431			2			319,620
Class 2		131			225			100
Class 3		701,560			420,255			574,711
Administrative services fees		1,514,683			475,981			961,449
Compensation of board members		68,414			19,847			45,125
Custodian fees		187,983			22,415			38,980
Printing and postage		230,000			145,600			137,008
Professional fees		74,892			42,142			60,809
Other		230,700			28,381			62,875

Total expenses		15,322,708			6,116,156			12,279,833

Investment income (loss) — net		63,861,139			53,060,663			109,686,984

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		29,229,017			33,660,527			110,270,561
Foreign currency transactions		66,247,859			—			—
Futures contracts		(11,715,345	)		—			—
Options contracts written		655,174			—			—

Net realized gain (loss) on investments		84,416,705			33,660,527			110,270,561
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		(53,058,756	)		3,560,405			(70,409,676	)

Net gain (loss) on investments and foreign currencies		31,357,949			37,220,932			39,860,885

Net increase (decrease) in net assets resulting from operations	$	95,219,088		$	90,281,595		$	149,547,869

The accompanying Notes to Financial Statements are an integral part of this statement.

350 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	RiverSource VP —			RiverSource VP —			RiverSource VP —
	Mid Cap			Mid Cap			S&P 500
Year ended Dec. 31, 2010	Growth Fund			Value Fund			Index Fund
Investment income
Income:
Dividends	$	2,107,560		$	9,207,383		$	4,395,666
Interest		—			5,253			26
Income distributions from affiliated money market fund		13,565			46,168			2,373
Income from securities lending — net		884,755			229,583			34,264
Foreign taxes withheld		(4,936	)		(55,469	)		—

Total income		3,000,944			9,432,918			4,432,329

Expenses:
Investment management services fees		2,648,338			3,818,655			463,241
Distribution fees								—
Class 2		60			146			—
Class 3		474,499			219,034			263,208
Transfer agency fees								—
Class 1		2			221,877			—
Class 2		15			35			—
Class 3		229,988			106,016			127,585
Administrative services fees		227,768			317,145			126,336
Compensation of board members		10,735			13,596			5,981
Custodian fees		16,310			46,085			39,259
Printing and postage		78,860			53,600			62,679
Licensing fees		—			—			21,178
Professional fees		30,241			30,225			28,044
Other		21,628			18,714			8,331

Total expenses		3,738,444			4,845,128			1,145,842
Expenses waived/reimbursed by the Investment Manager and its affiliates		—			—			(29,508	)

Total net expenses		3,738,444			4,845,128			1,116,334

Investment income (loss) — net		(737,500	)		4,587,790			3,315,995

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		51,450,990			33,830,827			4,862,380
Foreign currency transactions		—			(2,908	)		—
Futures contracts		—			—			289,653
Options contracts written		216,672			—			—

Net realized gain (loss) on investments		51,667,662			33,827,919			5,152,033
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		38,131,471			123,586,105			20,022,146

Net gain (loss) on investments and foreign currencies		89,799,133			157,414,024			25,174,179

Net increase (decrease) in net assets resulting from operations	$	89,061,633		$	162,001,814		$	28,490,174

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 351

Statements of Operations (continued)


	RiverSource VP —
	Short Duration						Seligman VP —
	U.S. Government			Seligman VP —			Larger-Cap
Year ended Dec. 31, 2010	Fund			Growth Fund			Value Fund
Investment income
Income:
Dividends	$	—		$	2,868,940		$	430,517
Interest		15,199,218			—			—
Income distributions from affiliated money market fund		190,165			3,818			615
Income from securities lending — net		129,524			38,183			1,683
Foreign taxes withheld		—			(16,605	)		—

Total income		15,518,907			2,894,336			432,815

Expenses:
Investment management services fees		4,047,596			1,425,360			145,078
Distribution fees
Class 2		1,301			140			85
Class 3		588,456			284,273			27,463
Transfer agency fees
Class 1		227,967			2			2
Class 2		313			34			21
Class 3		285,260			137,787			13,319
Administrative services fees		572,107			136,482			13,204
Compensation of board members		22,211			6,468			589
Custodian fees		54,218			17,016			4,001
Printing and postage		110,194			63,215			3,230
Professional fees		40,739			33,556			35,470
Other		29,924			11,816			1,754

Total expenses		5,980,286			2,116,149			244,216
Expenses waived/reimbursed by the Investment Manager and its affiliates		—			—			(6,428	)

Total net expenses		5,980,286			2,116,149			237,788

Investment income (loss) — net		9,538,621			778,187			195,027

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		15,473,817			38,467,467			344,758
Futures contracts		(2,853,358	)		—			—

Net realized gain (loss) on investments		12,620,459			38,467,467			344,758
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		416,645			(3,667,235	)		3,963,263

Net gain (loss) on investments and foreign currencies		13,037,104			34,800,232			4,308,021

Net increase (decrease) in net assets resulting from operations	$	22,575,725		$	35,578,419		$	4,503,048

The accompanying Notes to Financial Statements are an integral part of this statement.

352 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Seligman VP —			Threadneedle VP —			Threadneedle VP —
	Smaller-Cap			Emerging			International
Year ended Dec. 31, 2010	Value Fund			Markets Fund			Opportunity Fund
Investment income
Income:
Dividends	$	343,830		$	21,653,974		$	11,440,994
Interest		—			241,256			—
Income distributions from affiliated money market fund		255			35,827			9,769
Income from securities lending — net		13,039			127,085			304,750
Foreign taxes withheld		—			(2,016,865	)		(1,908,782	)

Total income		357,124			20,041,277			9,846,731

Expenses:
Investment management services fees		697,532			9,905,835			4,147,559
Distribution fees
Class 2		64			819			228
Class 3		99,915			827,804			643,936
Transfer agency fees
Class 1		2			163,961			2
Class 2		16			197			55
Class 3		48,429			400,629			312,074
Administrative services fees		63,968			723,873			411,095
Compensation of board members		2,255			26,295			14,650
Custodian fees		5,820			601,100			118,546
Printing and postage		17,429			110,770			110,800
Professional fees		25,256			66,728			42,607
Other		3,360			489,248			43,112

Total expenses		964,046			13,317,259			5,844,664
Expenses waived/reimbursed by the Investment Manager and its affiliates		(945	)		—			—

Total expenses		963,101			13,317,259			5,844,664

Investment income (loss) — net		(605,977	)		6,724,018			4,002,067

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		6,870,735			172,525,300			23,207,090
Foreign currency transactions		—			512,376			160,405

Net realized gain (loss) on investments		6,870,735			173,037,676			23,367,495
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		13,003,137			(7,437,132	)		37,437,226

Net gain (loss) on investments and foreign currencies		19,873,872			165,600,544			60,804,721

Net increase (decrease) in net assets resulting from operations	$	19,267,895		$	172,324,562		$	64,806,788

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 353

Statements of Operations (continued)


	VP — Davis			VP — Goldman			VP — Partners
	New York			Sachs Mid Cap			Small Cap
Year ended Dec. 31, 2010	Venture Fund			Value Fund			Value Fund
Investment income
Income:
Dividends	$	24,960,940		$	8,865,448		$	18,813,692
Interest		914,501			—			—
Income distributions from affiliated money market fund		200,867			45,922			268,749
Income from securities lending — net		476,468			—			1,072,331
Foreign taxes withheld		(535,067	)		(19,185	)		(90,712	)

Total income		26,017,709			8,892,185			20,064,060

Expenses:
Investment management services fees		12,117,328			3,806,321			12,591,500
Distribution fees
Class 2		252			236			183
Class 3		1,072,169			17,667			888,705
Transfer agency fees
Class 1		477,235			288,052			383,122
Class 2		61			57			44
Class 3		516,780			8,563			429,196
Administrative services fees		892,861			284,306			1,013,654
Compensation of board members		49,140			11,300			38,133
Custodian fees		72,280			28,670			53,683
Printing and postage		109,144			4,973			149,250
Professional fees		56,232			27,389			46,783
Other		73,333			23,094			55,141

Total expenses		15,436,815			4,500,628			15,649,394
Expenses waived/reimbursed by the Investment Manager and its affiliates		(6,926	)		(13,186	)		(135,173	)

Total net expenses		15,429,889			4,487,442			15,514,221

Investment income (loss) — net		10,587,820			4,404,743			4,549,839

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		72,475,545			22,591,797			133,068,608
Foreign currency transactions		(98,985	)		11			—
Increase from payment by affiliate (Note 12)		—			22,763			—

Net realized gain (loss) on investments		72,376,560			22,614,571			133,068,608
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		39,697,709			124,128,009			157,500,889

Net gain (loss) on investments and foreign currencies		112,074,269			146,742,580			290,569,497

Net increase (decrease) in net assets resulting from operations	$	122,662,089		$	151,147,323		$	295,119,336

The accompanying Notes to Financial Statements are an integral part of this statement.

354 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Statements of Changes in Net Assets


	RiverSource VP — Balanced Fund						RiverSource VP — Cash Management Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations and distributions
Investment income (loss) — net	$	20,654,928		$	26,294,943		$	82,210		$	917,661
Net realized gain (loss) on investments		49,483,408			(137,066,296	)		551			(2,770,034	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		41,465,993			322,604,644			(2,226,789	)		243
Increase from payments by affiliate (Note 12)		—			—			2,226,789			960,033

Net increase (decrease) in net assets resulting from operations		111,604,329			211,833,291			82,761			(892,097	)

Distributions to shareholders from:
Net investment income
Class 1		N/A			N/A			(11,632	)		N/A
Class 2		N/A			N/A			(101	)		N/A
Class 3		—			—			(76,987	)		(940,288	)

Total distributions		—			—			(88,720	)		(940,288	)

Share transactions
Proceeds from sales
Class 1		N/A			N/A			216,030,882			N/A
Class 2		N/A			N/A			6,418,636			N/A
Class 3		4,224,712			86,175,958			109,411,147			215,461,385
Reinvestment of distributions at net asset value
Class 1		N/A			N/A			11,573			N/A
Class 2		N/A			N/A			100			N/A
Class 3		—			—			77,076			29,916,892
Payments for redemptions
Class 1		N/A			N/A			(3,216,072	)		N/A
Class 2		N/A			N/A			(2,589,260	)		N/A
Class 3		(172,222,660	)		(202,416,032	)		(446,859,208	)		(957,331,782	)

Increase (decrease) in net assets from share transactions		(167,997,948	)		(116,240,074	)		(120,715,126	)		(711,953,505	)

Proceeds from regulatory settlement (Note 13)		—			—			—			2,995

Total increase (decrease) in net assets		(56,393,619	)		95,593,217			(120,721,085	)		(713,782,895	)
Net assets at beginning of year		1,016,393,614			920,800,397			959,022,241			1,672,805,136

Net assets at end of year	$	959,999,995		$	1,016,393,614		$	838,301,156		$	959,022,241

Excess of distributions over net investment income	$	—		$	—		$	(21,996	)	$	(15,486	)

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 355

Statements of Changes in Net Assets (continued)


							RiverSource VP — Diversified Equity
	RiverSource VP — Diversified Bond Fund						Income Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations and distributions
Investment income (loss) — net	$	174,914,346		$	207,232,999		$	49,044,939		$	68,250,387
Net realized gain (loss) on investments		173,338,546			(14,972,150	)		123,857,649			(767,463,708	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		45,913,157			475,084,198			263,983,214			1,567,991,626

Net increase (decrease) in net assets resulting from operations		394,166,049			667,345,047			436,885,802			868,778,305

Distributions to shareholders from:
Net investment income
Class 1		(107,294,946	)		N/A			—			N/A
Class 2		(289	)		N/A			—			N/A
Class 3		(102,696,781	)		(211,460,070	)		—			—

Total distributions		(209,992,016	)		(211,460,070	)		—			—

Share transactions
Proceeds from sales
Class 1		4,718,756,829			N/A			2,327,191,273			N/A
Class 2		3,711,475			N/A			1,145,211			N/A
Class 3		238,263,785			1,217,599,988			83,062,143			638,878,373
Reinvestment of distributions at net asset value
Class 1		107,294,946			N/A			—			N/A
Class 2		289			N/A			—			N/A
Class 3		102,696,781			211,460,070			—			—
Payments for redemptions
Class 1		(2,581,045,119	)		N/A			(1,011,209,099	)		N/A
Class 2		(289,626	)					(35,531	)		N/A
Class 3		(4,411,026,163	)		(787,343,848	)		(2,565,390,826	)		(415,452,098	)

Increase (decrease) in net assets from share transactions		(1,821,636,803	)		641,716,210			(1,165,236,829	)		223,426,275

Total increase (decrease) in net assets		(1,637,462,770	)		1,097,601,187			(728,351,027	)		1,092,204,580
Net assets at beginning of year		5,577,210,376			4,479,609,189			3,857,316,519			2,765,111,939

Net assets at end of year	$	3,939,747,606		$	5,577,210,376		$	3,128,965,492		$	3,857,316,519

Undistributed net investment income	$	179,533,178		$	205,910,084		$	—		$	—

The accompanying Notes to Financial Statements are an integral part of this statement.

356 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	RiverSource VP — Dynamic Equity Fund						RiverSource VP — Global Bond Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations and distributions
Investment income (loss) — net	$	18,106,786		$	23,706,932		$	59,284,572		$	41,899,528
Net realized gain (loss) on investments		120,868,196			(160,754,021	)		20,588,893			8,253,829
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		72,633,163			412,011,998			9,458,149			110,250,697

Net increase (decrease) in net assets resulting from operations		211,608,145			274,964,909			89,331,614			160,404,054

Distributions to shareholders from:
Net investment income
Class 1		—			N/A			(38,592,598	)		N/A
Class 2		—			N/A			(18,845	)		N/A
Class 3		—			—			(34,122,495	)		(27,430,312	)

Total distributions		—			—			(72,733,938	)		(27,430,312	)

Share transactions
Proceeds from sales
Class 1		5,000			N/A			1,371,270,154			N/A
Class 2		31,145			N/A			1,829,628			N/A
Class 3		10,210,921			25,674,130			93,284,800			346,520,199
Reinvestment of distributions at net asset value
Class 1		—			N/A			38,592,598			N/A
Class 2		—			N/A			18,845			N/A
Class 3		—			—			34,122,495			27,430,312
Payments for redemptions
Class 1		—			N/A			(359,825,232	)		N/A
Class 2		(1,612	)		N/A			(5,045	)		N/A
Class 3		(242,026,251	)		(256,016,542	)		(1,263,195,154	)		(270,318,952	)

Increase (decrease) in net assets from share transactions		(231,780,797	)		(230,342,412	)		(83,906,911	)		103,631,559

Total increase (decrease) in net assets		(20,172,652	)		44,622,497			(67,309,235	)		236,605,301
Net assets at beginning of year		1,393,213,480			1,348,590,983			1,676,096,719			1,439,491,418

Net assets at end of year	$	1,373,040,828		$	1,393,213,480		$	1,608,787,484		$	1,676,096,719

Undistributed (excess of distributions over) net investment income	$	—		$	—		$	(4,854,099	)	$	2,192,963

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 357

Statements of Changes in Net Assets (continued)


	RiverSource VP — Global Inflation Protected Securities Fund						RiverSource VP — High Yield Bond Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations and distributions
Investment income (loss) — net	$	63,861,139		$	22,155,688		$	53,060,663		$	61,178,931
Net realized gain (loss) on investments		84,416,705			(46,566,016	)		33,660,527			(54,264,209	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		(53,058,756	)		135,306,652			3,560,405			267,169,013

Net increase (decrease) in net assets resulting from operations		95,219,088			110,896,324			90,281,595			274,083,735

Distributions to shareholders from:
Net investment income
Class 1		(47,361,538	)		N/A			(456	)		N/A
Class 2		(125	)		N/A			(454	)		N/A
Class 3		(8,452,422	)		(140,925,993	)		(62,429,797	)		(66,133,408	)
Net realized gain
Class 1		(3,537,416	)		N/A			—			N/A
Class 2		(10	)		N/A			—			N/A
Class 3		(675,027	)		(70,216	)		—			—

Total distributions		(60,026,538	)		(140,996,209	)		(62,430,707	)		(66,133,408	)

Share transactions
Proceeds from sales
Class 1		2,663,292,463			N/A			5,000			N/A
Class 2		1,257,439			N/A			2,091,059			N/A
Class 3		164,743,897			1,318,030,215			10,103,968			55,058,758
Reinvestment of distributions at net asset value
Class 1		50,898,954			N/A			456			N/A
Class 2		135			N/A			454			N/A
Class 3		9,127,449			140,996,209			62,429,797			66,133,408
Payments for redemptions
Class 1		(485,040,681	)		N/A			—			N/A
Class 2		(23,551	)		N/A			(10,724	)		N/A
Class 3		(2,246,300,148	)		(63,458,732	)		(149,598,616	)		(124,667,248	)

Increase (decrease) in net assets from share transactions		157,955,957			1,395,567,692			(74,978,606	)		(3,475,082	)

Total increase (decrease) in net assets		193,148,507			1,365,467,807			(47,127,718	)		204,475,245
Net assets at beginning of year		2,348,120,313			982,652,506			727,044,732			522,569,487

Net assets at end of year	$	2,541,268,820		$	2,348,120,313		$	679,917,014		$	727,044,732

Undistributed (excess of distributions over) net investment income	$	(39,316,296	)	$	(112,841,078	)	$	54,435,183		$	63,675,404

The accompanying Notes to Financial Statements are an integral part of this statement.

358 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	RiverSource VP — Income Opportunities Fund						RiverSource VP — Mid Cap Growth Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations and distributions
Investment income (loss) — net	$	109,686,984		$	114,573,235		$	(737,500	)	$	(467,509	)
Net realized gain (loss) on investments		110,270,561			(9,692,265	)		51,667,662			(27,385,058	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		(70,409,676	)		323,045,735			38,131,471			179,272,787

Net increase (decrease) in net assets resulting from operations		149,547,869			427,926,705			89,061,633			151,420,220

Distributions to shareholders from:
Net investment income
Class 1		(86,658,856	)		N/A			—			N/A
Class 2		(575	)		N/A			—			N/A
Class 3		(28,828,422	)		(61,732,606	)		—			—

Total distributions		(115,487,853	)		(61,732,606	)		—			—

Share transactions
Proceeds from sales
Class 1		1,803,116,365			N/A			5,000			N/A
Class 2		1,016,682			N/A			121,236			N/A
Class 3		95,605,509			892,550,592			4,106,905			23,830,882
Reinvestment of distributions at net asset value
Class 1		86,658,856			N/A			—			N/A
Class 2		575			N/A			—			N/A
Class 3		28,828,422			61,732,606			—			—
Payments for redemptions
Class 1		(1,035,324,748	)		N/A			—			N/A
Class 2		(106,122	)		N/A			(502	)		N/A
Class 3		(1,922,887,173	)		(72,105,876	)		(65,287,452	)		(51,401,227	)

Increase (decrease) in net assets from share transactions		(943,091,634	)		882,177,322			(61,054,813	)		(27,570,345	)

Total increase (decrease) in net assets		(909,031,618	)		1,248,371,421			28,006,820			123,849,875
Net assets at beginning of year		2,003,909,235			755,537,814			380,077,996			256,228,121

Net assets at end of year	$	1,094,877,617		$	2,003,909,235		$	408,084,816		$	380,077,996

Undistributed net investment income	$	109,653,901		$	115,395,221		$	—		$	—

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 359

Statements of Changes in Net Assets (continued)


	RiverSource VP — Mid Cap Value Fund						RiverSource VP — S&P 500 Index Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations
Investment income (loss) — net	$	4,587,790		$	3,508,090		$	3,315,995		$	3,772,992
Net realized gain (loss) on investments		33,827,919			(76,369,190	)		5,152,033			(13,036,343	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		123,586,105			149,501,530			20,022,146			55,854,226

Net increase (decrease) in net assets resulting from operations		162,001,814			76,640,430			28,490,174			46,590,875

Share transactions
Proceeds from sales
Class 1		594,950,254			N/A			N/A			N/A
Class 2		305,417			N/A			N/A			N/A
Class 3		3,579,690			26,207,378			7,339,778			22,317,549
Payments for redemptions
Class 1		(9,597,764	)		N/A			N/A			N/A
Class 2		(14,277	)		N/A			N/A			N/A
Class 3		(136,096,854	)		(107,852,643	)		(39,823,237	)		(41,840,675	)

Increase (decrease) in net assets from share transactions		453,126,466			(81,645,265	)		(32,483,459	)		(19,523,126	)

Total increase (decrease) in net assets		615,128,280			(5,004,835	)		(3,993,285	)		27,067,749
Net assets at beginning of year		242,389,912			247,394,747			220,256,979			193,189,230

Net assets at end of year	$	857,518,192		$	242,389,912		$	216,263,694		$	220,256,979

The accompanying Notes to Financial Statements are an integral part of this statement.

360 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	RiverSource VP — Short Duration
	U.S. Government Fund						Seligman VP — Growth Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations and distributions
Investment income (loss) — net	$	9,538,621		$	10,760,865		$	778,187		$	1,768,306
Net realized gain (loss) on investments		12,620,459			(8,284,893	)		38,467,467			(12,215,601	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		416,645			24,630,980			(3,667,235	)		84,976,680

Net increase (decrease) in net assets resulting from operations		22,575,725			27,106,952			35,578,419			74,529,385

Distributions to shareholders from:
Net investment income
Class 1		(6,442,258	)		N/A			—			N/A
Class 2		(50	)		N/A			—			N/A
Class 3		(4,442,866	)		(15,349,954	)		—			—

Total distributions		(10,885,174	)		(15,349,954	)		—			—

Share transactions
Proceeds from sales
Class 1		728,726,385			N/A			5,000			N/A
Class 2		2,756,242			N/A			304,874			N/A
Class 3		53,221,150			128,791,920			3,847,465			16,495,887
Reinvestment of distributions at net asset value
Class 1		6,442,258			N/A			—			N/A
Class 2		50			N/A			—			N/A
Class 3		4,442,866			15,349,954			—			—
Payments for redemptions
Class 1		(3,006,262	)		N/A			—			N/A
Class 2		(770,535	)		N/A			(9,064	)		N/A
Class 3		(169,177,099	)		(139,771,122	)		(46,639,873	)		(125,969,836	)

Increase (decrease) in net assets from share transactions		622,635,055			4,370,752			(42,491,598	)		(109,473,949	)

Total increase (decrease) in net assets		634,325,606			16,127,750			(6,913,179	)		(34,944,564	)
Net assets at beginning of year		519,207,946			503,080,196			240,403,628			275,348,192

Net assets at end of year	$	1,153,533,552		$	519,207,946		$	233,490,449		$	240,403,628

Undistributed net investment income	$	11,202,328		$	10,656,988		$	—		$	—

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 361

Statements of Changes in Net Assets (continued)


	Seligman VP — Larger-Cap Value Fund						Seligman VP — Smaller-Cap Value Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations
Investment income (loss) — net	$	195,027		$	163,546		$	(605,977	)	$	(384,845	)
Net realized gain (loss) on investments		344,758			(406,128	)		6,870,735			4,777,960
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		3,963,263			3,116,240			13,003,137			18,854,410

Net increase (decrease) in net assets resulting from operations		4,503,048			2,873,658			19,267,895			23,247,525

Share transactions
Proceeds from sales
Class 1		5,000			N/A			5,000			N/A
Class 2		184,504			N/A			179,616			N/A
Class 3		12,659,596			5,615,264			2,803,358			4,042,553
Payments for redemptions
Class 1		—			N/A			—			N/A
Class 2		(759	)		N/A			(2,198	)		N/A
Class 3		(2,266,960	)		(3,371,315	)		(12,784,834	)		(16,792,835	)

Increase (decrease) in net assets from share transactions		10,581,381			2,243,949			(9,799,058	)		(12,750,282	)

Total increase (decrease) in net assets		15,084,429			5,117,607			9,468,837			10,497,243
Net assets at beginning of year		14,841,031			9,723,424			78,894,754			68,397,511

Net assets at end of year	$	29,925,460		$	14,841,031		$	88,363,591		$	78,894,754

The accompanying Notes to Financial Statements are an integral part of this statement.

362 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Threadneedle VP — Emerging Markets Fund						Threadneedle VP — International Opportunity Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations and distributions
Investment income (loss) — net	$	6,724,018		$	4,173,240		$	4,002,067		$	8,052,768
Net realized gain (loss) on investments		173,037,676			117,839,768			23,367,495			(93,044,454	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		(7,437,132	)		327,167,850			37,437,226			208,604,072

Net increase (decrease) in net assets resulting from operations		172,324,562			449,180,858			64,806,788			123,612,386

Distributions to shareholders from:
Net investment income
Class 1		(3,621,551	)		N/A			(47	)		N/A
Class 2		(1,721	)		N/A			(151	)		N/A
Class 3		(10,021,915	)		(2,956,575	)		(7,376,259	)		(8,000,000	)

Total distributions		(13,645,187	)		(2,956,575	)		(7,376,457	)		(8,000,000	)

Share transactions
Proceeds from sales
Class 1		463,467,834			N/A			5,000			N/A
Class 2		1,950,806			N/A			512,447			N/A
Class 3		38,730,512			187,972,925	*		6,504,984			16,229,536
Reinvestment of distributions at net asset value
Class 1		3,621,551			N/A			47			N/A
Class 2		1,721			N/A			151			N/A
Class 3		10,021,915			2,956,575			7,376,259			8,000,000
Payments for redemptions
Class 1		(80,840,388	)		N/A			—			N/A
Class 2		(8,697	)		N/A			(1,299	)		N/A
Class 3		(457,655,738	)		(438,351,447	)		(105,242,881	)		(113,349,652	)

Increase (decrease) in net assets from share transactions		(20,710,484	)		(247,421,947	)		(90,845,292	)		(89,120,116	)

Proceeds from regulatory settlement (Note 13)		—			9,123			—			170,135

Total increase (decrease) in net assets		137,968,891			198,811,459			(33,414,961	)		26,662,405
Net assets at beginning of year		911,711,066			712,899,607			561,691,365			535,028,960

Net assets at end of year	$	1,049,679,957		$	911,711,066		$	528,276,404		$	561,691,365

Undistributed (excess of distributions over) net investment income	$	2,838,751		$	4,354,822		$	(1,149,367	)	$	1,453,438


*		Following the close of business on Feb. 13, 2009, Threadneedle VP — Emerging Markets Fund issued approximately 7,500,350 shares to the subaccounts owned by RiverSource Life and RiverSource Life of NY in exchange for securities valued at $41,979,743 and cash in the amount of $21,494,966.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 363

Statements of Changes in Net Assets (continued)


							VP — Goldman Sachs Mid Cap
	VP — Davis New York Venture Fund						Value Fund
Year ended Dec. 31,	2010			2009			2010			2009
Operations
Investment income (loss) — net	$	10,587,820		$	8,794,756		$	4,404,743		$	165,016
Net realized gain (loss) on investments		72,376,560			(136,727,585	)		22,614,571			(2,658,040	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		39,697,709			597,083,464			124,128,009			6,295,891

Net increase (decrease) in net assets resulting from operations		122,662,089			469,150,635			151,147,323			3,802,867

Share transactions
Proceeds from sales
Class 1		2,084,912,417			N/A			748,321,015			N/A
Class 2		444,647			N/A			488,872			N/A
Class 3		102,181,681			865,608,175			2,026,933			1,791,825
Payments for redemptions
Class 1		(897,202,543	)		N/A			(9,615,829	)		N/A
Class 2		(14,684	)		N/A			(6,149	)		N/A
Class 3		(2,007,083,917	)		(154,406,481	)		(2,783,690	)		(3,677,030	)

Increase (decrease) in net assets from share transactions		(716,762,399	)		711,201,694			738,431,152			(1,885,205	)

Total increase (decrease) in net assets		(594,100,310	)		1,180,352,329			889,578,475			1,917,662
Net assets at beginning of year		2,022,695,506			842,343,177			13,937,856			12,020,194

Net assets at end of year	$	1,428,595,196		$	2,022,695,506		$	903,516,331		$	13,937,856

The accompanying Notes to Financial Statements are an integral part of this statement.

364 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	VP — Partners Small Cap Value Fund
Year ended Dec. 31,	2010			2009
Operations
Investment income (loss) — net	$	4,549,839		$	4,535,126
Net realized gain (loss) on investments		133,068,608			(73,244,766	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		157,500,889			426,423,816

Net increase (decrease) in net assets resulting from operations		295,119,336			357,714,176

Share transactions
Proceeds from sales
Class 1		1,235,066,182			N/A
Class 2		449,961			N/A
Class 3		44,243,334			178,088,225
Payments for redemptions
Class 1		(235,850,356	)		N/A
Class 2		(4,457	)		N/A
Class 3		(1,207,649,019	)		(130,197,397	)

Increase (decrease) in net assets from share transactions		(163,744,355	)		47,890,828

Total increase (decrease) in net assets		131,374,981			405,605,004
Net assets at beginning of year		1,321,825,607			916,220,603

Net assets at end of year	$	1,453,200,588		$	1,321,825,607

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 365

Financial Highlights

The following tables are intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single share of a class held for the periods shown. For periods ended 2009 and after, per share net investment income (loss) amounts of the Funds, except RiverSource VP — Cash Management Fund, are calculated based on average shares outstanding during the period. Total returns assume reinvestment of all dividends and distributions. Total returns do not reflect payment of the expenses that apply to the variable accounts or contract charges, if any, and are not annualized for periods of less than one year.

RiverSource VP — Balanced Fund


														Year ended
Class 3 ^(a)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(b)			2006
Net asset value, beginning of period		$12.29		$9.89		$15.09			$15.61			$15.44			$15.18

Income from investment operations:
Net investment income (loss)		.27		.29		.46			.43			.13			.41
Net gains (losses) (both realized and unrealized)		1.27		2.11		(4.72	)		(.16	)		1.04			.72

Total from investment operations		1.54		2.40		(4.26	)		.27			1.17			1.13

Less distributions:
Dividends from net investment income		—		—		(.03	)		(.45	)		(.10	)		(.41	)
Distributions from realized gains		—		—		(.91	)		(.34	)		(.90	)		(.46	)

Total distributions		—		—		(.94	)		(.79	)		(1.00	)		(.87	)

Net asset value, end of period		$13.83		$12.29		$9.89			$15.09			$15.61			$15.44

Total return		12.53%		24.23%		(29.92%	)		1.74%			7.73%			7.76%

Ratios to average net assets ^(c)
Total expenses		.83%		.73%		.71%			.80%			.84%	^(d)		.77%

Net investment income (loss)		2.15%		2.75%		3.27%			2.65%			2.43%	^(d)		2.63%

Supplemental data
Net assets, end of period (in millions)		$960		$1,016		$921			$1,731			$2,071			$2,046

Portfolio turnover rate ^(e)		156%		208%		131%			118%			38%			130%


^(a)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(b)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(c)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(d)		Annualized.
^(e)		Includes mortgage dollar rolls. If mortgage dollar roll transactions were excluded, the portfolio turnover would have been 96%, 164% and 82% for the years ended Dec. 31, 2010, 2009 and 2008, respectively.

The accompanying Notes to Financial Statements are an integral part of this statement.

366 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Cash Management Fund


	Year ended ^(a)
Class 1	Dec. 31,
Per share data	2010
Net asset value, beginning of period		$1.00

Income from investment operations:
Net investment income (loss)		.00	^(b)
Net gains (losses) (both realized and unrealized)		.00	^(b)
Increase from payments by affiliate		.00	^(b)

Total from investment operations		.00	^(b)

Less distributions:
Dividends from net investment income		(.00	) ^(b)

Net asset value, end of period		$1.00

Total return		.01%	^(c)

Ratios to average net assets
Gross expenses prior to expense waiver/reimbursement		.51%	^(d)

Net expenses after expense waiver/reimbursement ^(e)		.23%	^(d)

Net investment income (loss)		.01%	^(d)

Supplemental data
Net assets, end of period (in millions)		$213


	Year ended ^(a)
Class 2	Dec. 31,
Per share data	2010
Net asset value, beginning of period		$1.00

Income from investment operations:
Net investment income (loss)		.00	^(b)
Net gains (losses) (both realized and unrealized)		.00	^(b)
Increase from payments by affiliate		.00	^(b)

Total from investment operations		.00	^(b)

Less distributions:
Dividends from net investment income		(.00	) ^(b)

Net asset value, end of period		$1.00

Total return		.02%

Ratios to average net assets
Gross expenses prior to expense waiver/reimbursement		.76%	^(d)

Net expenses after expense waiver/reimbursement ^(e)		.23%	^(d)

Net investment income (loss)		.00%	^(d),(f)

Supplemental data
Net assets, end of period (in millions)		$4

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 367

Financial Highlights (continued)

RiverSource VP — Cash Management Fund (continued)


																Year ended
Class 3 ^(g)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(h)			2006
Net asset value, beginning of period		$1.00			$1.00			$1.00			$1.00			$1.00			$1.00

Income from investment operations:
Net investment income (loss)		.00	^(b)		.00	^(b)		.02			.05			.02			.04
Net gains (losses) (both realized and unrealized)		.00	^(b)		.00	^(b)		.00	^(b)		—			—			—
Increase from payments by affiliate		.00	^(b)		.00	^(b)		.00	^(b)		—			—			—

Total from investment operations		.00	^(b)		.00	^(b)		.02			.05			.02			.04

Less distributions:
Dividends from net investment income		(.00	) ^(b)		(.00	) ^(b)		(.02	)		(.05	)		(.02	)		(.04	)

Proceeds from regulatory settlement		—			(.00	) ^(b)		—			—			—			—

Net asset value, end of period		$1.00			$1.00			$1.00			$1.00			$1.00			$1.00

Total return		.01%	^(c)		.16%	⁽ⁱ⁾		2.31%	^(j)		4.75%			1.54%			4.01%

Ratios to average net assets
Gross expenses prior to expense waiver/reimbursement		.62%			.64%			.62%			.60%			.60%	^(d)		.67%

Net expenses after expense waiver/reimbursement ^(e)		.22%			.47%			.62%			.60%			.60%	^(d)		.67%

Net investment income (loss)		.01%			.07%			2.27%			4.72%			4.66%	^(d)		4.01%

Supplemental data
Net assets, end of period (in millions)		$622			$959			$1,673			$1,338			$1,055			$999

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Rounds to less than $0.01 per share.
^(c)		During the year ended Dec. 31, 2010, the Fund received payments by an affiliate. Had the Fund not received these payments, the total return would have been lower by 0.04% for Class 1 and 0.28% for Class 3.
^(d)		Annualized.
^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses, excluding expenses related to the Fund’s participation in the U.S. Department of Treasury’s Temporary Guarantee Program for Money Market Funds for the years ended Dec. 31, 2009 and 2008, respectively.
^(f)		Rounds to less than 0.01%.
^(g)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(h)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
⁽ⁱ⁾		During the year ended Dec. 31, 2009, the Fund received payments by an affiliate. Had the Fund not received these payments, the total return would have been lower by 0.09% for Class 3.
^(j)		During the year ended Dec. 31, 2008, the Fund received a reimbursement from an affiliate. Had the Fund not received this reimbursement, the total return would have been lower by 0.57% for Class 3.

The accompanying Notes to Financial Statements are an integral part of this statement.

368 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Bond Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.14

Income from investment operations:
Net investment income (loss)		.28
Net gains (losses) (both realized and unrealized)		.23

Total from investment operations		.51

Less distributions:
Dividends from net investment income		(.65	)

Net asset value, end of period		$11.00

Total return		4.73%

Ratios to average net assets ^(b)
Total expenses		.61%	^(c)

Net investment income (loss)		3.94%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2,224

Portfolio turnover rate ^(d)		382%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.14

Income from investment operations:
Net investment income (loss)		.25
Net gains (losses) (both realized and unrealized)		.24

Total from investment operations		.49

Less distributions:
Dividends from net investment income		(.64	)

Net asset value, end of period		$10.99

Total return		4.60%

Ratios to average net assets ^(b)
Total expenses		.85%	^(c)

Net investment income (loss)		3.44%	^(c)

Supplemental data
Net assets, end of period (in millions)		$3

Portfolio turnover rate ^(d)		382%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 369

Financial Highlights (continued)

RiverSource VP — Diversified Bond Fund (continued)


																Year ended
Class 3 ^(e)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$10.76			$9.80			$10.50			$10.47			$10.39			$10.66

Income from investment operations:
Net investment income (loss)		.40			.43			.50			.50			.16			.43
Net gains (losses) (both realized and unrealized)		.48			.95			(1.15	)		.03			.08			(.27	)

Total from investment operations		.88			1.38			(.65	)		.53			.24			.16

Less distributions:
Dividends from net investment income		(.64	)		(.42	)		(.05	)		(.49	)		(.16	)		(.43	)
Tax return of capital		—			—			—			(.01	)		—			—

Total distributions		(.64	)		(.42	)		(.05	)		(.50	)		(.16	)		(.43	)

Net asset value, end of period		$11.00			$10.76			$9.80			$10.50			$10.47			$10.39

Total return		8.33%			14.42%			(6.32%	)		5.20%			2.32%			1.58%

Ratios to average net assets ^(b)
Total expenses		.71%			.71%			.72%			.74%			.74%	^(c)		.80%

Net investment income (loss)		3.62%			4.12%			4.77%			4.79%			4.57%	^(c)		4.15%

Supplemental data
Net assets, end of period (in millions)		$1,712			$5,577			$4,480			$4,353			$2,745			$2,325

Portfolio turnover rate ^(d)		382%			434%			231%			289%			109%			292%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Includes mortgage dollar rolls. If mortgage dollar roll transactions were excluded, the portfolio turnover would have been 256%, 308% and 120% for the years ended Dec. 31, 2010, 2009 and 2008, respectively.
^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

370 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Diversified Equity Income Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$12.05

Income from investment operations:
Net investment income (loss)		.13
Net gains (losses) (both realized and unrealized)		1.01

Total from investment operations		1.14

Net asset value, end of period		$13.19

Total return		9.46%

Ratios to average net assets ^(b)
Total expenses		.78%	^(c)

Net investment income (loss)		1.68%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,555

Portfolio turnover rate		26%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$12.05

Income from investment operations:
Net investment income (loss)		.11
Net gains (losses) (both realized and unrealized)		.99

Total from investment operations		1.10

Net asset value, end of period		$13.15

Total return		9.13%

Ratios to average net assets ^(b)
Total expenses		1.03%	^(c)

Net investment income (loss)		1.37%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		26%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 371

Financial Highlights (continued)

RiverSource VP — Diversified Equity Income Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$11.27		$8.84		$16.24			$15.48			$15.09			$13.83

Income from investment operations:
Net investment income (loss)		.17		.20		.23			.24			.07			.23
Net gains (losses) (both realized and unrealized)		1.73		2.23		(6.35	)		.98			1.33			1.80

Total from investment operations		1.90		2.43		(6.12	)		1.22			1.40			2.03

Less distributions:
Dividends from net investment income		—		—		(.01	)		(.25	)		(.05	)		(.22	)
Distributions from realized gains		—		—		(1.27	)		(.21	)		(.96	)		(.55	)

Total distributions		—		—		(1.28	)		(.46	)		(1.01	)		(.77	)

Net asset value, end of period		$13.17		$11.27		$8.84			$16.24			$15.48			$15.09

Total return		16.83%		27.46%		(40.47%	)		8.02%			9.37%			15.19%

Ratios to average net assets ^(b)
Total expenses		.90%		.76%		.86%			.86%			.91%	^(c)		.91%

Net investment income (loss)		1.42%		2.14%		2.03%			1.47%			1.39%	^(c)		1.61%

Supplemental data
Net assets, end of period (in millions)		$1,573		$3,857		$2,765			$4,079			$3,446			$2,877

Portfolio turnover rate		26%		49%		41%			29%			5%			27%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

372 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Dynamic Equity Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$18.00

Income from investment operations:
Net investment income (loss)		.20
Net gains (losses) (both realized and unrealized)		1.14

Total from investment operations		1.34

Net asset value, end of period		$19.34

Total return		7.45%

Ratios to average net assets ^(b)
Total expenses		.84%	^(c)

Net investment income (loss)		1.77%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		87%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$18.00

Income from investment operations:
Net investment income (loss)		.17
Net gains (losses) (both realized and unrealized)		1.15

Total from investment operations		1.32

Net asset value, end of period		$19.32

Total return		7.33%

Ratios to average net assets ^(b)
Total expenses		1.11%	^(c)

Net investment income (loss)		1.46%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		87%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 373

Financial Highlights (continued)

RiverSource VP — Dynamic Equity Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$16.46		$13.26		$25.27			$25.04			$22.91			$21.48

Income from investment operations:
Net investment income (loss)		.23		.26		.38			.35			.09			.29
Net gains (losses) (both realized and unrealized)		2.63		2.94		(10.22	)		.39			2.10			1.43

Total from investment operations		2.86		3.20		(9.84	)		.74			2.19			1.72

Less distributions:
Dividends from net investment income		—		—		(.04	)		(.34	)		(.06	)		(.29	)
Distributions from realized gains		—		—		(2.13	)		(.17	)		—			—

Total distributions		—		—		(2.17	)		(.51	)		(.06	)		(.29	)

Net asset value, end of period		$19.32		$16.46		$13.26			$25.27			$25.04			$22.91

Total return		17.37%		24.13%		(42.16%	)		2.93%			9.59%			8.02%

Ratios to average net assets ^(b)
Total expenses		.94%		.71%		.72%			.86%			.83%	^(c)		.82%

Net investment income (loss)		1.36%		1.87%		1.77%			1.29%			1.16%	^(c)		1.30%

Supplemental data
Net assets, end of period (in millions)		$1,373		$1,393		$1,349			$3,023			$3,737			$3,733

Portfolio turnover rate		87%		70%		109%			66%			21%			85%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

374 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Global Bond Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.41

Income from investment operations:
Net investment income (loss)		.25
Net gains (losses) (both realized and unrealized)		.50

Total from investment operations		.75

Less distributions:
Dividends from net investment income		(.46	)

Net asset value, end of period		$11.70

Total return		6.72%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.85%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.85%	^(c)

Net investment income (loss)		3.35%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,087

Portfolio turnover rate		66%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.41

Income from investment operations:
Net investment income (loss)		.22
Net gains (losses) (both realized and unrealized)		.51

Total from investment operations		.73

Less distributions:
Dividends from net investment income		(.45	)

Net asset value, end of period		$11.69

Total return		6.54%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.11%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		1.10%	^(c)

Net investment income (loss)		2.90%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2

Portfolio turnover rate		66%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 375

Financial Highlights (continued)

RiverSource VP — Global Bond Fund (continued)


																Year ended
Class 3 ^(e)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$11.50			$10.50			$11.32			$10.90			$10.79			$11.02

Income from investment operations:
Net investment income (loss)		.45			.31			.42			.38			.12			.30
Net gains (losses) (both realized and unrealized)		.29			.88			(.46	)		.44			.11			(.17	)

Total from investment operations		.74			1.19			(.04	)		.82			.23			.13

Less distributions:
Dividends from net investment income		(.54	)		(.19	)		(.77	)		(.40	)		(.12	)		(.31	)
Distributions from realized gains		—			—			(.01	)		—			—			(.05	)

Total distributions		(.54	)		(.19	)		(.78	)		(.40	)		(.12	)		(.36	)

Net asset value, end of period		$11.70			$11.50			$10.50			$11.32			$10.90			$10.79

Total return		6.58%			11.38%			(.44%	)		7.65%			2.15%			1.27%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.95%			.97%			.97%			1.00%			1.00%	^(c)		1.06%

Net expenses after expense waiver/reimbursement ^(d)		.95%			.96%			.97%			1.00%			1.00%	^(c)		1.06%

Net investment income (loss)		3.87%			2.78%			3.56%			3.45%			3.22%	^(c)		2.85%

Supplemental data
Net assets, end of period (in millions)		$520			$1,676			$1,439			$1,328			$782			$692

Portfolio turnover rate		66%			77%			62%			69%			20%			65%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expenses ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).
^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

376 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Global Inflation Protected Securities Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.61

Income from investment operations:
Net investment income (loss)		.21
Net gains (losses) (both realized and unrealized)		(.02	)

Total from investment operations		.19

Less distributions:
Dividends from net investment income		(.24	)
Distributions from realized gains		(.02	)

Total distributions		(.26	)

Net asset value, end of period		$9.54

Total return		2.06%

Ratios to average net assets ^(b)
Total expenses		.58%	^(c)

Net investment income (loss)		3.34%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2,209

Portfolio turnover rate		66%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.61

Income from investment operations:
Net investment income (loss)		.39
Net gains (losses) (both realized and unrealized)		(.22	)

Total from investment operations		.17

Less distributions:
Dividends from net investment income		(.24	)
Distributions from realized gains		(.02	)

Total distributions		(.26	)

Net asset value, end of period		$9.52

Total return		1.80%

Ratios to average net assets ^(b)
Total expenses		.81%	^(c)

Net investment income (loss)		6.34%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		66%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 377

Financial Highlights (continued)

RiverSource VP — Global Inflation Protected Securities Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$9.40			$10.06			$10.28			$9.76			$10.04			$10.19

Income from investment operations:
Net investment income (loss)		.19			.13			.43			.52			.06			.47
Net gains (losses) (both realized and unrealized)		.20			.50			(.40	)		.24			(.10	)		(.26	)

Total from investment operations		.39			.63			.03			.76			(.04	)		.21

Less distributions:
Dividends from net investment income		(.23	)		(1.29	)		(.25	)		(.24	)		(.24	)		(.34	)
Distributions from realized gains		(.02	)		(.00	) ^(f)		—			—			—			(.02	)

Total distributions		(.25	)		(1.29	)		(.25	)		(.24	)		(.24	)		(.36	)

Net asset value, end of period		$9.54			$9.40			$10.06			$10.28			$9.76			$10.04

Total return		4.13%			6.84%			.14%			7.93%			(.49%	)		2.18%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.70%	^(c)		.71%			.73%			.74%			.72%	^(c)		.77%

Net expenses after expense waiver/reimbursement ^(g)		.70%	^(c)		.71%			.72%			.72%			.72%	^(c)		.72%

Net investment income (loss)		1.96%	^(c)		1.41%			3.95%			4.50%			1.09%	^(c)		4.23%

Supplemental data
Net assets, end of period (in millions)		$331			$2,348			$983			$820			$582			$403

Portfolio turnover rate		66%			135%			54%			80%			—%			75%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was as unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(f)		Rounds to less than $0.01 per share.
^(g)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

378 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — High Yield Bond Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$7.09

Income from investment operations:
Net investment income (loss)		.34
Net gains (losses) (both realized and unrealized)		.16

Total from investment operations		.50

Less distributions:
Dividends from net investment income		(.65	)

Net asset value, end of period		$6.94

Total return		7.98%

Ratios to average net assets ^(b)
Total expenses		.75%	^(c)

Net investment income (loss)		7.70%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		88%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$7.09

Income from investment operations:
Net investment income (loss)		.30
Net gains (losses) (both realized and unrealized)		.18

Total from investment operations		.48

Less distributions:
Dividends from net investment income		(.64	)

Net asset value, end of period		$6.93

Total return		7.79%

Ratios to average net assets ^(b)
Total expenses		1.05%	^(c)

Net investment income (loss)		6.83%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2

Portfolio turnover rate		88%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 379

Financial Highlights (continued)

RiverSource VP — High Yield Bond Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$6.71			$4.84			$6.48			$6.85			$6.68			$6.76

Income from investment operations:
Net investment income (loss)		.52			.55			.66			.50			.16			.47
Net gains (losses) (both realized and unrealized)		.34			1.94			(2.28	)		(.37	)		.19			(.09	)

Total from investment operations		.86			2.49			(1.62	)		.13			.35			.38

Less distributions:
Dividends from net investment income		(.64	)		(.62	)		(.02	)		(.50	)		(.18	)		(.46	)

Net asset value, end of period		$6.93			$6.71			$4.84			$6.48			$6.85			$6.68

Total return		13.96%			53.86%			(25.19%	)		1.86%			5.43%			5.76%

Ratios to average net assets ^(b)
Total expenses		.88%			.86%			.89%			.87%			.88%	^(c)		.87%

Net investment income (loss)		7.65%			9.43%			8.84%			7.38%			7.35%	^(c)		7.02%

Supplemental data
Net assets, end of period (in millions)		$678			$727			$522			$1,032			$1,216			$1,192

Portfolio turnover rate		88%			102%			58%			84%			29%			106%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

380 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Income Opportunities Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.25

Income from investment operations:
Net investment income (loss)		.51
Net gains (losses) (both realized and unrealized)		.23

Total from investment operations		.74

Less distributions:
Dividends from net investment income		(1.30	)

Net asset value, end of period		$10.69

Total return		7.68%

Ratios to average net assets ^(b)
Total expenses		.78%	^(c)

Net investment income (loss)		7.47%	^(c)

Supplemental data
Net assets, end of period (in millions)		$842

Portfolio turnover rate		77%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$11.25

Income from investment operations:
Net investment income (loss)		.47
Net gains (losses) (both realized and unrealized)		.24

Total from investment operations		.71

Less distributions:
Dividends from net investment income		(1.29	)

Net asset value, end of period		$10.67

Total return		7.44%

Ratios to average net assets ^(b)
Total expenses		1.01%	^(c)

Net investment income (loss)		6.87%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		77%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 381

Financial Highlights (continued)

RiverSource VP — Income Opportunities Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$10.71			$7.99			$9.86			$10.32			$10.08			$10.39

Income from investment operations:
Net investment income (loss)		.81			.84			.69			.70			.22			.64
Net gains (losses) (both realized and unrealized)		.47			2.46			(2.54	)		(.44	)		.24			(.26	)

Total from investment operations		1.28			3.30			(1.85	)		.26			.46			.38

Less distributions:
Dividends from net investment income		(1.28	)		(.58	)		(.02	)		(.68	)		(.22	)		(.64	)
Distributions from realized gains		—			—			—			(.02	)		—			(.05	)
Tax return of capital		—			—			—			(.02	)		—			—

Total distributions		(1.28	)		(.58	)		(.02	)		(.72	)		(.22	)		(.69	)

Net asset value, end of period		$10.71			$10.71			$7.99			$9.86			$10.32			$10.08

Total return		13.04%			42.41%			(18.82%	)		2.65%			4.66%			3.76%

Ratios to average net assets ^(b)
Total expenses		.86%			.88%			.92%			.91%			.90%	^(c)		.96%

Net investment income (loss)		7.38%			8.63%			8.04%			6.89%			6.72%	^(c)		6.39%

Supplemental data
Net assets, end of period (in millions)		$252			$2,004			$755			$736			$409			$259

Portfolio turnover rate		77%			70%			76%			98%			29%			87%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expenses ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

382 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Mid Cap Growth Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$13.30

Income from investment operations:
Net investment income (loss)		(.01	)
Net gains (losses) (both realized and unrealized)		1.26

Total from investment operations		1.25

Net asset value, end of period		$14.55

Total return		9.40%

Ratios to average net assets ^(b)
Total expenses		.81%	^(c)

Net investment income (loss)		(.09%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		100%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$13.30

Income from investment operations:
Net investment income (loss)		(.03	)
Net gains (losses) (both realized and unrealized)		1.26

Total from investment operations		1.23

Net asset value, end of period		$14.53

Total return		9.25%

Ratios to average net assets ^(b)
Total expenses		1.09%	^(c)

Net investment income (loss)		(.31%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		100%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 383

Financial Highlights (continued)

RiverSource VP — Mid Cap Growth Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$11.51			$7.04			$12.85			$11.42			$10.96			$12.43

Income from investment operations:
Net investment income (loss)		(.02	)		(.01	)		.00	^(f)		(.02	)		.03			(.01	)
Net gains (losses) (both realized and unrealized)		3.04			4.48			(5.74	)		1.58			.91			(.44	)

Total from investment operations		3.02			4.47			(5.74	)		1.56			.94			(.45	)

Less distributions:
Dividends from net investment income		—			—			(.00	) ^(f)		(.01	)		(.03	)		—
Distributions from realized gains		—			—			(.07	)		(.12	)		(.45	)		(1.02	)

Total distributions		—			—			(.07	)		(.13	)		(.48	)		(1.02	)

Net asset value, end of period		$14.53			$11.51			$7.04			$12.85			$11.42			$10.96

Total return		26.28%			63.39%			(44.84%	)		13.74%			8.54%			(4.43%	)

Ratios to average net assets ^(b)
Total expenses		.99%			1.07%			.88%			.86%			.88%	^(c)		.92%

Net investment income (loss)		(.19%	)		(.15%	)		(.01%	)		(.12%	)		.70%	^(c)		(.14%	)

Supplemental data
Net assets, end of period (in millions)		$408			$380			$256			$593			$690			$709

Portfolio turnover rate		100%			126%			70%			93%			24%			43%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(f)		Rounds to less than $0.01 per share.

The accompanying Notes to Financial Statements are an integral part of this statement.

384 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Mid Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.92

Income from investment operations:
Net investment income (loss)		.06
Net gains (losses) (both realized and unrealized)		.98

Total from investment operations		1.04

Net asset value, end of period		$10.96

Total return		10.48%

Ratios to average net assets ^(b)
Total expenses		.85%	^(c)

Net investment income (loss)		.94%	^(c)

Supplemental data
Net assets, end of period (in millions)		$720

Portfolio turnover rate		80%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.92

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		.96

Total from investment operations		1.03

Net asset value, end of period		$10.95

Total return		10.38%

Ratios to average net assets ^(b)
Total expenses		1.12%	^(c)

Net investment income (loss)		1.02%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		80%

See accompanying Notes to Financial Highlights.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 385

Financial Highlights (continued)

RiverSource VP — Mid Cap Value Fund (continued)


															Year ended
Class 3 ^(d)	Year ended Dec. 31,														Aug. 31,
Per share data	2010			2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$8.94			$6.34		$14.60			$13.49			$12.65			$11.42

Income from investment operations:
Net investment income (loss)		.06			.10		.08			.10			.05			.09
Net gains (losses) (both realized and unrealized)		1.95			2.50		(5.52	)		1.29			.98			1.27

Total from investment operations		2.01			2.60		(5.44	)		1.39			1.03			1.36

Less distributions:
Dividends from net investment income		—			—		—			(.11	)		(.05	)		(.09	)
Distributions from realized gain		—			—		(2.82	)		(.17	)		(.14	)		(.04	)

Total distributions		—			—		(2.82	)		(.28	)		(.19	)		(.13	)

Net asset value, end of period		$10.95			$8.94		$6.34			$14.60			$13.49			$12.65

Total return		22.51%			40.93%		(45.10%	)		10.35%			8.07%			11.93%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.00%	^(c)		.85%		1.04%			1.03%			1.07%	^(c)		1.44%

Net expenses after expense waiver/reimbursement ^(f)		1.00%	^(c)		.85%		1.04%			1.03%			1.07%	^(c)		1.11%

Net investment income (loss)		.65%	^(c)		1.48%		1.01%			.72%			1.23%	^(c)		1.02%

Supplemental data
Net assets, end of period (in millions)		$137			$242		$247			$355			$370			$228

Portfolio turnover rate		80%			39%		47%			77%			4%			60%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.

The accompanying Notes to Financial Statements are an integral part of this statement.

386 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — S&P 500 Index Fund


														Year ended
Class 3 ^(a)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(b)			2006
Net asset value, beginning of period		$7.51		$5.96		$9.83			$9.59			$8.85			$8.30

Income from investment operations:
Net investment income (loss)		.12		.12		.16			.15			.04			.13
Net gains (losses) (both realized and unrealized)		.98		1.43		(3.69	)		.33			.77			.57

Total from investment operations		1.10		1.55		(3.53	)		.48			.81			.70

Less distributions:
Dividends from net investment income		—		—		(.01	)		(.17	)		(.03	)		(.13	)
Distributions from realized gains		—		—		(.33	)		(.07	)		(.04	)		(.02	)

Total distributions		—		—		(.34	)		(.24	)		(.07	)		(.15	)

Net asset value, end of period		$8.61		$7.51		$5.96			$9.83			$9.59			$8.85

Total return		14.71%		26.00%		(37.10%	)		5.01%			9.27%			8.38%	^(c)

Ratios to average net assets ^(d)
Gross expenses prior to expense waiver/reimbursement		.54%		.50%		.54%			.52%			.51%	^(e)		.53%

Net expenses after expense waiver/reimbursement ^(f)		.53%		.50%		.51%			.50%	^(g)		.50%	^(e)		.50%

Net investment income (loss)		1.58%		1.93%		1.79%			1.48%			1.44%	^(e)		1.46%

Supplemental data
Net assets, end of period (in millions)		$216		$220		$193			$380			$392			$367

Portfolio turnover rate		22%		31%		4%			4%			2%			6%


^(a)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(b)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(c)		The Fund received a one time transaction fee reimbursement by Ameriprise Trust Company. Had the Fund not received this reimbursement, the total return would have been lower by 0.06%.
^(d)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expenses ratios.
^(e)		Annualized.
^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).
^(g)		Prior to rounding, the ratio of net expenses to average net assets after expense waiver/reimbursement was 0.495% for the year ended Dec. 31, 2007.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 387

Financial Highlights (continued)

RiverSource VP — Short Duration U.S. Government Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.30

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		.12

Total from investment operations		.19

Less distributions:
Dividends from net investment income		(.11	)

Net asset value, end of period		$10.38

Total return		1.83%

Ratios to average net assets ^(b)
Total expenses		.63%	^(c)

Net investment income (loss)		1.09%	^(c)

Supplemental data
Net assets, end of period (in millions)		$734

Portfolio turnover rate ^(d)		323%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.30

Income from investment operations:
Net investment income (loss)		.05
Net gains (losses) (both realized and unrealized)		.11

Total from investment operations		.16

Less distributions:
Dividends from net investment income		(.10	)

Net asset value, end of period		$10.36

Total return		1.59%

Ratios to average net assets ^(b)
Total expenses		.89%	^(c)

Net investment income (loss)		.75%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2

Portfolio turnover rate ^(d)		323%

See accompanying Notes to Financial Highlights.

388 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Short Duration U.S. Government Fund (continued)


																Year ended
Class 3 ^(e)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$10.17			$9.95			$10.23			$10.13			$10.11			$10.21

Income from investment operations:
Net investment income (loss)		.12			.21			.32			.42			.13			.36
Net gains (losses) (both realized and unrealized)		.18			.33			(.58	)		.10			.02			(.10	)

Total from investment operations		.30			.54			(.26	)		.52			.15			.26

Less distributions:
Dividends from net investment income		(.10	)		(.32	)		(.02	)		(.42	)		(.13	)		(.36	)

Net asset value, end of period		$10.37			$10.17			$9.95			$10.23			$10.13			$10.11

Total return		3.00%			5.53%			(2.64%	)		5.33%			1.55%			2.61%

Ratios to average net assets ^(b)
Total expenses		.76%			.76%			.79%			.79%			.77%	^(c)		.82%

Net investment income (loss)		1.15%			2.12%			3.19%			4.17%			3.97%	^(c)		3.55%

Supplemental data
Net assets, end of period (in millions)		$418			$519			$503			$483			$457			$463

Portfolio turnover rate ^(d)		323%			428%			314%			213%			58%			236%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expenses ratios.
^(c)		Annualized.
^(d)		Includes mortgage dollar rolls. If mortgage dollar rolls transactions were excluded, the portfolio turnover would have been 203%, 350% and 190% for the years ended Dec. 31, 2010, 2009 and 2008, respectively.
^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 389

Financial Highlights (continued)

Seligman VP — Growth Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$6.34

Income from investment operations:
Net investment income (loss)		.02
Net gains (losses) (both realized and unrealized)		.46

Total from investment operations		.48

Net asset value, end of period		$6.82

Total return		7.57%

Ratios to average net assets ^(b)
Total expenses		.83%	^(c)

Net investment income (loss)		.60%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		152%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$6.34

Income from investment operations:
Net investment income (loss)		.02
Net gains (losses) (both realized and unrealized)		.45

Total from investment operations		.47

Net asset value, end of period		$6.81

Total return		7.41%

Ratios to average net assets ^(b)
Total expenses		1.09%	^(c)

Net investment income (loss)		.50%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		152%

See accompanying Notes to Financial Highlights.

390 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Seligman VP — Growth Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$5.82		$4.25		$7.65			$7.50			$6.93			$6.61

Income from investment operations:
Net investment income (loss)		.02		.03		.10			.08			.01			.06
Net gains (losses) (both realized and unrealized)		.98		1.54		(3.48	)		.15			.57			.33

Total from investment operations		1.00		1.57		(3.38	)		.23			.58			.39

Less distributions:
Dividends from net investment income		—		—		(.02	)		(.08	)		(.01	)		(.07	)

Net asset value, end of period		$6.82		$5.82		$4.25			$7.65			$7.50			$6.93

Total return		17.16%		37.00%		(44.35%	)		3.07%			8.27%			5.79%

Ratios to average net assets ^(b)
Total expenses		.93%		.80%		.75%			.89%			1.01%	^(c)		.91%

Net investment income (loss)		.34%		.71%		1.36%			1.01%			.59%	^(c)		1.04%

Supplemental data
Net assets, end of period (in millions)		$233		$240		$275			$627			$640			$612

Portfolio turnover rate		152%		152%		150%			116%			30%			156%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 391

Financial Highlights (continued)

Seligman VP — Larger-Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.55

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		.42

Total from investment operations		.49

Net asset value, end of period		$10.04

Total return		5.13%

Ratios to average net assets ^(b)
Total expenses		.94%	^(c)

Net investment income (loss)		1.17%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		4%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.55

Income from investment operations:
Net investment income (loss)		.05
Net gains (losses) (both realized and unrealized)		.43

Total from investment operations		.48

Net asset value, end of period		$10.03

Total return		5.03%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.26%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		1.22%	^(c)

Net investment income (loss)		.77%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		4%

See accompanying Notes to Financial Highlights.

392 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Seligman VP — Larger-Cap Value Fund (continued)


															Year ended
Class 3 ^(e)	Year ended Dec. 31,														Aug. 31,
Per share data	2010			2009		2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$8.31			$6.59		$11.12			$12.23			$11.71			$10.99

Income from investment operations:
Net investment income (loss)		.08			.10		.21			.17			.05			.17
Net gains (losses) (both realized and unrealized)		1.63			1.62		(4.52	)		(.22	)		1.13			.98

Total from investment operations		1.71			1.72		(4.31	)		(.05	)		1.18			1.15

Less distributions:
Dividends from net investment income		—			—		(.01	)		(.17	)		(.05	)		(.17	)
Distributions from realized gains		—			—		(.21	)		(.89	)		(.61	)		(.26	)

Total distributions		—			—		(.22	)		(1.06	)		(.66	)		(.43	)

Net asset value, end of period		$10.02			$8.31		$6.59			$11.12			$12.23			$11.71

Total return		20.52%			26.12%		(39.46%	)		(.46%	)		10.15%			10.75%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.11%	^(c)		1.24%		1.28%			1.08%			1.23%	^(c)		1.20%

Net expenses after expense waiver/reimbursement ^(d)		1.08%	^(c)		1.05%		.93%			1.04%			1.05%	^(c)		1.02%

Net investment income (loss)		.89%	^(c)		1.40%		2.08%			1.35%			1.33%	^(c)		1.55%

Supplemental data
Net assets, end of period (in millions)		$30			$15		$10			$22			$25			$21

Portfolio turnover rate		4%			16%		75%			39%			13%			49%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.
^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 393

Financial Highlights (continued)

Seligman VP — Smaller-Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.40

Income from investment operations:
Net investment income (loss)		(.04	)
Net gains (losses) (both realized and unrealized)		1.16

Total from investment operations		1.12

Net asset value, end of period		$11.52

Total return		10.77%

Ratios to average net assets ^(b)
Total expenses		1.09%	^(c)

Net investment income (loss)		(.58%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		5%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.40

Income from investment operations:
Net investment income (loss)		(.05	)
Net gains (losses) (both realized and unrealized)		1.15

Total from investment operations		1.10

Net asset value, end of period		$11.50

Total return		10.58%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.36%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		1.33%	^(c)

Net investment income (loss)		(.66%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		5%

See accompanying Notes to Financial Highlights.

394 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Seligman VP — Smaller-Cap Value Fund (continued)


																Year ended
Class 3 ^(e)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$9.08			$6.49			$11.80			$13.03			$13.80			$15.11

Income from investment operations:
Net investment income (loss)		(.07	)		(.04	)		.02			.01			.01			—
Net gains (losses) (both realized and unrealized)		2.50			2.63			(4.23	)		(.52	)		1.11			.61

Total from investment operations		2.43			2.59			(4.21	)		(.51	)		1.12			.61

Less distributions:
Dividends from net investment income		—			—			—			(.02	)		(.01	)		—
Distributions from realized gains		—			—			(1.10	)		(.70	)		(1.88	)		(1.92	)

Total distributions		—			—			(1.10	)		(.72	)		(1.89	)		(1.92	)

Net asset value, end of period		$11.51			$9.08			$6.49			$11.80			$13.03			$13.80

Total return		26.79%			39.81%			(38.59%	)		(4.19%	)		8.14%			4.40%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.21%			1.09%			1.06%			1.01%			1.08%	^(c)		1.06%

Net expenses after expense waiver/reimbursement ^(d)		1.20%			1.09%			.96%			1.01%			1.08%	^(c)		1.06%

Net investment income (loss)		(.76%	)		(.56%	)		.19%			.06%			.22%	^(c)		(.02%	)

Supplemental data
Net assets, end of period (in millions)		$88			$79			$68			$161			$220			$218

Portfolio turnover rate		5%			6%			269%			150%			74%			132%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.
^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 395

Financial Highlights (continued)

Threadneedle VP — Emerging Markets Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$15.68

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		2.33

Total from investment operations		2.40

Less distributions:
Dividends from net investment income		(.13	)

Net asset value, end of period		$17.95

Total return		15.48%

Ratios to average net assets ^(b)
Total expenses		1.37%	^(c)

Net investment income (loss)		.71%	^(c)

Supplemental data
Net assets, end of period (in millions)		$490

Portfolio turnover rate		86%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$15.68

Income from investment operations:
Net investment income (loss)		(.04	)
Net gains (losses) (both realized and unrealized)		2.41

Total from investment operations		2.37

Less distributions:
Dividends from net investment income		(.13	)

Net asset value, end of period		$17.92

Total return		15.24%

Ratios to average net assets ^(b)
Total expenses		1.56%	^(c)

Net investment income (loss)		(.33%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$2

Portfolio turnover rate		86%

See accompanying Notes to Financial Highlights.

396 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Threadneedle VP — Emerging Markets Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$15.20			$8.76			$22.49			$17.35			$16.32			$13.14

Income from investment operations:
Net investment income (loss)		.11			.06			.16			.14			(.02	)		.09
Net gains (losses) (both realized and unrealized)		2.85			6.42			(10.66	)		6.11			3.21			3.85

Total from investment operations		2.96			6.48			(10.50	)		6.25			3.19			3.94

Less distributions:
Dividends from net investment income		(.22	)		(.04	)		(.12	)		(.11	)		—			(.06	)
Distributions from realized gains		—			—			(3.11	)		(1.00	)		(2.16	)		(.70	)

Total distributions		(.22	)		(.04	)		(3.23	)		(1.11	)		(2.16	)		(.76	)

Proceeds from regulatory settlement		—			.00	^(f)		—			—			—			—

Net asset value, end of period		$17.94			$15.20			$8.76			$22.49			$17.35			$16.32

Total return		19.76%			74.08%			(53.71%	)		38.11%			20.17%			30.97%

Ratios to average net assets ^(b)
Total expenses		1.45%			1.42%			1.61%			1.50%			1.51%	^(c)		1.54%

Net investment income (loss)		.73%			.52%			1.06%			.73%			(.36%	) ^(c)		.68%

Supplemental data
Net assets, end of period (in millions)		$557			$912			$713			$962			$548			$427

Portfolio turnover rate		86%			145%	^(g)		140%			124%			46%			146%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(f)		Rounds to less than $0.01 per share.
^(g)		The aggregate cost of securities purchased for purposes of portfolio turnover excludes $41,979,743 for securities received at value on Feb. 13, 2009 in exchange for Fund shares issued.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 397

Financial Highlights (continued)

Threadneedle VP — International Opportunity Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.67

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		1.49

Total from investment operations		1.52

Less distributions:
Dividends from net investment income		(.10	)

Net asset value, end of period		$12.09

Total return		14.47%

Ratios to average net assets ^(b)
Total expenses		1.11%	^(c)

Net investment income (loss)		.47%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		76%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.67

Income from investment operations:
Net investment income (loss)		(.09	)
Net gains (losses) (both realized and unrealized)		1.59

Total from investment operations		1.50

Less distributions:
Dividends from net investment income		(.10	)

Net asset value, end of period		$12.07

Total return		14.24%

Ratios to average net assets ^(b)
Total expenses		1.41%	^(c)

Net investment income (loss)		(1.15%	) ^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		76%

See accompanying Notes to Financial Highlights.

398 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Threadneedle VP — International Opportunity Fund (continued)


																Year ended
Class 3 ^(d)	Year ended Dec. 31,															Aug. 31,
Per share data	2010			2009			2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		10.77			$8.58			$14.71			$13.19			$12.24			$10.02

Income from investment operations:
Net investment income (loss)		.08			.14			.27			.13			.02			.12
Net gains (losses) (both realized and unrealized)		1.38			2.19			(6.12	)		1.53			1.04			2.27

Total from investment operations		1.46			2.33			(5.85	)		1.66			1.06			2.39

Less distributions:
Dividends from net investment income		(.15	)		(.14	)		(.28	)		(.14	)		(.10	)		(.17	)
Tax return of capital		—			—			—			—			(.01	)		—

Total distributions		(.15	)		(.14	)		(.28	)		(.14	)		(.11	)		(.17	)

Proceeds from regulatory settlement		—			.00	^(f)		—			—			—			—

Net asset value, end of period		$12.08			$10.77			$8.58			$14.71			$13.19			$12.24

Total return		13.89%			27.54%	^(g)		(40.43%	)		12.68%			8.72%			23.82%

Ratios to average net assets ^(b)
Total expenses		1.13%			1.16%			1.15%			1.01%			1.08%	^(c)		1.12%

Net investment income (loss)		.78%			1.57%			2.21%			.94%			.55%	^(c)		1.04%

Supplemental data
Net assets, end of period (in millions)		$528			$562			$535			$1,195			$1,311			$1,266

Portfolio turnover rate		76%			90%			61%			94%			20%			74%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(f)		Rounds to less than $0.01 per share.
^(g)		During the year ended Dec. 31, 2009, the Fund received proceeds from regulatory settlements. Had the Fund not received these proceeds, the total return would have been lower by 0.04%.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 399

Financial Highlights (continued)

VP — Davis New York Venture Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.54

Income from investment operations:
Net investment income (loss)		.06
Net gains (losses) (both realized and unrealized)		.40

Total from investment operations		.46

Net asset value, end of period		$10.00

Total return		4.82%

Ratios to average net assets ^(b)
Total expenses		.82%	^(c)

Net investment income (loss)		.98%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,348

Portfolio turnover rate		32%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.54

Income from investment operations:
Net investment income (loss)		.06
Net gains (losses) (both realized and unrealized)		.39

Total from investment operations		.45

Net asset value, end of period		$9.99

Total return		4.72%

Ratios to average net assets ^(b)
Total expenses		.88%	^(c)

Net investment income (loss)		1.04%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		32%

See accompanying Notes to Financial Highlights.

400 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

VP — Davis New York Venture Fund (continued)


															Year ended
Class 3 ^(d)	Year ended Dec. 31,														Aug. 31,
Per share data	2010			2009		2008			2007			2006 ^(e)			2006 ^(f)
Net asset value, beginning of period		$8.96			$6.82		$11.20			$10.92			$10.03			$10.06

Income from investment operations:
Net investment income (loss)		.03			.05		.06			.11			.03			.02
Net gains (losses) (both realized and unrealized)		1.00			2.09		(4.35	)		.30			.91			(.03	)

Total from investment operations		1.03			2.14		(4.29	)		.41			.94			(.01	)

Less distributions:
Dividends from net investment income		—			—		(.00	) ^(g)		(.11	)		(.02	)		(.02	)
Distributions from realized gains		—			—		(.09	)		(.02	)		(.02	)		—
Tax return of capital		—			—		—			—			(.01	)		—

Total distributions		—			—		(.09	)		(.13	)		(.05	)		(.02	)

Net asset value, end of period		$9.99			$8.96		$6.82			$11.20			$10.92			$10.03

Total return		11.52%			31.33%		(38.58%	)		3.84%			9.30%			(.05%	)

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.05%	^(c)		.94%		1.06%			.99%			1.02%	^(c)		1.15%	^(c)

Net expenses after expense waiver/reimbursement ^(h)		1.05%	^(c)		.94%		1.03%			.99%			1.02%	^(c)		1.07%	^(c)

Net investment income (loss)		.35%	^(c)		.64%		.81%			1.03%			.83%	^(c)		1.27%	^(c)

Supplemental data
Net assets, end of period (in millions)		$80			$2,023		$842			$786			$397			$232

Portfolio turnover rate		32%			21%		18%			12%			3%			3%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(f)		For the period from May 1, 2006 (when shares became available) to Aug. 31, 2006.
^(g)		Rounds to less than $0.01 per share.
^(h)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 401

Financial Highlights (continued)

VP — Goldman Sachs Mid Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.44

Income from investment operations:
Net investment income (loss)		.06
Net gains (losses) (both realized and unrealized)		.68

Total from investment operations		.74

Net asset value, end of period		$11.18

Total return		7.09%

Ratios to average net assets ^(b)
Total expenses		.92%	^(c)

Net investment income (loss)		.92%	^(c)

Supplemental data
Net assets, end of period (in millions)		$887

Portfolio turnover rate		85%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.44

Income from investment operations:
Net investment income (loss)		.07
Net gains (losses) (both realized and unrealized)		.66

Total from investment operations		.73

Net asset value, end of period		$11.17

Total return		6.99%

Ratios to average net assets ^(b)
Total expenses		1.19%	^(c)

Net investment income (loss)		.98%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1

Portfolio turnover rate		85%

See accompanying Notes to Financial Highlights.

402 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

VP — Goldman Sachs Mid Cap Value Fund (continued)


														Year ended
Class 3 ^(d)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(e)			2006
Net asset value, beginning of period		$9.17		$6.72		$10.69			$11.37			$11.72			$11.45

Income from investment operations:
Net investment income (loss)		.06		.10		.16			.11			.04			.25
Net gains (losses) (both realized and unrealized)		1.95		2.35		(4.05	)		.59			.79			.44

Total from investment operations		2.01		2.45		(3.89	)		.70			.83			.69

Less distributions:
Dividends from net investment income		—		—		—			(.13	)		(.03	)		(.25	)
Distributions from realized gains		—		—		(.08	)		(1.25	)		(1.15	)		(.17	)

Total distributions		—		—		(.08	)		(1.38	)		(1.18	)		(.42	)

Net asset value, end of period		$11.18		$9.17		$6.72			$10.69			$11.37			$11.72

Total return		21.87%		36.47%		(36.58%	)		6.03%			7.13%			6.17%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.14%		1.56%		4.35%			2.09%			1.22%	^(c)		1.19%

Net expenses after expense waiver/reimbursement ^(f)		1.05%		1.17%		1.14%			1.05%			1.09%	^(c)		1.08%

Net investment income (loss)		.64%		1.36%		1.57%			.88%			.95%	^(c)		2.19%

Supplemental data
Net assets, end of period (in millions)		$16		$14		$12			$27			$28			$27

Portfolio turnover rate		85%		99%		96%			93%			112%			35%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(e)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.
^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 403

Financial Highlights (continued)

VP — Partners Small Cap Value Fund


	Year ended
Class 1	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$14.34

Income from investment operations:
Net investment income (loss)		.05
Net gains (losses) (both realized and unrealized)		.89

Total from investment operations		.94

Net asset value, end of period		$15.28

Total return		6.56%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.11%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		1.09%	^(c)

Net investment income (loss)		.56%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,169

Portfolio turnover rate		57%


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$14.34

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		.88

Total from investment operations		.91

Net asset value, end of period		$15.25

Total return		6.35%

Ratios to average net assets ^(b)
Total expenses		1.31%	^(c)

Net investment income (loss)		.33%	^(c)

Supplemental data
Net assets, end of period (in millions)		$—

Portfolio turnover rate		57%

See accompanying Notes to Financial Highlights.

404 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

VP — Partners Small Cap Value Fund (continued)


														Year ended
Class 3 ^(e)	Year ended Dec. 31,													Aug. 31,
Per share data	2010		2009		2008			2007			2006 ^(f)			2006
Net asset value, beginning of period		$12.26		$8.98		$13.63			$14.89			$15.06			$14.46

Income from investment operations:
Net investment income (loss)		.02		.04		.08			.11			.02			.06
Net gains (losses) (both realized and unrealized)		2.98		3.24		(4.26	)		(.81	)		1.46			1.61

Total from investment operations		3.00		3.28		(4.18	)		(.70	)		1.48			1.67

Less distributions:
Dividends from net investment income		—		—		(.01	)		(.12	)		(.02	)		(.06	)
Distributions from realized gains		—		—		(.46	)		(.44	)		(1.63	)		(1.01	)

Total distributions		—		—		(.47	)		(.56	)		(1.65	)		(1.07	)

Net asset value, end of period		$15.26		$12.26		$8.98			$13.63			$14.89			$15.06

Total return		24.43%		36.55%		(31.57%	)		(4.90%	)		9.99%			12.28%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		1.22%		1.27%		1.27%			1.28%			1.32%	^(c)		1.28%

Net expenses after expense waiver/reimbursement ^(d)		1.22%		1.26%		1.22%			1.23%			1.26%	^(c)		1.24%

Net investment income (loss)		.14%		.43%		.84%			.73%			.48%	^(c)		.41%

Supplemental data
Net assets, end of period (in millions)		$284		$1,322		$916			$1,024			$619			$549

Portfolio turnover rate		57%		58%		76%			58%			23%			102%

Notes to Financial Highlights


^(a)		For the period from May 3, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		Expense ratios include the impact of a performance incentive adjustment, if any. In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds), before giving effect to any performance incentive adjustment.
^(e)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(f)		For the period from Sept. 1, 2006 to Dec. 31, 2006. In 2006, the Fund’s fiscal year end was changed from Aug. 31 to Dec. 31.

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 405

Notes to Financial Statements


1.	ORGANIZATION

RiverSource Variable Series Trust (the Trust) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-ended management investment company organized as a Massachusetts business trust. Information presented in these financial statements pertains to the following series of the Trust (each a Fund and collectively, the Funds): RiverSource Variable Portfolio (VP) — Balanced Fund; RiverSource VP — Cash Management Fund; RiverSource VP — Diversified Bond Fund; RiverSource VP — Diversified Equity Income Fund; RiverSource VP — Dynamic Equity Fund; RiverSource VP — Global Bond Fund; RiverSource VP — Global Inflation Protected Securities Fund; RiverSource VP — High Yield Bond Fund; RiverSource VP — Income Opportunities Fund; RiverSource VP — Mid Cap Growth Fund; RiverSource VP — Mid Cap Value Fund; RiverSource VP — S&P 500 Index Fund; RiverSource VP — Short Duration U.S. Government Fund; Seligman VP — Growth Fund; Seligman VP — Larger-Cap Value Fund; Seligman VP — Smaller-Cap Value Fund; Threadneedle VP — Emerging Markets Fund; Threadneedle VP — International Opportunity Fund; VP — Davis New York Venture Fund; VP — Goldman Sachs Mid Cap Value Fund; and VP — Partners Small Cap Value Fund. Each Fund has unlimited authorized shares of beneficial interest (without par value). References to shares and shareholders within these financial statements refer to both shares and partners’ interests as well as shareholders and partners, respectively.

Each Fund, other than RiverSource VP — Global Bond Fund and RiverSource VP — Global Inflation Protected Securities Fund, currently operates as a diversified Fund. RiverSource VP — Global Bond Fund and RiverSource VP — Global Inflation Protected Securities Fund are non-diversified funds.

Each Fund except RiverSource VP — Balanced Fund and RiverSource VP — S&P 500 Index Fund offers Class 1 shares and Class 2 shares effective May 3, 2010, and Class 3 shares (prior to April 30, 2010 known as an unnamed class of shares) (each of RiverSource VP — Balanced Fund and RiverSource VP — S&P 500 Index Fund offers Class 3 shares) to separate 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 Columbia Management Investment Distributors, Inc. (the Distributor). You may not buy (nor will you own) shares of the Funds directly. You invest by participating in a Qualified Plan or buying a Contract and making allocations to one or more Funds.

At Dec. 31, 2010, Columbia Management Investment Advisers, LLC (the Investment Manager) and/or affiliates owned 100% of Class 1, Class 2 and Class 3 shares of each Fund except RiverSource VP — Balanced Fund and RiverSource VP — S&P 500 Index Fund. At Dec. 31, 2010, the Investment Manager and/or affiliates owned 100% of Class 3 shares of RiverSource VP — Balanced Fund and RiverSource VP — S&P 500 Index Fund.

The Investment Manager and/or affiliates owned outstanding shares of the Funds. Purchase and redemption activity of the accounts may have a significant effect on the operations of the Funds. At Dec. 31, 2010, these approximate amounts were as follows:


Fund	Percentage
RiverSource VP — Cash Management Fund		25	%
RiverSource VP — Diversified Bond Fund		56
RiverSource VP — Diversified Equity Income Fund		50
RiverSource VP — Global Bond Fund		68
RiverSource VP — Global Inflation Protected Securities Fund		87
RiverSource VP — Income Opportunities Fund		77
RiverSource VP — Mid Cap Value Fund		84
RiverSource VP — Short Duration U.S. Government Fund		64
Threadneedle VP — Emerging Markets Fund		47
VP — Davis New York Venture Fund		94
VP — Goldman Sachs Mid Cap Value Fund		98
VP — Partners Small Cap Value Fund		80

All classes of shares have identical voting, dividend and liquidation rights. Each class has separate class specific expenses. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets.

406 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

Preparing financial statements that conform to U.S. generally accepted accounting principles requires management to make estimates (e.g., on assets, liabilities and contingent assets and liabilities) that could differ from actual results.

Valuation of securities

All securities are valued at the close of business of the New York Stock Exchange (NYSE). Securities traded on national securities exchanges or included in national market systems are valued at the last quoted sales price from the primary exchange. Debt securities are generally traded in the over-the-counter market and are valued by an independent pricing service using an evaluated bid. When market quotes are not readily available, the pricing service, in determining fair values of debt securities, takes into consideration such factors as current quotations by broker/dealers, coupon, maturity, quality, type of issue, trading characteristics, and other yield and risk factors it deems relevant in determining valuations. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. The policy adopted by each Fund’s Board of Trustees (the Board) generally contemplates the use of fair valuation in the event that price quotations or valuations are not readily available, price quotations or valuations from other sources are not reflective of market value and thus deemed unreliable, or a significant event has occurred in relation to a security or class of securities (such as foreign securities) that is not reflected in price quotations or valuations from other sources. A fair value price is a good faith estimate of the value of a security at a given point in time.

Many securities markets and exchanges outside the U.S. close prior to the close of the NYSE and therefore the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the close of the NYSE, including significant movements in the U.S. market after foreign exchanges have closed. In those situations, foreign securities will be fair valued pursuant to the policy adopted by the Board, including utilizing a third party pricing service to determine these fair values. This policy takes into account multiple factors, including movements in the U.S. securities markets, to determine a good faith estimate that reasonably reflects the current market conditions as of the close of the NYSE. The fair value of a security is likely to be different from the quoted or published price, if available. Swap transactions are valued through an independent pricing service or broker, or if neither is available, through an internal model based upon observable inputs.

Short-term securities in all Funds, except RiverSource VP — Cash Management Fund, maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on the current interest rates. Typically, those 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. Investments in money market funds are valued at net asset value. Pursuant to Rule 2a-7 of the 1940 Act, securities in RiverSource VP — Cash Management Fund are valued daily at amortized cost, which approximates market value. When such valuations do not reflect market value, securities may be valued as determined in accordance with procedures adopted by the Board.

Foreign currency exchange contracts are marked-to-market daily based upon foreign currency exchange rates provided by a pricing service.

Futures and options on futures are valued daily based upon the last sale price at the close of the market on the principal exchange on which they are traded.

Option contracts are valued daily at the mean of the latest quoted bid and asked prices on their primary exchanges. Option contracts, including over-the-counter option contracts, with no readily available market value are valued using quotations obtained from independent brokers as of the close of the NYSE.

Foreign currency translations

Securities and other assets and liabilities denominated in foreign currencies are translated daily into U.S. dollars. Foreign currency amounts related to the purchase or sale of securities and income and expenses are translated at the exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized security gains or losses is reflected as a component of such gains or losses. In the Statements of Operations, net realized gains or losses from foreign currency transactions, if any, may arise from sales of foreign currency, closed forward contracts, exchange gains or losses realized between the trade date and settlement date on securities transactions, and other translation gains or losses on dividends, interest income and foreign withholding taxes. At Dec. 31, 2010, foreign currency holdings were as follows:

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 407

Notes to Financial Statements (continued)

RiverSource VP — Balanced Fund holdings were entirely comprised of Brazilian reais and Mexican pesos.

RiverSource VP — Diversified Bond Fund holdings were entirely comprised of Brazilian reais and Mexican pesos.

RiverSource VP — Dynamic Equity Fund holdings were entirely comprised of Swiss francs.

RiverSource VP — Global Bond Fund consisted of multiple denominations.

RiverSource VP — Global Inflation Protected Securities Fund consisted of multiple denominations.

Threadneedle VP — Emerging Markets Fund consisted of multiple denominations, primarily Brazilian reais and Taiwan dollars.

Threadneedle VP — International Opportunity Fund consisted of multiple denominations, primarily Brazilian reais and British pounds.

Repurchase agreements

The Funds may enter into repurchase agreements. Generally, securities received as collateral subject to repurchase agreements are deposited with the Funds’ custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The market value of securities held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.

Illiquid securities

At Dec. 31, 2010, investments in securities included issues that are illiquid which the Funds currently limit to 15% of net assets except RiverSource VP — Cash Management Fund, which limits investments in securities that are illiquid to 5% of net assets, at market value, at the time of purchase. The aggregate value of such securities at Dec. 31, 2010 was as follows:


			Percentage
Fund	Value		of net assets
RiverSource VP — Balanced Fund	$	813,215		0	.08	%
RiverSource VP — Diversified Bond Fund		1,508,144		0	.04
RiverSource VP — High Yield Bond Fund		4,231,959		0	.62
RiverSource VP — Income Opportunities Fund		860,335		0	.08
Seligman VP — Larger-Cap Value Fund		2		0	.00
VP — Davis New York Venture Fund		1,803,640		0	.13
VP — Partners Small Cap Value Fund		6,811,612		0	.47

Certain illiquid securities may be valued, in good faith, by management at fair value according to procedures approved by the Board. According to Board guidelines, certain unregistered securities are determined to be liquid and are not included within the 15% (5% for RiverSource VP — Cash Management Fund) limitation specified above. Assets are liquid if they can be sold or disposed of in the ordinary course of business within seven days at approximately the value at which the asset is valued by each Fund.

Investments in loans

The senior loans acquired by the Funds typically take the form of a direct lending relationship with the borrower acquired through an assignment of another lender’s interest in a loan. The lead lender in a typical corporate loan syndicate administers the loan and monitors collateral. In the event that the lead lender becomes insolvent, enters FDIC receivership, or, if not FDIC insured, enters into bankruptcy, the Funds may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest. Loans are typically secured but may be unsecured. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans.

Securities purchased on a forward-commitment basis

Delivery and payment for securities that have been purchased by the Funds on a forward-commitment basis, including when-issued securities and other forward-commitments, can take place one month or more after the transaction date. During this period, such securities are subject to market fluctuations, and they may affect the Funds’ net assets the same as owned securities. The Funds designate cash or liquid securities at least equal to the amount of its forward-commitments. At Dec. 31, 2010, the outstanding when-issued securities and other forward-commitments for the Funds were as follows:


	When-issued		Other
Fund	securities		forward-commitments
RiverSource VP — Balanced Fund	$	62,267,650	$	—
RiverSource VP — Diversified Bond Fund		560,306,491		—
RiverSource VP — Global Bond		—		5,544,606
RiverSource VP — Short Duration U.S. Government Fund		54,083,863		—

408 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Certain Funds may also enter into transactions to sell purchase commitments to third parties at current market values and concurrently acquire other purchase commitments for similar securities at later dates. As an inducement for the Funds to “roll over” their purchase commitments, the Funds receive negotiated amounts in the form of reductions of the purchase price of the commitment. The Funds record the incremental difference between the forward purchase and sale of each forward roll as a realized gain or loss. Losses may arise due to changes in the value of the securities or if a counterparty does not perform under the terms of the agreement. If a counterparty files for bankruptcy or becomes insolvent, the Funds’ right to repurchase or sell securities may be limited. RiverSource VP — Balanced Fund, RiverSource VP — Diversified Bond Fund and RiverSource VP — Short Duration U.S. Government Fund entered into mortgage dollar roll transactions during the year ended Dec. 31, 2010.

Forward sale commitments

Certain Funds may enter into forward sale commitments to hedge their portfolio positions or to sell mortgage-backed securities they own under delayed delivery arrangements. Proceeds of forward sale commitments are not received until the contractual settlement date. During the time a forward sale commitment is outstanding, equivalent deliverable securities, or an offsetting forward purchase commitment deliverable on or before the sale commitment date, are used to satisfy the commitment.

Unsettled forward sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under “Valuation of securities” above. The forward sale commitment is “marked-to-market” daily and the change in market value is recorded by the Funds as an unrealized gain or loss. If the forward sale commitment is closed through the acquisition of an offsetting purchase commitment, the Funds realize a gain or loss. If the Funds deliver securities under the commitment, the Funds realize a gain or a loss from the sale of the securities based upon the market price established at the date the commitment was entered into. Forward sale commitments outstanding at period end are listed in the Notes to Portfolio of Investments.

Guarantees and indemnifications

Under each Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to each Fund. In addition, certain of each Fund’s contracts with its service providers contain general indemnification clauses. Each Fund’s maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against each Fund cannot be determined and each Fund has no historical basis for predicting the likelihood of any such claims.

Federal taxes

For federal income tax purposes, each Fund is treated as a separate entity.

RiverSource VP — Balanced Fund, RiverSource VP — Diversified Equity Income Fund, RiverSource VP — Dynamic Equity Fund, RiverSource VP — Mid Cap Growth Fund, RiverSource VP — Mid Cap Value Fund, RiverSource VP — S&P 500 Index Fund, Seligman VP — Growth Fund, Seligman VP — Larger-Cap Value Fund, Seligman VP — Smaller-Cap Value Fund, VP — Davis New York Venture Fund, VP — Goldman Sachs Mid Cap Value Fund and VP — Partners Small Cap Value Fund are treated as partnerships for federal income tax purposes, and these Funds do not expect to make regular distributions. These Funds will not be subject to federal income tax, and therefore, there is no provision for federal income taxes. The partners of these Funds are subject to tax on their distributive share of each Fund’s income and loss. The components of each of these Funds’ net assets are reported at the partner level for tax purposes, and therefore, are not presented in the Statements of Assets and Liabilities.

RiverSource VP — Cash Management Fund, RiverSource VP — Diversified Bond Fund, RiverSource VP — Global Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund, RiverSource VP — High Yield Bond Fund, RiverSource VP — Income Opportunities Fund, RiverSource VP — Short Duration U.S. Government Fund, Threadneedle VP — Emerging Markets Fund and Threadneedle VP — International Opportunity Fund are each treated as a separate regulated investment company for federal income tax purposes. Each of these Funds’ policy is to comply with Subchapter M of the Internal Revenue Code that applies to regulated investment companies (RICs) and to distribute substantially all of its taxable income (which includes net short-term capital gains) to the subaccounts. No provision for income or excise taxes is thus required.

Management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Generally, the tax authorities can examine all tax returns filed for the last three years.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 409

Notes to Financial Statements (continued)

Foreign capital gains taxes

Realized gains in certain countries may be subject to foreign taxes at the Fund level, at rates ranging from approximately 10% to 15%. Each Fund pays such foreign taxes on net realized gains at the appropriate rate for each jurisdiction.

Distributions to subaccounts

Distributions to the subaccounts are recorded at the close of business on the record date and are payable on the first business day following the record date. Dividends from net investment income are declared daily and distributed quarterly, when available, for RiverSource VP — Cash Management Fund. Dividends from net investment income are declared and distributed quarterly, when available, for RiverSource VP — Global Bond Fund, Threadneedle VP — Emerging Markets Fund and Threadneedle VP — International Opportunity Fund. Dividends from net investment income are declared and distributed annually, when available, for RiverSource VP — Diversified Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund, RiverSource VP — High Yield Bond Fund, RiverSource VP — Income Opportunities Fund and RiverSource VP — Short Duration U.S. Government Fund. Capital gain distributions, when available, will be made annually. However, an additional capital gain distribution may be made during the fiscal year in order to comply with the Internal Revenue Code, as applicable to RICs.

Other

Security transactions are accounted for on the date securities are purchased or sold. Dividend income is recognized on the ex-dividend date or upon receipt of ex-dividend notification in the case of certain foreign securities. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the security received. Interest income, including amortization of premium, market discount and original issue discount using the effective interest method, is accrued daily.


3.	DERIVATIVE INSTRUMENTS

The Funds invest in certain derivative instruments as detailed below to meet their investment objectives. Derivatives are instruments whose values depend on, or are derived from, in whole or in part, the value of one or more other assets, such as securities, currencies, commodities or indices. Derivative instruments may be used to maintain cash reserves while maintaining exposure to certain other assets, to offset anticipated declines in values of investments, to facilitate trading, to reduce transaction costs and to pursue higher investment returns. The Funds may also use derivative instruments to mitigate certain investment risks, such as foreign currency exchange rate risk, interest rate risk and credit risk. Derivatives may involve various risks, including the potential inability of the counterparty to fulfill its obligation under the terms of the contract, the potential for an illiquid secondary market and the potential for market movements which may expose the Funds to gains or losses in excess of the amount shown in the Statements of Assets and Liabilities.

The Funds and any counterparty are required to maintain an agreement that requires the Funds and that counterparty to monitor (on a daily basis) the net fair value of all derivatives entered into pursuant to the contract between the Funds and such counterparty. If the net fair value of such derivatives between the Funds and that counterparty exceeds a certain threshold (as defined in the agreement), the Funds or the counterparty (as the case may be) is required to post cash and/or securities as collateral. Fair values of derivatives presented in the financial statements are not netted with the fair value of other derivatives or with any collateral amounts posted by the Funds or any counterparty.

Forward foreign currency exchange contracts

Forward foreign currency exchange contracts are agreements between two parties to buy and sell a currency at a set price on a future date. These contracts are intended to be used to minimize the exposure to foreign exchange rate fluctuations during the period between the trade and settlement dates of the contract. Certain Funds utilized forward foreign currency exchange contracts as detailed below:


Forward Currency Contracts			Funds
Settlement of purchases and sales of securities			RiverSource VP — Balanced Fund, RiverSource VP — Diversified Bond Fund, RiverSource VP — Diversified Equity Income Fund, RiverSource VP — Dynamic Equity Fund, RiverSource VP — Global Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund

Hedge the currency exposure associated with some or all of the Fund’s securities			RiverSource VP — Balanced Fund, RiverSource VP — Diversified Bond Fund, RiverSource VP — Global Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund, Threadneedle VP — Emerging Markets Fund, Threadneedle VP — International Opportunity Fund

410 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Forward Currency Contracts			Funds
Shift foreign currency exposure back to U.S. dollars			RiverSource VP — Diversified Bond Fund, RiverSource VP — Global Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund

Shift investment exposure from one currency to another			RiverSource VP — Balanced Fund, RiverSource VP — Diversified Bond Fund, RiverSource VP — Global Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund

Shift U.S. dollar exposure to achieve a representative weighted mix of major currencies in its benchmark, and/or to recover an underweight country exposure in its portfolio			RiverSource VP — Diversified Bond Fund, RiverSource VP — Global Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund

Create a foreign currency exposure			RiverSource VP — Diversified Bond Fund

To gain exposure to currencies where either the underlying bond market is unattractive or where foreign investors cannot easily invest in local fixed income securities			RiverSource VP — Global Bond Fund

The values of forward foreign currency exchange contracts fluctuate with changes in foreign currency exchange rates. The Funds will record a realized gain or loss when the forward foreign currency exchange contract is closed.

The use of forward foreign currency exchange contracts does not eliminate fluctuations in the prices of the Funds’ portfolio securities. The risks of forward foreign currency exchange contracts include movement in the values of the foreign currencies relative to the U.S. dollar (or other foreign currencies) and the possibility that counterparties will not complete their contractual obligations, which may be in excess of the amount reflected, if any, in the Statements of Assets and Liabilities.

Futures contracts

Futures contracts represent commitments for the future purchase or sale of an asset at a specified price on a specified date. Certain Funds bought and sold futures contracts traded on U.S. and foreign exchanges as detailed below:


Futures Contracts			Funds
Produce incremental earnings			RiverSource VP — Balanced Fund, RiverSource VP — Global Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund

Manage the duration and yield curve exposure of the Fund versus the benchmark			RiverSource VP — Balanced Fund, RiverSource VP — Diversified Bond Fund, RiverSource VP — Global Bond Fund, RiverSource VP — Global Inflation Protected Securities Fund, RiverSource VP — Short Duration U.S. Government Fund

Manage exposure to movements in interest rates			RiverSource VP — Balanced Fund, RiverSource VP — Diversified Bond Fund, RiverSource VP — Global Bond Fund, RiverSource Global Inflation Protected Securities Fund, RiverSource VP — Short Duration U.S. Government Fund

Equitize cash to maintain appropriate equity market exposure while keeping sufficient cash to accommodate daily redemptions			RiverSource VP — Dynamic Equity Fund, RiverSource VP — S&P 500 Index Fund

Implement cross market strategies efficiently (i.e., a sale of U.S. 10 yr futures versus a purchase of German 10 yr futures to position for expected changes in the spread between U.S. and German Yields)			RiverSource VP — Global Bond Fund

Upon entering into futures contracts, the Funds bear risks which may include interest rates, exchange rates or securities prices moving unexpectedly, in which case, the Funds may not achieve the anticipated benefits of the futures contracts and may realize a loss. Additional risks include counterparty credit risk, the possibility of an illiquid market, and that a change in the value of the contract or option may not correlate with changes in the value of the underlying asset.

Upon entering into a futures contract, the Funds pledge cash or securities with the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments (variation margin) are made or received by the Funds each day. The variation margin payments are equal to the daily change in the contract value and are recorded as variation margin receivable or payable and are offset in unrealized gains or losses. The Funds recognize a realized gain or loss when the contract is closed or expires. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statements of Assets and Liabilities.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 411

Notes to Financial Statements (continued)

Options

Options are contracts which entitle the holder to purchase or sell securities or other identified assets at a specified price, or in the case of index options, to receive or pay the difference between the index value and the strike price of the index option. Certain Funds bought and wrote options traded on U.S. and foreign exchanges or in the over-the-counter (OTC) markets as detailed below:


Options			Funds
Decrease the Fund’s exposure to equity risk and to increase return on investments			RiverSource VP — Mid Cap Growth Fund

Produce incremental earnings			RiverSource VP — Balanced Fund, RiverSource VP — Global Inflation Protected Securities Fund

Manage the duration and yield curve exposure of the Fund versus the benchmark			RiverSource VP — Balanced Fund, RiverSource VP — Global Inflation Protected Securities Fund

Manage exposure to movements in interest rates			RiverSource VP — Balanced Fund, RiverSource VP — Global Inflation Protected Securities Fund

Completion of transactions for options traded in the OTC market depends upon the performance of the other party. Cash collateral may be collected or posted by the Funds to secure certain OTC options trades. Cash collateral held or posted by the Funds for such option trades must be returned to the counterparty or the Funds upon closure, exercise or expiration of the contract.

Option contracts purchased are recorded as investments and options contracts written are recorded as liabilities of the Funds. The Funds will realize a gain or loss when the option transaction expires or is exercised. When options on debt securities or futures are exercised, the Funds will realize a gain or loss. When other options are exercised, the proceeds on sales for a written call or purchased put option, or the purchase cost for a written put or purchased call option, is adjusted by the amount of premium received or paid.

The risk in buying an option is that the Funds pay a premium whether or not the option is exercised. The Funds also have the additional risk of being unable to enter into a closing transaction if a liquid secondary market does not exist. The risk in writing a call option is that the Funds give up the opportunity for profit if the market price of the security increases. The risk in writing a put option is that the Funds may incur a loss if the market price of the security decreases and the option is exercised. The Funds’ maximum payout in the case of written put option contracts represents the maximum potential amount of future payments (undiscounted) that the Funds could be required to make under the contract. For OTC options contracts, the transaction is also subject to counterparty credit risk. The maximum payout amount may be offset by the subsequent sale, if any, of assets obtained upon the exercise of the put options by holders of the option contracts or proceeds received upon entering into the contracts.

Effects of derivative transactions on the financial statements

The following tables are intended to provide additional information about the effect of derivatives on the financial statements of each Fund including: the fair value of derivatives by risk category and the location of those fair values in the Statements of Assets and Liabilities; the impact of derivative transactions on each Fund’s operations over the period including realized gains or losses and unrealized gains or losses. The derivative schedules following the Portfolios of Investments present additional information regarding derivative instruments outstanding at the end of the period, if any. Tables are presented only for those funds which had derivatives outstanding at Dec. 31, 2010, or which had derivatives transactions during the year ended Dec. 31, 2010.

RiverSource VP — Balanced Fund

Fair values of derivative instruments at Dec. 31, 2010


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

412 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts			Futures			Options			Total
Foreign exchange contracts	$	(11,436	)	$	—		$	—		$	(11,436	)

Interest rate contracts		—			(2,488,889	)		(15,971	)	$	(2,504,860	)

Total	$	(11,436	)	$	(2,488,889	)	$	(15,971	)	$	(2,516,296	)


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts		Futures		Options		Total
Foreign exchange contracts	$	—	$	—	$	—	$	—

Interest rate contracts		—		971,700		—	$	971,700

Total	$	—	$	971,700	$	—	$	971,700

Volume of derivative activity

Forward foreign currency exchange contracts

At Dec. 31, 2010, the Fund had no outstanding forward foreign currency exchange contracts. The average gross notional amount of forward foreign currency exchange contracts opened, and subsequently closed, was $399,000 for the year ended Dec. 31, 2010.

Futures

The gross notional amount of long and short contracts outstanding was approximately $5.1 million and $44.7 million, respectively, at Dec. 31, 2010. The monthly average gross notional amounts for long and short contracts was $10.5 million and $52.3 million, respectively, for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

Options

At Dec. 31, 2010, the Fund had no outstanding options contracts. The monthly average gross notional amount for these contracts was $4.0 million for the year ended Dec. 31, 2010.

RiverSource VP — Diversified Bond Fund

Fair values of derivative instruments at Dec. 31, 2010

Asset derivatives

Liability derivatives

Statement of Assets

Risk exposure category

and Liabilities location

Fair value

and Liabilities location

Fair value

Foreign exchange contracts

Unrealized appreciation on forward foreign currency exchange contracts

2,005,267

Unrealized depreciation on forward foreign currency exchange contracts

2,387,571

Interest rate contracts

N/A

Net assets — unrealized depreciation on investments

(2,542,354

Total

2,005,267

(154,783

)


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 413

Notes to Financial Statements (continued)

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts		Futures			Options		Total
Foreign exchange contracts	$	5,797,939	$	—		$	—	$	5,797,939

Interest rate contracts		—		(22,088,192	)		1,440,028	$	(20,648,164	)

Total	$	5,797,939	$	(22,088,192	)	$	1,440,028	$	(14,850,225	)


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts			Futures			Options			Total
Foreign exchange contracts	$	(1,367,002	)	$	—		$	—		$	(1,367,002	)

Interest rate contracts		—			(826,797	)		(45,366	)	$	(872,163	)

Total	$	(1,367,002	)	$	(826,797	)	$	(45,366	)	$	(2,239,165	)

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $155.2 million at Dec. 31, 2010. The monthly average gross notional amount for these contracts was $179.7 million for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

Futures

The gross notional amount of long and short contracts outstanding was approximately $233.8 million and $231.7 million, respectively, at Dec. 31, 2010. The monthly average gross notional amounts for long and short contracts was $228.8 million and $498.0 million, respectively, for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

Options

At Dec. 31, 2010, the Fund had no outstanding options contracts. The monthly average gross notional amount for these contracts was $126.0 million for the year ended Dec. 31, 2010.

RiverSource VP — Diversified Equity Income Fund

Fair values of derivative instruments at Dec. 31, 2010

At Dec. 31, 2010, the Fund had no outstanding derivatives.

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	3,846


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	—

414 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Volume of derivative activity

Forward foreign currency exchange contracts

RiverSource VP — Dynamic Equity Fund

Fair values of derivative instruments at Dec. 31, 2010


	Asset derivatives
	Statement of Assets
Risk exposure category	and Liabilities location	Fair value
Equity contracts	Net assets — unrealized appreciation on investments	$	264,643	*


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts			Futures		Total
Equity contracts	$	—		$	2,171,093	$	2,171,093

Foreign exchange contracts		(605	)		—	$	(605	)

Total	$	(605	)	$	2,171,093	$	2,170,488


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts		Futures		Total
Equity contracts	$	—	$	320,558	$	320,558

Foreign exchange contracts		—		—	$	—

Total	$	—	$	320,558	$	320,558

Volume of derivative activity

Forward foreign currency exchange contracts

Futures

The gross notional amount of long contracts outstanding was approximately $9.7 million at Dec. 31, 2010. The monthly average gross notional amounts for long contracts was $16.4 million for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 415

Notes to Financial Statements (continued)

RiverSource VP — Global Bond Fund

Fair values of derivative instruments at Dec. 31, 2010

Asset derivatives

Liability derivatives

Statement of Assets

Risk exposure category

and Liabilities location

Fair value

and Liabilities location

Fair value

Foreign exchange contracts

Unrealized appreciation on forward foreign currency exchange contracts

2,629,175

Unrealized depreciation on forward foreign currency exchange contracts

1,790,484

Interest rate contracts

Net assets — unrealized appreciation on investments

857,927

N/A

Total

3,487,102

1,790,484


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts		Futures			Total
Foreign exchange contracts	$	6,565,146	$	—		$	6,565,146

Interest rate contracts		—		(2,434,416	)	$	(2,434,416	)

Total	$	6,565,146	$	(2,434,416	)	$	4,130,730


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts		Futures		Total
Foreign exchange contracts	$	4,935,573	$	—	$	4,935,573

Interest rate contracts		—		1,493,443	$	1,493,443

Total	$	4,935,573	$	1,493,443	$	6,429,016

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $175.7 million at Dec. 31, 2010. The monthly average gross notional amount for these contracts was $160.7 million for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

Futures

The gross notional amount of long and short contracts outstanding was approximately $54.9 million and $55.5 million, respectively, at Dec. 31, 2010. The monthly average gross notional amounts for long and short contracts was $46.2 million and $60.4 million, respectively, for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

416 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource VP — Global Inflation Protected Securities Fund

Fair values of derivative instruments at Dec. 31, 2010

Asset derivatives

Liability derivatives

Statement of Assets

Risk exposure category

and Liabilities location

Fair value

and Liabilities location

Fair value

Foreign exchange contracts

Unrealized appreciation on forward foreign currency exchange contracts

9,235,608

Unrealized depreciation on forward foreign currency exchange contracts

8,472,855

Interest rate contracts

N/A

Net assets — unrealized depreciation on investments

1,748,025

Total

9,235,608

10,220,880


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts		Futures			Options		Total
Foreign exchange contracts	$	65,597,518	$	—		$	—	$	65,597,518

Interest rate contracts		—		(11,715,345	)		655,174	$	(11,060,171	)

Total	$	65,597,518	$	(11,715,345	)	$	655,174	$	54,537,347


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts			Futures		Options		Total
Foreign exchange contracts	$	(28,185,298	)	$	—	$	—	$	(28,185,298	)

Interest rate contracts		—			648,277		—	$	648,277

Total	$	(28,185,298	)	$	648,277	$	—	$	(27,537,021	)

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $1.2 billion at Dec. 31, 2010. The monthly average gross notional amount for these contracts was $1.1 billion for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

Futures

The gross notional amount of long and short contracts outstanding was approximately $208.8 million and $111.0 million, respectively, at Dec. 31, 2010. The monthly average gross notional amounts for long and short contracts was $163.5 million and $316.8 million, respectively, for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

Options

At Dec. 31, 2010, the Fund had no outstanding options contracts. The monthly average gross notional amount for these contracts was $14.6 million for the year ended Dec. 31, 2010.

RiverSource VP — Mid Cap Growth Fund

Fair values of derivative instruments at Dec. 31, 2010

At Dec. 31, 2010, the Fund had no outstanding derivatives.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 417

Notes to Financial Statements (continued)

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010

Options

At Dec. 31, 2010, the Fund had no outstanding options contracts. The monthly average gross notional amount for these contracts was $2 million for the year ended Dec. 31, 2010.

RiverSource VP — S&P 500 Index Fund

Fair values of derivative instruments at Dec. 31, 2010


	Asset derivatives
	Statement of Assets
Risk exposure category	and Liabilities location	Fair value
Equity contracts	Net assets — unrealized appreciation on investments	$	13,722	*


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010

Volume of derivative activity

Futures

The gross notional amount of long contracts outstanding was approximately $2.5 million at Dec. 31, 2010. The monthly average gross notional amounts for long contracts was $1.6 million for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

RiverSource VP — Short Duration U.S. Government Fund

Fair values of derivative instruments at Dec. 31, 2010


	Asset derivatives
	Statement of Assets
Risk exposure category	and Liabilities location	Fair value
Interest rate contracts	Net assets — unrealized appreciation on investments	$	1,617,330	*


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010

418 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Volume of derivative activity

Futures

The gross notional amount of short contracts outstanding was approximately $164.0 million at Dec. 31, 2010. The monthly average gross notional amounts for long and short contracts was $63.6 million and $63.0 million, respectively, for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

Threadneedle VP — Emerging Markets Fund

Fair values of derivative instruments at Dec. 31, 2010

At Dec. 31, 2010, the Fund had no outstanding derivatives.

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	165,589


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	—

Volume of derivative activity

Forward foreign currency exchange contracts

Threadneedle VP — International Opportunity Fund

Fair values of derivative instruments at Dec. 31, 2010

At Dec. 31, 2010, the Fund had no outstanding derivatives.

Effect of derivative instruments in the Statement of Operations for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	130,871


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	—

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 419

Notes to Financial Statements (continued)

Volume of derivative activity

Forward foreign currency exchange contracts

At Dec. 31, 2010, the Fund had no outstanding forward foreign currency exchange contracts. The monthly average gross notional amount for these contracts was $11,000 for the year ended Dec. 31, 2010.


4.	EXPENSES

Investment management services fees

The Funds, except those Fund which have a Subadvisory agreement, have an Investment Management Services Agreement (IMSA) with the Investment Manager for managing investments, record keeping and other services that are based solely on the assets of each Fund. The Funds which have a Subadvisory agreement have an IMSA with the Investment Manager where the Investment Manager is responsible for the management of the Funds. Day-to-day portfolio management of the Funds is provided by the Funds’ subadvisors. See Subadvisory agreements below. The management fee is an annual fee that is equal to a percentage of each Fund’s average daily net assets that declines as each Fund’s net assets increase. The annual percentage range for each Fund is as follows:


Fund	Percentage range
RiverSource VP — Balanced Fund		0.530% to 0.350%
RiverSource VP — Cash Management Fund		0.330% to 0.150%
RiverSource VP — Diversified Bond Fund		0.480% to 0.290%
RiverSource VP — Diversified Equity Income Fund		0.600% to 0.375%
RiverSource VP — Dynamic Equity Fund		0.600% to 0.375%
RiverSource VP — Global Bond Fund		0.720% to 0.520%
RiverSource VP — Global Inflation Protected Securities Fund		0.440% to 0.250%
RiverSource VP — High Yield Bond Fund		0.590% to 0.360%
RiverSource VP — Income Opportunities Fund		0.610% to 0.380%
RiverSource VP — Mid Cap Growth Fund		0.700% to 0.475%
RiverSource VP — Mid Cap Value Fund		0.700% to 0.475%
RiverSource VP — S&P 500 Index Fund		0.220% to 0.120%
RiverSource VP — Short Duration U.S. Government Fund		0.480% to 0.250%
Seligman VP — Growth Fund		0.600% to 0.375%
Seligman VP — Larger-Cap Value Fund		0.600% to 0.375%
Seligman VP — Smaller-Cap Value Fund		0.790% to 0.665%
Threadneedle VP — Emerging Markets Fund		1.100% to 0.900%
Threadneedle VP — International Opportunity Fund		0.800% to 0.570%
VP — Davis New York Venture Fund		0.730% to 0.600%
VP — Goldman Sachs Mid Cap Value Fund		0.780% to 0.650%
VP — Partners Small Cap Value Fund		0.970% to 0.870%

For the following Funds, the fee may be adjusted upward or downward by a performance incentive adjustment (PIA) with a maximum adjustment of 0.08% for RiverSource VP — Balanced Fund and 0.12% for each remaining Fund. The adjustment is determined monthly by measuring the percentage difference over a rolling 12-month period between the annualized performance of one Class 3 share of each Fund and the annualized performance of the stated index, up to the maximum percentage of each Fund’s average daily net assets. In certain circumstances, the Board may approve a change in the index. If

420 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

the performance difference is less than 0.50%, the adjustment will be zero. The index name and the amount the fee was increased (decreased) for each Fund for the year ended Dec. 31, 2010, was as follows:


		Increase
Fund	Index name	(decrease)
RiverSource VP — Balanced Fund	Lipper Balanced Funds Index	$	46,027
RiverSource VP — Diversified Equity Income Fund	Lipper Equity Income Funds Index		2,040,586
RiverSource VP — Dynamic Equity Fund	Lipper Large-Cap Core Funds Index		830,893
RiverSource VP — Mid Cap Growth Fund	Lipper Mid-Cap Growth Funds Index		(9,016	)
RiverSource VP — Mid Cap Value Fund	Lipper Mid-Cap Value Funds Index		36,249
Seligman VP — Growth Fund	Lipper Large-Cap Growth Funds Index		60,507
Seligman VP — Larger-Cap Value Fund	Lipper Large-Cap Value Funds Index		13,034
Seligman VP — Smaller-Cap Value Fund	Lipper Small-Cap Core Funds Index		65,850
Threadneedle VP — Emerging Markets Fund	Lipper Emerging Markets Funds Index		(87,618	)
Threadneedle VP — International Opportunity Fund	Lipper International Large-Cap Core Funds Index		97,459
VP — Davis New York Venture Fund	Lipper Large-Cap Core Funds Index		588,447
VP — Goldman Sachs Mid Cap Value Fund	Lipper Mid-Cap Value Funds Index		42,808
VP — Partners Small Cap Value Fund	Lipper Small-Cap Value Funds Index		300,422

The management fee for the year ended Dec. 31, 2010, including the adjustment under the terms of the PIA, if any, is the following percentage of each Fund’s average daily net assets:


Fund	Percentage
RiverSource VP — Balanced Fund		0.54	%
RiverSource VP — Cash Management Fund		0.33	%
RiverSource VP — Diversified Bond Fund		0.44	%
RiverSource VP — Diversified Equity Income Fund		0.63	%
RiverSource VP — Dynamic Equity Fund		0.66	%
RiverSource VP — Global Bond Fund		0.66	%
RiverSource VP — Global Inflation Protected Securities Fund		0.42	%
RiverSource VP — High Yield Bond Fund		0.59	%
RiverSource VP — Income Opportunities Fund		0.60	%
RiverSource VP — Mid Cap Growth Fund		0.70	%
RiverSource VP — Mid Cap Value Fund		0.71	%
RiverSource VP — S&P 500 Index Fund		0.22	%
RiverSource VP — Short Duration U.S. Government Fund		0.48	%
Seligman VP — Growth Fund		0.63	%
Seligman VP — Larger-Cap Value Fund		0.66	%
Seligman VP — Smaller-Cap Value Fund		0.87	%
Threadneedle VP — Emerging Markets Fund		1.06	%
Threadneedle VP — International Opportunity Fund		0.81	%
VP — Davis New York Venture Fund		0.74	%
VP — Goldman Sachs Mid Cap Value Fund		0.79	%
VP — Partners Small Cap Value Fund		0.94	%

In September 2010, the Funds’ Board approved changes to the IMSA in connection with various initiatives to achieve consistent investment management service and fee structures across all funds in the Columbia Fund Family. Certain of these changes, including management fee rate increases and the elimination of the PIA, required shareholder approval, which was

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 421

Notes to Financial Statements (continued)

received on Feb. 15, 2011. The following changes to the Funds’ management fee structures are expected to be implemented before the end of the second quarter of 2011:


	Management Fee	Management Fee	PIA
Fund	Rate Increase	Rate Decrease	Elimination
RiverSource VP — Balanced Fund	The rate will decline from 0.66% to 0.49% as the Fund’s net assets increase.		X

RiverSource VP — Cash Management Fund	N/A	N/A	N/A


RiverSource VP — Diversified Bond Fund	The rate will decline from 0.43% to 0.30% as the Fund’s net assets increase.		N/A

RiverSource VP — Diversified Equity Income Fund	The rate will decline from 0.66% to 0.49% as the Fund’s net assets increase.		X

RiverSource VP — Dynamic Equity Fund	The rate will decline from 0.71% to 0.54% as the Fund’s net assets increase.		X

RiverSource VP — Global Bond Fund		The rate will decline from 0.57% to 0.47% as the Fund’s net assets increase.	N/A

RiverSource VP — Global Inflation Protected Securities Fund	N/A	N/A	N/A

RiverSource VP — High Yield Bond Fund		The rate will decline from 0.59% to 0.36% as the Fund’s net assets increase.	N/A

RiverSource VP — Income Opportunities Fund		The rate will decline from 0.59% to 0.36% as the Fund’s net assets increase.	N/A

RiverSource VP — Mid Cap Growth Fund	The rate will decline from 0.76% to 0.62% as the Fund’s net assets increase.		X*

RiverSource VP — Mid Cap Value Fund	The rate will decline from 0.76% to 0.62% as the Fund’s net assets increase.		X

RiverSource VP — S&P 500 Index Fund		0.10%	N/A

RiverSource VP — Short Duration U.S. Government Mortgage Fund		The rate will decline from 0.36% to 0.24% as the Fund’s net assets increase.	N/A

Seligman VP — Growth Fund	The rate will decline from 0.71% to 0.54% as the Fund’s net assets increase.		X

Seligman VP — Larger-Cap Value Fund	The rate will decline from 0.71% to 0.54% as the Fund’s net assets increase.		X

Seligman VP — Smaller-Cap Value Fund	The rate will decline from 0.79% to 0.70% as the Fund’s net assets increase.		X

422 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Management Fee	Management Fee	PIA
Fund	Rate Increase	Rate Decrease	Elimination
Threadneedle VP — Emerging Markets Fund	N/A	N/A	X

Threadneedle VP — International Opportunity Fund		The rate will decline from 0.80% to 0.57% as the Fund’s net assets increase.	X

VP — Davis New York Venture Fund	N/A	N/A	X*

VP — Goldman Sachs Mid Cap Value Fund	N/A	N/A	X

VP — Partners Small Cap Value Fund	N/A	N/A	X


^*		Effective Oct. 1, 2010, the Investment Manager agreed that for a transitional period of 6 months (which is equal to half of the Fund’s rolling performance fee calculation period), the Fund will compensate the Investment Manager at the lower of: (i) the management fee calculated and capped at the rate calculated under the current IMSA prior to any PIA, or (ii) the fee calculated under the current IMSA including any applicable downward adjustment under the terms of the PIA, regardless of whether the proposal to amend the IMSA to eliminate the PIA (the IMSA Proposal) is ultimately approved by the respective Fund shareholders.

Subadvisory agreements

The Investment Manager has a Subadvisory Agreement with Threadneedle International Limited, an affiliate of the Investment Manager and an indirect wholly-owned subsidiary of Ameriprise Financial, to subadvise the assets of Threadneedle VP — Emerging Markets Fund and Threadneedle VP — International Opportunity Fund.

The Investment Manager has a Subadvisory Agreement with Davis Selected Advisers, L.P. to subadvise the assets of VP — Davis New York Venture Fund.

The Investment Manager has a Subadvisory Agreement with Goldman Sachs Asset Management, Inc. to subadvise the assets of VP — Goldman Sachs Mid Cap Value Fund. Prior to Feb. 22, 2010, the Investment Manager had Subadvisory Agreements with Systematic Financial Management, L.P. and WEDGE Capital Management L.L.P., each of which subadvised a portion of the assets of the Fund.

The Investment Manager has Subadvisory Agreements with Barrow, Hanley, Mewhinney & Strauss, LLC, Donald Smith & Co., Inc., River Road Asset Management, LLC, Denver Investment Advisors LLC and Turner Investment Partners, Inc., each of which subadvises a portion of the assets of VP — Partners Small Cap Value Fund. New investments in the Fund, net of any redemptions, are allocated in accordance with the Investment Manager’s determination of the allocation that is in the best interests of the Fund’s shareholders. Each subadviser’s proportionate share of investments in the Fund will vary due to market fluctuations.

The Investment Manager contracts with and compensates each subadviser to manage the investment of the respective Funds’ assets.

Administrative services fees

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 423

Notes to Financial Statements (continued)

increase. The percentage range for each Fund and the percentage of each Fund’s average daily net assets for the year ended Dec. 31, 2010, were as follows:


Fund	Percentage range		Percentage
RiverSource VP — Balanced Fund		0.060% to 0.030%		0.06	%
RiverSource VP — Cash Management Fund		0.060% to 0.030%		0.06	%
RiverSource VP — Diversified Bond Fund		0.070% to 0.040%		0.06	%
RiverSource VP — Diversified Equity Income Fund		0.060% to 0.030%		0.05	%
RiverSource VP — Dynamic Equity Fund		0.060% to 0.030%		0.06	%
RiverSource VP — Global Bond Fund		0.080% to 0.050%		0.08	%
RiverSource VP — Global Inflation Protected Securities Fund		0.070% to 0.040%		0.06	%
RiverSource VP — High Yield Bond Fund		0.070% to 0.040%		0.07	%
RiverSource VP — Income Opportunities Fund		0.070% to 0.040%		0.07	%
RiverSource VP — Mid Cap Growth Fund		0.060% to 0.030%		0.06	%
RiverSource VP — Mid Cap Value Fund		0.060% to 0.030%		0.06	%
RiverSource VP — S&P 500 Index Fund		0.060% to 0.030%		0.06	%
RiverSource VP — Short Duration U.S. Government Fund		0.070% to 0.040%		0.07	%
Seligman VP — Growth Fund		0.060% to 0.030%		0.06	%
Seligman VP — Larger-Cap Value Fund		0.060% to 0.030%		0.06	%
Seligman VP — Smaller-Cap Value Fund		0.080% to 0.050%		0.08	%
Threadneedle VP — Emerging Markets Fund		0.080% to 0.050%		0.08	%
Threadneedle VP — International Opportunity Fund		0.080% to 0.050%		0.08	%
VP — Davis New York Venture Fund		0.060% to 0.030%		0.05	%
VP — Goldman Sachs Mid Cap Value Fund		0.060% to 0.030%		0.06	%
VP — Partners Small Cap Value Fund		0.080% to 0.050%		0.08	%

Prior to Jan. 1, 2011, Ameriprise Financial, Inc. served as the Fund Administrator. Since Jan. 1, 2011, Columbia Management Investment Advisers, LLC has served as the Fund Administrator.

Other fees

Other expenses are for, among other things, certain expenses of each Fund or the Board including: Fund boardroom and office expense, employee compensation, employee health and retirement benefits, and certain other expenses. Payment of these Fund and Board expenses is facilitated by a company providing limited administrative services to each Fund and the Board. For the year ended Dec. 31, 2010, other expenses paid to this company were as follows:


Fund	Amount
RiverSource VP — Balanced Fund	$	1,281
RiverSource VP — Cash Management Fund		1,372
RiverSource VP — Diversified Bond Fund		7,060
RiverSource VP — Diversified Equity Income Fund		3,996
RiverSource VP — Dynamic Equity Fund		1,623
RiverSource VP — Global Bond Fund		2,351
RiverSource VP — Global Inflation Protected Securities Fund		3,342
RiverSource VP — High Yield Bond Fund		1,007
RiverSource VP — Income Opportunities Fund		2,131
RiverSource VP — Mid Cap Growth Fund		438
RiverSource VP — Mid Cap Value Fund		605
RiverSource VP — S&P 500 Index Fund		257
RiverSource VP — Short Duration U.S. Government Fund		1,118
Seligman VP — Growth Fund		277
Seligman VP — Larger-Cap Value Fund		22
Seligman VP — Smaller-Cap Value Fund		92
Threadneedle VP — Emerging Markets Fund		999
Threadneedle VP — International Opportunity Fund		642
VP — Davis New York Venture Fund		2,028
VP — Goldman Sachs Mid Cap Value Fund		528
VP — Partners Small Cap Value Fund		1,563

424 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Compensation of board members

Under a Deferred Compensation Plan (the Plan), the board members who are not “interested persons” of each Fund as defined under the 1940 Act may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of each Fund or certain other funds managed by the Investment Manager. Each Fund’s liability for these amounts is adjusted for market value changes and remains in the funds until distributed in accordance with the Plan.

Transfer agency fees

The Funds have a Transfer Agency and Servicing Agreement with Columbia Management Investment Services Corp. (the Transfer Agent). The fee for each Fund under this agreement is an annual rate of 0.06% of each Fund’s average daily net assets.

The Transfer Agent also receives reimbursement for certain out-of-pocket expenses and may also retain, as additional compensation for its services, fees for wire, telephone and redemption orders and account transcript fees due to the Transfer Agent from shareholders of the Funds and credits (net of bank charges) earned with respect to balances in accounts the Transfer Agent maintains in connection with its services to the Funds.

Distribution fees

The Funds have an agreement with the Distributor for distribution services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, each Fund paid a fee at an annual rate of up to 0.25% of each Fund’s average daily net assets attributable to Class 2 shares and a fee at an annual rate of up to 0.125% of each Fund’s average daily net assets attributable to Class 3 shares.

Expenses waived/reimbursed by the Investment Manager and its affiliates

For the year ended Dec. 31, 2010, the Investment Manager and its affiliates waived/reimbursed certain fees and expenses such that net expenses (excluding fee and expenses of acquired funds*), including any applicable adjustments under the terms of a performance incentive arrangement, were as follows:


Fund	Class 1			Class 2			Class 3
RiverSource VP — Global Bond Fund		0.85	%		1.10	%		N/A
RiverSource VP — S&P 500 Index Fund		N/A			N/A			0.53	%
Seligman VP — Larger-Cap Value Fund		N/A			1.22			1.08
Seligman VP — Smaller-Cap Value Fund		N/A			1.33			1.20
VP — Davis New York Venture Fund		N/A			N/A			1.05
VP — Goldman Sachs Mid Cap Value Fund		N/A			N/A			1.05
VP — Partners Small Cap Value Fund		1.09			N/A			1.22

The waived/reimbursed fees and expenses for the transfer agency fees at the class level were as follows:


Fund	Class 1		Class 2		Class 3
RiverSource VP — Global Bond Fund	$	45,774	$	42		—
Seligman VP — Larger-Cap Value Fund		—		12		—
Seligman VP — Smaller-Cap Value Fund		—		7		—
VP — Partners Small Cap Value Fund		128,107		—		—

The management fees and other Fund level expenses waived/reimbursed at the Fund level were as follows:


Fund	Amount
RiverSource VP — S&P 500 Index Fund	$	29,508
Seligman VP — Larger-Cap Value Fund		6,416
Seligman VP — Smaller-Cap Value Fund		938
VP — Davis New York Venture Fund		6,926
VP — Goldman Sachs Mid Cap Value Fund		13,186
VP — Partners Small Cap Value Fund		7,066

Under an agreement which was effective until April 30, 2010, the Investment Manager and its affiliates contractually agreed to waive certain fees and reimburse certain expenses such that net expenses (excluding fees and expenses of acquired funds*),

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 425

Notes to Financial Statements (continued)

before giving effect to any performance incentive adjustment, would not exceed the following percentage of Class 3 average daily net assets:


Fund	Class 3
RiverSource VP — Global Bond Fund		0.96	%
RiverSource VP — Global Inflation Protected Securities Fund		0.74
RiverSource VP — Mid Cap Growth Fund		1.00
RiverSource VP — S&P 500 Index Fund		0.53
Seligman VP — Larger-Cap Value Fund		1.04
Seligman VP — Smaller-Cap Value Fund		1.12
VP — Davis New York Venture Fund		0.99
VP — Goldman Sachs Mid Cap Value Fund		1.14
VP — Partners Small Cap Value Fund		1.20

Effective May 1, 2010, the Investment Manager and its affiliates have contractually agreed to waive certain fees and reimburse certain expenses until April 30, 2011, unless sooner terminated at the sole discretion of the Board, such that net expenses (excluding fees and expenses of acquired funds*), before giving effect to any applicable performance incentive adjustment, will not exceed the following percentage of the class’ average daily net assets:


Fund	Class 1			Class 2			Class 3
RiverSource VP — Global Bond Fund		0.845	%		1.095	%		0.97	%
RiverSource VP — Global Inflation Protected Securities Fund		0.635			0.885			0.76
RiverSource VP — Mid Cap Growth Fund		0.955			1.205			1.08
RiverSource VP — S&P 500 Index Fund		N/A			N/A			0.53
Seligman VP — Larger-Cap Value Fund		0.925			1.175			1.05
Seligman VP — Smaller-Cap Value Fund		1.025			1.275			1.15
Threadneedle VP — Emerging Markets Fund		1.405			1.655			1.53
VP — Davis New York Venture Fund		0.865			1.115			0.99
VP — Goldman Sachs Mid Cap Value Fund		1.075			1.325			1.20
VP — Partners Small Cap Value Fund		1.075			1.325			1.20

For the year ended Dec. 31, 2010, the waiver was not invoked for RiverSource VP — Global Inflation Protected Securities Fund, RiverSource VP — Mid Cap Growth Fund and Threadneedle VP — Emerging Markets Fund since the Fund’s expenses were below the cap amount.

From time to time, the Investment Manager and its affiliates may limit the expenses of RiverSource VP — Cash Management Fund for the purpose of increasing the yield. This expense limitation policy may be revised or terminated at any time without notice.


*		In addition to the fees and expenses which each Fund bears 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 each Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by each Fund will vary.


5.	SECURITIES TRANSACTIONS

For the year ended Dec. 31, 2010, cost of purchases and proceeds from sales or maturities of securities aggregated $8,785,355,770 and $8,907,202,288 respectively, for RiverSource VP — Cash Management Fund. Cost of purchases and

426 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

proceeds from sales or maturities of securities (other than short-term obligations, but including any applicable mortgage dollar rolls) aggregated for each Fund were as follows:


Fund	Purchases		Proceeds
RiverSource VP — Balanced Fund	$	1,561,232,703	$	1,696,411,923
RiverSource VP — Diversified Bond Fund		19,984,633,729		22,352,037,420
RiverSource VP — Diversified Equity Income Fund		844,175,757		1,970,343,127
RiverSource VP — Dynamic Equity Fund		1,127,927,464		1,338,185,347
RiverSource VP — Global Bond Fund		1,024,558,961		1,141,550,253
RiverSource VP — Global Inflation Protected Securities Fund		1,814,695,809		1,546,199,467
RiverSource VP — High Yield Bond Fund		585,880,491		665,118,289
RiverSource VP — Income Opportunities Fund		1,079,839,247		2,019,143,742
RiverSource VP — Mid Cap Growth Fund		365,418,443		427,662,792
RiverSource VP — Mid Cap Value Fund		855,812,044		413,396,913
RiverSource VP — S&P 500 Index Fund		45,071,650		74,187,218
RiverSource VP — Short Duration U.S. Government Fund		3,115,431,968		2,446,656,783
Seligman VP — Growth Fund		340,670,655		382,658,521
Seligman VP — Larger-Cap Value Fund		11,270,512		851,586
Seligman VP — Smaller-Cap Value Fund		4,168,563		14,695,276
Threadneedle VP — Emerging Markets Fund		775,400,785		814,393,824
Threadneedle VP — International Opportunity Fund		382,065,434		470,730,863
VP — Davis New York Venture Fund		485,146,648		1,169,050,864
VP — Goldman Sachs Mid Cap Value Fund		1,114,871,613		392,499,788
VP — Partners Small Cap Value Fund		692,206,852		853,112,199

Realized gains and losses on investment sales are determined on an identified cost basis.


6.	SHARE TRANSACTIONS

Transactions in shares for each Fund for the periods indicated were as follows:


	RiverSource VP —						RiverSource VP —						RiverSource VP —
	Balanced Fund						Cash Management Fund						Diversified Bond Fund
Year ended Dec. 31,	2010			2009			2010			2009			2010			2009
Class 1 ^(a)

Sold		N/A			N/A			216,030,881			N/A			421,510,569			N/A
Reinvested distributions		N/A			N/A			11,573			N/A			10,036,945			N/A
Redeemed		N/A			N/A			(3,216,072	)		N/A			(229,333,572	)		N/A

Net increase (decrease)		N/A			N/A			212,826,382			N/A			202,213,942			N/A

Class 2 ^(a)

Sold		N/A			N/A			6,418,636			N/A			337,691			N/A
Reinvested distributions		N/A			N/A			100			N/A			27			N/A
Redeemed		N/A			N/A			(2,589,260	)		N/A			(26,343	)		N/A

Net increase (decrease)		N/A			N/A			3,829,476			N/A			311,375			N/A

Class 3 ^(b)

Sold		336,517			8,946,290			107,184,234			214,592,355			21,732,196			117,440,618
Reinvested distributions		—			—			77,076			29,920,114			9,597,830			20,882,132
Redeemed		(13,627,282	)		(19,314,539	)		(446,859,208	)		(957,626,069	)		(393,954,951	)		(77,231,220	)

Net increase (decrease)		(13,290,765	)		(10,368,249	)		(339,597,898	)		(713,113,600	)		(362,624,925	)		61,019,530

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 427

Notes to Financial Statements (continued)


	RiverSource VP —
	Diversified Equity						RiverSource VP —						RiverSource VP —
	Income Fund						Dynamic Equity Fund						Global Bond Fund
Year ended Dec. 31,	2010			2009			2010			2009			2010			2009
Class 1 ^(a)

Sold		209,837,128			N/A			278			N/A			121,721,039			N/A
Reinvested distributions		—			N/A			—			N/A			3,347,772			N/A
Redeemed		(91,912,470	)		N/A			—			N/A			(32,141,347	)		N/A

Net increase (decrease)		117,924,658			N/A			278			N/A			92,927,464			N/A

Class 2 ^(a)

Sold		93,518			N/A			1,762			N/A			155,088			N/A
Reinvested distributions		—			N/A			—			N/A			1,607			N/A
Redeemed		(2,976	)		N/A			(90	)		N/A			(431	)		N/A

Net increase (decrease)		90,542			N/A			1,672			N/A			156,264			N/A

Class 3 ^(b)

Sold		7,228,957			73,024,457			610,295			1,890,598			8,055,479			31,329,796
Reinvested distributions		—			—			—			—			2,975,514			2,467,937
Redeemed		(229,981,959	)		(43,474,035	)		(14,162,837	)		(18,956,603	)		(112,357,796	)		(25,048,552	)

Net increase (decrease)		(222,753,002	)		29,550,422			(13,552,542	)		(17,066,005	)		(101,326,803	)		8,749,181


	RiverSource VP —
	Global Inflation						RiverSource VP —						RiverSource VP —
	Protected Securities Fund						High Yield Bond Fund						Income Opportunities Fund
Year ended Dec. 31,	2010			2009			2010			2009			2010			2009
Class 1 ^(a)

Sold		276,633,671			N/A			705			N/A			164,295,450			N/A
Reinvested distributions		5,432,119			N/A			73			N/A			8,897,213			N/A
Redeemed		(50,413,777	)		N/A			—			N/A			(94,398,502	)		N/A

Net increase (decrease)		231,652,013			N/A			778			N/A			78,794,161			N/A

Class 2 ^(a)

Sold		131,244			N/A			309,376			N/A			97,255			N/A
Reinvested distributions		14			N/A			72			N/A			59			N/A
Redeemed		(2,459	)		N/A			(1,619	)		N/A			(10,251	)		N/A

Net increase (decrease)		128,799			N/A			307,829			N/A			87,063			N/A

Class 3 ^(b)

Sold		17,386,637			142,862,636			1,478,914			9,641,261			8,744,327			93,900,471
Reinvested distributions		973,076			15,638,075			9,956,905			11,653,005			2,953,732			6,613,233
Redeemed		(233,384,486	)		(6,495,504	)		(22,083,104	)		(20,930,020	)		(175,245,945	)		(8,019,749	)

Net increase (decrease)		(215,024,773	)		152,005,207			(10,647,285	)		364,246			(163,547,886	)		92,493,955

428 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	RiverSource VP —						RiverSource VP —						RiverSource VP —
	Mid Cap Growth Fund						Mid Cap Value Fund						S&P 500 Index Fund
Year ended Dec. 31,	2010			2009			2010			2009			2010			2009
Class 1 ^(a)

Sold		376			N/A			66,666,171			N/A			N/A			N/A
Redeemed		—			N/A			(955,272	)		N/A			N/A			N/A

Net increase (decrease)		376			N/A			65,710,899			N/A			N/A			N/A

Class 2 ^(a)

Sold		9,255			N/A			30,678			N/A			N/A			N/A
Redeemed		(37	)		N/A			(1,350	)		N/A			N/A			N/A

Net increase (decrease)		9,218			N/A			29,328			N/A			N/A			N/A

Class 3 ^(b)

Sold		337,184			2,437,206			388,335			3,857,293			949,974			3,601,798
Redeemed		(5,296,135	)		(5,792,756	)		(14,985,940	)		(15,748,567	)		(5,164,024	)		(6,687,085	)

Net increase (decrease)		(4,958,951	)		(3,355,550	)		(14,597,605	)		(11,891,274	)		(4,214,050	)		(3,085,287	)


	RiverSource VP —						Seligman VP —						Seligman VP —
	Short Duration U.S. Government Fund						Growth Fund						Larger-Cap Value Fund
Year ended Dec. 31,	2010			2009			2010			2009			2010			2009
Class 1 ^(a)

Sold		70,367,028			N/A			789			N/A			524			N/A
Reinvested distributions		626,070			N/A			—			N/A			—			N/A
Redeemed		(290,455	)		N/A			—			N/A			—			N/A

Net increase (decrease)		70,702,643			N/A			789			N/A			524			N/A

Class 2 ^(a)

Sold		265,779			N/A			48,386			N/A			19,902			N/A
Reinvested distributions		5			N/A			—			N/A			—			N/A
Redeemed		(74,218	)		N/A			(1,425	)		N/A			(78	)		N/A

Net increase (decrease)		191,566			N/A			46,961			N/A			19,824			N/A

Class 3 ^(b)

Sold		5,167,177			12,799,796			652,560			3,581,919			1,430,581			785,897
Reinvested distributions		431,765			1,548,754			—			—			—			—
Redeemed		(16,380,340	)		(13,850,430	)		(7,775,094	)		(27,082,827	)		(250,668	)		(475,905	)

Net increase (decrease)		(10,781,398	)		498,120			(7,122,534	)		(23,500,908	)		1,179,913			309,992

Seligman VP —

Smaller-Cap

Threadneedle VP —

Threadneedle VP — International

Value Fund

Emerging Markets Fund ^(c)

Opportunity Fund

Year ended Dec. 31,

2010

2009

2010

2009

2010

2009

Class 1 ^(a)

Sold

481

N/A

32,795,468

N/A

469

N/A

Reinvested distributions

—

N/A

238,868

N/A

Redeemed

—

N/A

(5,708,163

)

N/A

—

N/A

Net increase (decrease)

481

N/A

27,326,173

N/A

474

N/A

Class 2 ^(a)

Sold

16,715

N/A

114,857

N/A

44,306

N/A

Reinvested distributions

—

N/A

104

N/A

Redeemed

(194

)

N/A

(535

)

N/A

(110

)

N/A

Net increase (decrease)

16,521

N/A

114,426

N/A

44,210

N/A

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 429

Notes to Financial Statements (continued)


	Seligman VP —
	Smaller-Cap						Threadneedle VP —						Threadneedle VP — International
	Value Fund						Emerging Markets Fund ^(c)						Opportunity Fund
Year ended Dec. 31,	2010			2009			2010			2009			2010			2009
Class 3 ^(b)

Sold		286,697			542,210			2,528,647			18,439,107			597,882			1,701,981
Reinvested distributions		—			—			650,701			251,842			726,618			894,590
Redeemed		(1,315,804	)		(2,385,777	)		(32,089,150	)		(40,079,888	)		(9,819,524	)		(12,810,462	)

Net increase (decrease)		(1,029,107	)		(1,843,567	)		(28,909,802	)		(21,388,939	)		(8,495,024	)		(10,213,891	)


	VP — Davis New York						VP — Goldman Sachs						VP — Partners Small Cap
	Venture Fund						Mid Cap Value Fund						Value Fund
Year ended Dec. 31,	2010			2009			2010			2009			2010			2009
Class 1 ^(a)

Sold		238,210,241			N/A			80,218,627			N/A			94,919,123			N/A
Redeemed		(103,314,104	)		N/A			(922,393	)		N/A			(18,431,363	)		N/A

Net increase (decrease)		134,896,137			N/A			79,296,234			N/A			76,487,760			N/A

Class 2 ^(a)

Sold		48,700			N/A			47,813			N/A			32,104			N/A
Redeemed		(1,512	)		N/A			(628	)		N/A			(340	)		N/A

Net increase (decrease)		47,188			N/A			47,185			N/A			31,764			N/A

Class 3 ^(b)

Sold		11,175,356			122,164,387			210,610			245,250			3,402,838			18,147,651
Redeemed		(228,996,319	)		(19,854,078	)		(289,310	)		(516,042	)		(92,569,004	)		(12,370,395	)

Net increase (decrease)		(217,820,963	)		102,310,309			(78,700	)		(270,792	)		(89,166,166	)		5,777,256


^(a)		For the period from May 3, 2010 (when shares become available) to Dec. 31, 2010.
^(b)		Prior to April 30, 2010, Class 3 was an unnamed class of shares.
^(c)		Following the close of business on Feb. 13, 2009, Threadneedle VP — Emerging Markets Fund issued approximately 7,500,350 shares to the subaccounts owned by RiverSource Life and RiverSource Life of NY in exchange for securities valued at $41,979,743 and cash in the amount of $21,494,966.


7.	LENDING OF PORTFOLIO SECURITIES

Each Fund has entered into a Master Securities Lending Agreement (the Agreement) with JPMorgan Chase Bank, National Association (JPMorgan). The Agreement authorizes JPMorgan as lending agent to lend securities to authorized borrowers in order to generate additional income on behalf of each Fund. Pursuant to the Agreement, the securities loaned are secured by cash or U.S. government securities equal to at least 100% of the market value of the loaned securities. Any additional collateral required to maintain those levels due to market fluctuations of the loaned securities is delivered the following business day. Cash collateral received is invested by the lending agent on behalf of each Fund into authorized investments pursuant to the Agreement. The investments made with the cash collateral are listed in the Portfolios of Investments. The values of such investments and any uninvested cash collateral are disclosed in the Statements of Assets and Liabilities along

430 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

with the related obligation to return the collateral upon the return of the securities loaned. At Dec. 31, 2010, securities on loan were as follows:


			U.S. government
	Securities		securities		Cash collateral
Fund	value		value		value
RiverSource VP — Balanced Fund	$	103,619,732	$	—	$	114,068,917
RiverSource VP — Diversified Bond Fund		509,932,853		22,189,651		496,564,519
RiverSource VP — Diversified Equity Income Fund		528,462,462		—		540,899,944
RiverSource VP — Dynamic Equity Fund		199,271,803		—		205,245,797
RiverSource VP — Global Bond Fund		29,810,165		12,369,066		17,884,231
RiverSource VP — Global Inflation Protected Securities Fund		663,823,744		17,478,390		659,445,560
RiverSource VP — High Yield Bond Fund		52,010,287		—		53,197,021
RiverSource VP — Income Opportunities Fund		233,143,531		—		238,467,299
RiverSource VP — Mid Cap Growth Fund		106,277,595		37,281		109,950,272
RiverSource VP — Mid Cap Value Fund		98,992,917		—		101,947,194
RiverSource VP — S&P 500 Index Fund		27,508,217		—		28,203,008
RiverSource VP — Short Duration U.S. Government Fund		295,412,605		—		301,081,781
Seligman VP — Growth Fund		29,985,339		—		30,811,261
Seligman VP — Larger-Cap Value Fund		4,461,012		—		4,574,846
Seligman VP — Smaller-Cap Value Fund		17,288,586		—		17,769,111
Threadneedle VP — Emerging Markets Fund		8,397,994		—		8,942,282
Threadneedle VP — International Opportunity Fund		26,881,604		—		28,012,798
VP — Davis New York Venture Fund		168,132,274		—		172,837,238
VP — Partners Small Cap Value Fund		362,384,306		—		373,425,460

Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMorgan will indemnify each Fund from losses resulting from a borrower’s failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. The Investment Manager is not responsible for any losses incurred by the Funds in connection with the securities lending program. Loans are subject to termination by each Fund or the borrower at any time, and are, therefore, not considered to be illiquid investments.

Pursuant to the Agreement, each Fund receives income for lending its securities either in the form of fees or by earning interest on invested cash collateral, net of negotiated rebates paid to borrowers and fees paid to the lending agent for services provided and any other securities lending expenses. Net income earned from securities lending for the year ended Dec. 31, 2010, included in the Statements of Operations, is as follows:


Fund	Net Income
RiverSource VP — Balanced Fund	$	179,166
RiverSource VP — Diversified Bond Fund		1,223,430
RiverSource VP — Diversified Equity Income Fund		1,350,610
RiverSource VP — Dynamic Equity Fund		610,628
RiverSource VP — Global Bond Fund		43,119
RiverSource VP — Global Inflation Protected Securities Fund		696,235
RiverSource VP — High Yield Bond Fund		126,486
RiverSource VP — Income Opportunities Fund		602,739
RiverSource VP — Mid Cap Growth Fund		884,755
RiverSource VP — Mid Cap Value Fund		229,583
RiverSource VP — S&P 500 Index Fund		34,264
RiverSource VP — Short Duration U.S. Government Fund		129,524
Seligman VP — Growth Fund		38,183
Seligman VP — Larger-Cap Value Fund		1,683
Seligman VP — Smaller-Cap Value Fund		13,039
Threadneedle VP — Emerging Markets Fund		127,085
Threadneedle VP — International Opportunity Fund		304,750
VP — Davis New York Venture Fund		476,468
VP — Partners Small Cap Value Fund		1,072,331

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 431

Notes to Financial Statements (continued)

Each Fund also continues to earn interest and dividends on the securities loaned.


8.	OPTIONS CONTRACTS WRITTEN

Contracts and premiums associated with options contracts written during the year ended Dec. 31, 2010 were as follows:

RiverSource VP — Balanced Fund


	Calls						Puts
	Contracts			Premiums			Contracts			Premiums
Balance Dec. 31, 2009		—		$	—			—		$	—
Opened		15,530,040			71,426			221			107,023
Closed		(15,530,040	)		(71,426	)		(111	)		(45,845	)
Expired		—			—			(110	)		(61,178	)

Balance Dec. 31, 2010		—		$	—			—		$	—

RiverSource VP — Diversified Bond Fund


	Calls						Puts
	Contracts			Premiums			Contracts			Premiums
Balance Dec. 31, 2009		120,000,000		$	7,878,000			120,000,000		$	7,878,000
Opened		269,916,279			1,478,328			2,871			1,391,860
Closed		(389,916,279	)		(9,356,328	)		(120,001,467	)		(8,487,612	)
Expired		—			—			(1,404	)		(782,248	)

Balance Dec. 31, 2010		—		$	—			—		$	—

RiverSource VP — Global inflation Protected Securities Fund


	Calls						Puts
	Contracts			Premiums			Contracts			Premiums
Balance Dec. 31, 2009		—		$	—			—		$	—
Opened		402			106,703			1,440			616,761
Closed		—			—			(1,213	)		(517,552	)
Expired		(402	)		(106,703	)		(227	)		(99,209	)

Balance Dec. 31, 2010		—		$	—			—		$	—

RiverSource VP — Mid Cap Growth Fund


	Calls
	Contracts			Premiums
Balance Dec. 31, 2009		—		$	—
Opened		4,229			319,256
Closed		(3,370	)		(216,245	)
Exercised		(203	)		(24,793	)
Expired		(656	)		(78,218	)

Balance Dec. 31, 2010		—		$	—


9.	AFFILIATED MONEY MARKET FUND

Each Fund, except for RiverSource VP — Cash Management Fund, may invest its daily cash balance in Columbia Short-Term Cash Fund (formerly known as RiverSource Short-Term Cash Fund), a money market fund established for the exclusive use of certain funds managed by the Investment Manager and other institutional clients of the Investment Manager. The cost of

432 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

purchases and proceeds from sales of shares of Columbia Short-Term Cash Fund aggregated for each Fund for the year ended Dec. 31, 2010, were as follows:


Fund	Purchases		Proceeds
RiverSource VP — Balanced Fund	$	275,124,703	$	318,565,075
RiverSource VP — Diversified Bond Fund		3,676,963,002		3,781,413,805
RiverSource VP — Diversified Equity Income Fund		1,276,645,027		1,326,740,822
RiverSource VP — Dynamic Equity Fund		242,219,776		235,600,530
RiverSource VP — Global Bond Fund		480,112,719		462,321,921
RiverSource VP — Global Inflation Protected Securities Fund		1,039,520,286		1,120,959,941
RiverSource VP — High Yield Bond Fund		322,107,019		342,974,272
RiverSource VP — Income Opportunities Fund		1,139,012,466		1,137,428,218
RiverSource VP — Mid Cap Growth Fund		136,902,305		131,851,029
RiverSource VP — Mid Cap Value Fund		629,491,396		616,279,610
RiverSource VP — S&P 500 Index Fund		28,451,287		28,003,274
RiverSource VP — Short Duration U.S. Government Fund		899,343,378		909,634,683
Seligman VP — Growth Fund		86,351,166		85,978,981
Seligman VP — Larger-Cap Value Fund		8,743,878		8,333,102
Seligman VP — Smaller-Cap Value Fund		7,850,774		7,798,477
Threadneedle VP — Emerging Markets Fund		327,496,207		321,347,936
Threadneedle VP — International Opportunity Fund		134,266,775		140,368,596
VP — Davis New York Venture Fund		1,005,894,384		1,045,747,071
VP — Goldman Sachs Mid Cap Value Fund		765,000,978		738,785,269
VP — Partners Small Cap Value Fund		441,180,581		448,865,700

The income distributions received with respect to each Fund’s investment in Columbia Short-Term Cash Fund can be found in the Statements of Operations and each Fund’s invested balance in Columbia Short-Term Cash Fund can be found in the Portfolios of Investments.


10.	BANK BORROWINGS

Each Fund has entered into a revolving credit facility with a syndicate of banks led by JPMorgan Chase Bank, N.A. (the Administrative Agent), whereby each Fund may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The credit facility became effective on Oct. 14, 2010, replacing a prior credit facility. The credit facility agreement, which is a collective agreement between each Fund and certain other funds managed by the Investment Manager, severally and not jointly, permits collective borrowings up to $300 million. The borrowers shall have the right, upon written notice to the Administrative Agent, to request an increase of up to $200 million in the aggregate amount of the credit facility from new or existing lenders, provided that the aggregate amount of the credit facility shall at no time exceed $500 million. Participation in such increase by any existing lender shall be at such lender’s sole discretion. Interest is charged to each fund based on its borrowings at a rate equal to the sum of the federal funds rate plus (i) 1.25% per annum plus (ii) if one-month LIBOR exceeds the federal funds rate, the amount of such excess. Each borrowing under the credit facility matures no later than 60 days after the date of borrowing. Each Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.10% per annum.

Prior to Oct. 14, 2010, the credit facility agreement, which was a collective agreement between each Fund and certain other funds managed by the Investment Manager, severally and not jointly, permitted collective borrowings up to $300 million. Each Fund also paid a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.10% per annum, in addition to an upfront fee equal to its pro rata share of 0.04% of the amount of the credit facility. Each Fund had no borrowings during the year ended Dec. 31, 2010.


11.	INVESTMENTS IN STRUCTURED INVESTMENT VEHICLES

In 2007 and 2008 structured investment vehicles (SIVs) generally experienced a significant decrease in liquidity as a result of the reduction in demand for asset-backed commercial paper as well as the lack of liquidity and overall volatility in the markets for the collateral underlying these investment structures. On April 29, 2009, RiverSource VP — Cash Management Fund (Cash Management) chose the cash payout option in the restructuring of WhistleJacket Capital LLC (WJC) and received cash proceeds totaling $7.4 million on its remaining $9.2 million principal in WJC. Cash Management recognized a loss of

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 433

Notes to Financial Statements (continued)

$1.8 million on the transaction. The loss recognized on April 29, 2009 is reflected in the Statement of Changes, and was not material to Cash Management’s $1 net asset value per share. Cash Management held no SIV positions at Dec. 31, 2010.


12.	PAYMENTS BY AFFILIATE

From Sept. 14, 2009 through Dec. 31, 2009, Ameriprise Financial paid approximately $1.0 million to RiverSource VP — Cash Management Fund (the Fund). From Jan. 1, 2010 through Dec. 31, 2010, Ameriprise Financial paid approximately $2.2 million to the Fund. These payments reimbursed the Fund for prior year losses on securities and provided support to the Fund’s $1.00 net asset value per share. These reimbursements were voluntary, could have been discontinued at any time and do not contractually obligate Ameriprise Financial to reimburse future realized or unrealized losses that may occur. These amounts are recorded on the Statements of Operations and the Statements of Changes in Net Assets as increases from payments by affiliate.

During the year ended Dec. 31, 2010, VP — Goldman Sachs Mid Cap Value received a payment of $22,763 from an affiliated party as a reimbursement for certain security transactions costs.


13.	PROCEEDS FROM REGULATORY SETTLEMENT

During the year ended Dec. 31, 2009, as a result of a settlement of an administrative proceeding brought by the Securities and Exchange Commission against unaffiliated third parties relating to market timing and/or late trading of mutual funds, RiverSource VP — Cash Management Fund, Threadneedle VP — Emerging Markets Fund and Threadneedle VP — International Opportunity Fund received $2,995, $9,123 and $170,135, respectively, which represented the Funds’ portion of the proceeds from the settlements (the Funds were not party to the proceeding). The proceeds received by the Funds were recorded as an increase to additional paid-in capital.


14.	FEDERAL TAX INFORMATION

Net investment income (loss) and net realized gains (losses) may differ for financial statement and tax purposes primarily because of futures and options contracts, foreign currency transactions, passive foreign investment company (PFIC) holdings, investments in partnerships, post-October losses, foreign tax credits and losses deferred due to wash sales. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains were recorded by the Funds.

In the Statements of Assets and Liabilities, as a result of permanent book-to-tax differences, undistributed (excess of distributions over) net investment income and accumulated net realized gain (loss) have been increased (decreased), resulting in a net reclassification adjustment to increase (decrease) paid-in capital by the following:


	Undistributed
	(excess of
	distributions over)		Accumulated			Additional
	net investment		net realized			paid-in capital
Fund	income		gain (loss)			increase (decrease)
RiverSource VP — Cash Management Fund	$	—	$	—		$	—
RiverSource VP — Diversified Bond Fund		8,700,764		(8,700,764	)		—
RiverSource VP — Global Bond Fund		6,402,304		(6,402,304	)		—
RiverSource VP — Global Inflation Protected Securities Fund		65,477,728		(65,477,728	)		—
RiverSource VP — High Yield Bond Fund		129,823		74,282,772			(74,412,595	)
RiverSource VP — Income Opportunities Fund		59,549		(59,549	)		—
RiverSource VP — Short Duration U.S. Government Fund		1,891,893		(1,891,893	)		—
Threadneedle VP — Emerging Markets Fund		5,405,098		(5,405,098	)		—
Threadneedle VP — International Opportunity Fund		771,585		72,283,978			(73,055,563	)

434 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

The tax character of distributions paid for the years indicated was as follows:


	2010				2009
	Ordinary		Long term		Ordinary		Long-term
Year ended Dec. 31,	income		capital gain		Income		capital gain
RiverSource VP — Cash Management Fund	$	88,720	$	—	$	940,288	$	—
RiverSource VP — Diversified Bond Fund		209,992,016		—		211,460,070		—
RiverSource VP — Global Bond Fund		72,733,938		—		27,430,312		—
RiverSource VP — Global Inflation Protected Securities Fund		59,397,779		628,759		140,996,209		—
RiverSource VP — High Yield Bond Fund		62,430,707		—		66,133,408		—
RiverSource VP — Income Opportunities Fund		115,487,853		—		61,732,606		—
RiverSource VP — Short Duration U.S. Gov’t Fund		10,885,174		—		15,349,954		—
Threadneedle VP — Emerging Markets Fund		13,645,187		—		2,956,575		—
Threadneedle VP — International Opportunity Fund		7,376,457		—		8,000,000		—

At Dec. 31, 2010, the components of distributable earnings on a tax basis for each Fund treated as a RIC are as follows:


	Undistributed		Undistributed					Unrealized
	ordinary		accumulated		Accumulated			appreciation
Fund	income		long-term gain		realized loss			(depreciation)
RiverSource VP — Cash Management Fund	$	5,075	$	—	$	(2,605,202	)	$	(26,841	)
RiverSource VP — Diversified Bond Fund		185,573,012		—		(22,490,998	)		112,483,705
RiverSource VP — Global Bond Fund		9,254,951		7,377,086		(1,320,477	)		71,544,335
RiverSource VP — Global Inflation Protected Securities Fund		228,228,903		15,130,136		(4,285,587	)		(240,753,795	)
RiverSource VP — High Yield Bond Fund		53,150,285		—		(145,932,379	)		47,348,083
RiverSource VP — Income Opportunities Fund		111,777,654		30,473,669		—			60,836,897
RiverSource VP — Short Duration U.S. Government Fund		11,334,507		—		(13,161,233	)		1,352,706
Threadneedle VP — Emerging Markets Fund		4,571,221		14,662,545		—			198,786,704
Threadneedle VP — International Opportunity Fund		794,026		—		(199,117,745	)		106,647,440

For federal income tax purposes, capital loss carry-overs at Dec. 31, 2010 were as follows:


Fund	Carry-over
RiverSource VP — Cash Management Fund	$	2,605,202
RiverSource VP — Diversified Bond Fund		21,568,860
RiverSource VP — High Yield Bond Fund		145,932,379
RiverSource VP — Short Duration U.S. Government Fund		10,526,633
Threadneedle VP — International Opportunity Fund		199,117,745

At the end of the most recent fiscal year, if the capital loss carry-overs are not offset by subsequent capital gains, they will expire as follows:


Fund	2011		2013		2015		2016
RiverSource VP — Cash Management Fund	$	—	$	150	$	1,337	$	282,517
RiverSource VP — Diversified Bond Fund		—		—		—		—
RiverSource VP — High Yield Bond Fund		—		760,493		—		72,914,336
RiverSource VP — Income Opportunities Fund		—		—		—		—
RiverSource VP — Short Duration U.S. Government Fund		—		—		—		—
Threadneedle VP — International Opportunity Fund		21,881,478		—		—		28,239,702


Fund	2017		2018
RiverSource VP — Cash Management Fund	$	2,314,644	$	6,554
RiverSource VP — Diversified Bond Fund		21,568,860		—
RiverSource VP — High Yield Bond Fund		72,257,550		—
RiverSource VP — Income Opportunities Fund		—		—
RiverSource VP — Short Duration U.S. Government Fund		10,526,633		—
Threadneedle VP — International Opportunity Fund		148,996,565		—

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 435

Notes to Financial Statements (continued)

For the year ended Dec. 31, 2010, the capital loss carry-over was utilized and/or expired as follow:


Fund	Utilized		Expired
RiverSource VP — Diversified Bond Fund	$	154,091,637	$	—
RiverSource VP — Global Bond Fund		5,799,019		—
RiverSource VP — High Yield Bond Fund		31,903,646		74,412,595
RiverSource VP — Income Opportunities Fund		76,483,626		—
RiverSource VP — Short Duration U.S. Government Fund		10,085,983		—
Threadneedle VP — Emerging Markets Fund		134,158,545		—
Threadneedle VP — International Opportunity Fund		17,527,517		73,055,563

It is unlikely the Board will authorize a distribution of any net realized capital gains until the available capital loss carry-overs have been offset or expire. There is no assurance that the Funds will be able to utilize all of their capital loss carry-overs before they expire.

Because the measurement periods for a RICs income are different for excise tax purposes versus income tax purposes, special rules are in place to protect the amount of earnings and profits needed to support excise tax distributions. As a result, the Funds are permitted to treat net capital losses and net currency losses realized between Nov. 1, 2010 and their fiscal year end (post-October loss) as occurring on the first day of the following tax year. At Dec. 31, 2010, post-October losses that are treated for income tax purposes as occurring on Jan. 1, 2011 were as follows:


Fund	Post-October loss
RiverSource VP — Diversified Bond Fund	$	922,138
RiverSource VP — Global Bond Fund		1,320,477
RiverSource VP — Global Inflation Protected Securities Fund		4,285,587
RiverSource VP — Short Duration U.S. Government Fund		2,634,600


15.	RISKS RELATING TO CERTAIN INVESTMENTS

For RiverSource VP — Global Bond Fund and RiverSource VP — Global Inflation Protected Securities Fund:

Non — diversification risk

Each Fund is non-diversified. 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 each Fund’s performance, each Fund may be more exposed to the risks of loss and volatility than a fund that invests more broadly.

For RiverSource VP — Global Bond Fund, Threadneedle VP — Emerging Markets Fund and Threadneedle VP — International Opportunity Fund:

Foreign/emerging markets risk

Investments in foreign securities involve certain risks not associated with investments in U.S. companies. 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 organized, domiciled or doing substantial business in emerging markets.

For RiverSource VP — Global Inflation Protected Securities Fund:

Foreign risk

Investments in foreign securities involve certain risks not associated with investments in U.S. companies. 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 or events occurring in the country, as well as fluctuations in its currency and the risks associated with less developed custody and settlement practices.

436 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Inflation protected securities risk

Inflation-protected debt securities tend to react to change in real interest rates (i.e., nominal interest rates minus the expected impact of inflation). In general, the price of such securities falls when real interest rates rise, and rises when real interest rates fall. Interest payments on these securities will vary 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 will not grow with inflation unless the shareholder reinvests the portion of Fund distributions that comes from inflation adjustments.


16.	SUBSEQUENT EVENTS

Management has evaluated Fund related events and transactions that occurred during the period from the date of the Statements of Assets and Liabilities through the date of issuance of each Fund’s financial statements. There were no events or transactions that occurred during the period that materially impacted the amounts or disclosures in each Fund’s financial statements.


17.	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 legacy 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 August 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 (the Supreme Court), asking the Supreme Court to stay the District Court proceedings while the 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 issued its ruling in Jones v. Harris Associates, and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded the case to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates. On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates. On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, plaintiffs filed a notice of appeal with the Eighth Circuit.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 437

Notes to Financial Statements (continued)

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.

438 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Report of Independent Registered Public
Accounting Firm

To the Board of Trustees and Shareholders of RiverSource VP – Balanced Fund, RiverSource VP – Cash Management Fund, RiverSource VP – Diversified Bond Fund, RiverSource VP – Diversified Equity Income Fund, RiverSource VP – Dynamic Equity Fund, RiverSource VP – Global Bond Fund, RiverSource VP – Global Inflation Protected Securities Fund, RiverSource VP – High Yield Bond Fund, RiverSource VP – Income Opportunities Fund, RiverSource VP – Mid Cap Growth Fund, RiverSource VP – Mid Cap Value Fund, RiverSource VP – S&P 500 Index Fund, RiverSource VP – Short Duration U.S. Government Fund, Seligman VP – Growth Fund, Seligman VP – Larger-Cap Value Fund, Seligman VP – Smaller-Cap Value Fund, Threadneedle VP – Emerging Markets Fund, and Threadneedle VP – International Opportunity Fund, VP – Davis New York Venture Fund, VP – Goldman Sachs Mid Cap Value Fund and VP – Partners Small Cap Value Fund:

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of RiverSource VP – Balanced Fund, RiverSource VP – Cash Management Fund, RiverSource VP – Diversified Bond Fund, RiverSource VP – Diversified Equity Income Fund, RiverSource VP – Dynamic Equity Fund, RiverSource VP – Global Bond Fund, RiverSource VP – Global Inflation Protected Securities Fund, RiverSource VP – High Yield Bond Fund, RiverSource VP – Income Opportunities Fund, RiverSource VP – Mid Cap Growth Fund, RiverSource VP – Mid Cap Value Fund, RiverSource VP – S&P 500 Index Fund, RiverSource VP – Short Duration U.S. Government Fund, Seligman VP – Growth Fund, Seligman VP – Larger-Cap Value Fund, Seligman VP – Smaller-Cap Value Fund, Threadneedle VP – Emerging Markets Fund, Threadneedle VP – International Opportunity Fund, VP – Davis New York Venture Fund (formerly RiverSource Partners VP – Fundamental Value Fund), VP – Goldman Sachs Mid Cap Value Fund (formerly RiverSource Partners VP – Select Value Fund) and VP – Partners Small Cap Value Fund (formerly RiverSource Partners VP – Small Cap Value Fund) (the Funds) (twenty-one of the portfolios constituting the RiverSource Variable Series Trust) as of December 31, 2010, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of the Funds for the period ended December 31, 2006, were audited by other auditors whose report dated February 20, 2007, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 439

Report of Independent Registered Public Accounting Firm (continued)

In our opinion, the financial statements and financial highlights audited by us as referred to above present fairly, in all material respects, the financial position of each of the Funds listed above constituting portfolios within RiverSource Variable Series Trust at December 31, 2010, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota

February 23, 2011

440 RIVERSOURCE VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

RiverSource VP – Limited Duration Bond Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


	Coupon			Principal
Issuer	rate			amount		Value

Corporate Bonds & Notes (96.7%)
BANKING (6.9%)
ANZ National International Ltd. Bank Guaranteed (a)
08/10/15		3.125	%	$	10,360,000	$	10,248,413
American Express Credit Corp. Senior Unsecured
08/25/14		5.125	%		7,000,000		7,547,288
BB&T Corp.
04/29/16		3.950	%		5,455,000		5,630,335
Bank of America Corp. Senior Unsecured (b)
05/15/14		7.375	%		14,200,000		15,784,436
Citigroup, Inc. Senior Unsecured
10/15/14		5.500	%		15,400,000		16,592,684
Goldman Sachs Group, Inc. (The) Senior Notes (b)
08/01/15		3.700	%		19,060,000		19,420,463
HSBC Bank PLC Senior Notes (a)
06/28/15		3.500	%		6,080,000		6,206,679
JPMorgan Chase & Co. Senior Unsecured
01/20/15		3.700	%		9,800,000		10,141,902
JPMorgan Chase & Co. (b) Senior Unsecured
06/24/15		3.400	%		9,750,000		9,957,249
01/15/16		2.600	%		9,000,000		8,750,710
KeyCorp Senior Notes (b)
08/13/15		3.750	%		3,890,000		3,899,782
Morgan Stanley Senior Unsecured (b)
11/02/15		3.450	%		19,630,000		19,138,386
Royal Bank of Scotland PLC (The) Bank Guaranteed (b)
09/21/15		3.950	%		7,790,000		7,629,092
Santander U.S. Debt SA Unipersonal Bank Guaranteed (a)
10/07/15		3.781	%		15,200,000		14,253,234
Wells Fargo & Co. Senior Notes (b)
04/15/15		3.625	%		7,500,000		7,777,072

Total							162,977,725


CHEMICALS (2.1%)
Dow Chemical Co. (The) Senior Unsecured
02/15/15		5.900	%		43,387,000		48,037,826
Invista (a)
05/01/12		9.250	%		1,699,000		1,725,182

Total							49,763,008


CONSTRUCTION MACHINERY (1.1%)
Case New Holland, Inc.
09/01/13		7.750	%		13,430,000		14,437,250
Manitowoc Co., Inc. (The)
11/01/13		7.125	%		7,830,000		7,898,513
Terex Corp. (b)
01/15/14		7.375	%		4,600,000		4,657,500

Total							26,993,263


CONSUMER PRODUCTS (1.1%)
Clorox Co. Senior Unsecured
10/15/17		5.950	%		12,500,000		13,946,737
Fortune Brands, Inc. Senior Unsecured
06/15/14		6.375	%		10,684,000		11,578,956

Total							25,525,693


ELECTRIC (20.6%)
Appalachian Power Co. Senior Unsecured
05/24/15		3.400	%		15,360,000		15,744,332
Arizona Public Service Co. Senior Unsecured
10/15/11		6.375	%		4,500,000		4,686,192
05/15/15		4.650	%		10,000,000		10,510,170
08/01/16		6.250	%		5,000,000		5,588,255
Arizona Public Service Co. (b) Senior Unsecured
06/30/14		5.800	%		6,750,000		7,422,577
Baltimore Gas & Electric Co. Senior Unsecured
07/01/13		6.125	%		7,385,000		8,150,426
CMS Energy Corp. Senior Unsecured
09/30/15		4.250	%		5,000,000		4,950,000
12/15/15		6.875	%		19,299,000		21,059,185
CenterPoint Energy Houston Electric LLC
03/01/14		7.000	%		17,950,000		20,520,987
Cleveland Electric Illuminating Co. (The) Senior Unsecured
12/15/13		5.650	%		19,408,000		21,222,376
Consumers Energy Co. 1st Mortgage
02/15/14		6.000	%		4,700,000		5,207,008
03/15/15		5.000	%		15,201,000		16,339,889
08/15/16		5.500	%		3,930,000		4,416,298
DTE Energy Co. Senior Unsecured
05/15/14		7.625	%		36,945,000		42,583,620
06/01/16		6.350	%		2,274,000		2,557,099
Dominion Resources, Inc. Senior Unsecured
08/01/33		5.250	%		29,463,000		32,432,399
Duke Energy Corp. Senior Unsecured
02/01/14		6.300	%		34,024,000		37,897,462
Indiana Michigan Power Co. Senior Unsecured
11/01/12		6.375	%		850,000		917,494
11/15/14		5.050	%		6,257,000		6,713,817
Metropolitan Edison Co. Senior Unsecured
03/15/13		4.950	%		2,331,000		2,457,501
04/01/14		4.875	%		1,000,000		1,051,431
Midamerican Energy Holdings Co. Senior Unsecured
02/15/14		5.000	%		4,881,000		5,246,821
Nevada Power Co.
01/15/15		5.875	%		38,824,000		43,292,487
03/15/16		5.950	%		1,685,000		1,891,246
Nisource Finance Corp.
03/01/13		6.150	%		9,935,000		10,838,131
09/15/17		5.250	%		5,150,000		5,410,013
Nisource Finance Corp. (b)
07/15/14		5.400	%		18,440,000		19,949,753
Ohio Edison Co. Senior Unsecured
05/01/15		5.450	%		16,432,000		17,856,556
Ohio Power Co. Senior Unsecured
09/01/13		5.750	%		330,000		361,436
Oncor Electric Delivery Co. LLC Senior Secured
01/15/15		6.375	%		18,891,000		21,422,432
PacifiCorp 1st Mortgage
09/15/13		5.450	%		1,945,000		2,131,119
Progress Energy, Inc. Senior Unsecured
03/15/14		6.050	%		22,956,000		25,493,648
Progress Energy, Inc. (b) Senior Unsecured
01/15/16		5.625	%		10,000,000		11,201,170
Sierra Pacific Power Co.
05/15/16		6.000	%		6,090,000		6,897,699
Sierra Pacific Power Co. (b)
09/01/13		5.450	%		4,020,000		4,382,841
TransAlta Corp. Senior Unsecured
01/15/15		4.750	%		38,404,000		40,577,724

Total							489,381,594


ENTERTAINMENT (0.9%)
Speedway Motorsports, Inc.
06/01/13		6.750	%		5,000,000		5,050,000
Time Warner, Inc. (b)
07/15/15		3.150	%		15,595,000		15,786,065

Total							20,836,065


ENVIRONMENTAL (0.3%)
Waste Management, Inc.
03/11/15		6.375	%		6,011,000		6,842,748


FOOD AND BEVERAGE (9.1%)
Anheuser-Busch InBev Worldwide, Inc. (a)
11/15/14		5.375	%		18,368,000		20,236,999
Anheuser-Busch InBev Worldwide, Inc. (a)(b)
01/15/14		7.200	%		30,315,000		34,668,082
Bacardi Ltd. (a)
04/01/14		7.450	%		12,980,000		14,930,920
ConAgra Foods, Inc. Senior Unsecured
04/15/14		5.875	%		1,520,000		1,682,821
06/15/17		5.819	%		13,637,000		14,802,609
Constellation Brands, Inc.
12/15/14		8.375	%		8,000,000		8,640,000
Del Monte Corp. (b)
02/15/15		6.750	%		14,555,000		14,864,294

See accompanying Notes to Financial Statements.

138 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon			Principal
Issuer	rate			amount		Value

Corporate Bonds & Notes (continued)

FOOD AND BEVERAGE (CONT.)
Diageo Capital PLC
01/15/14		7.375	%		$8,160,000		$9,450,267
Dr Pepper Snapple Group, Inc.
05/01/13		6.120	%		10,150,000		11,192,750
Kraft Foods, Inc. Senior Unsecured (b)
08/11/17		6.500	%		21,000,000		24,431,789
SABMiller PLC Senior Unsecured (a)
01/15/14		5.700	%		33,450,000		36,938,869
Sara Lee Corp. Senior Unsecured
09/15/15		2.750	%		23,310,000		23,117,038

Total							214,956,438


GAS PIPELINES (6.5%)
CenterPoint Energy Resources Corp. Senior Unsecured
02/15/11		7.750	%		13,502,000		13,603,625
04/01/13		7.875	%		7,050,000		7,969,567
Colorado Interstate Gas Co. Senior Unsecured
11/15/15		6.800	%		44,899,000		51,724,770
El Paso Corp. Senior Unsecured (b)
06/15/12		7.875	%		1,000,000		1,053,567
Enterprise Products Operating LLC
06/01/15		3.700	%		7,500,000		7,736,760
Gulfstream Natural Gas System LLC Senior Unsecured (a)
06/01/16		6.950	%		5,000,000		5,834,350
Kinder Morgan Energy Partners LP Senior Unsecured (b)
02/15/15		5.625	%		5,500,000		6,036,102
Midcontinent Express Pipeline LLC Senior Unsecured (a)(b)
09/15/14		5.450	%		5,065,000		5,407,814
Northwest Pipeline GP Senior Unsecured
06/15/16		7.000	%		5,215,000		6,174,670
04/15/17		5.950	%		3,300,000		3,720,809
Panhandle Eastern Pipeline Co. LP Senior Unsecured
08/15/13		6.050	%		8,000,000		8,619,600
Plains All American Pipeline LP/Finance Corp. (b)
09/15/15		3.950	%		3,500,000		3,616,473
Southern Natural Gas Co. Senior Unsecured (a)(b)
04/01/17		5.900	%		5,043,000		5,407,927
TransCanada PipeLines Ltd. Senior Unsecured (b)
06/01/15		3.400	%		12,000,000		12,402,318
Transcontinental Gas Pipe Line Co. LLC Senior Unsecured
04/15/16		6.400	%		12,347,000		14,198,568

Total							153,506,920


HEALTH CARE (4.2%)
AmerisourceBergen Corp.
09/15/15		5.875	%		11,102,000		12,243,186
Cardinal Health, Inc. Senior Unsecured
06/15/12		5.650	%		4,810,000		5,087,668
CareFusion Corp. Senior Unsecured
08/01/14		5.125	%		27,825,000		30,077,183
Express Scripts, Inc.
06/15/14		6.250	%		23,863,000		26,639,851
Hospira, Inc. Senior Unsecured
06/15/14		5.900	%		5,420,000		5,970,016
05/15/15		6.400	%		5,000,000		5,655,034
Medco Health Solutions, Inc. Senior Unsecured (b)
09/15/15		2.750	%		13,975,000		13,871,455

Total							99,544,393


HEALTHCARE INSURANCE (0.8%)
UnitedHealth Group, Inc. Senior Unsecured
08/15/14		5.000	%		5,465,000		5,937,772
03/15/15		4.875	%		1,227,000		1,311,441
WellPoint, Inc. Senior Unsecured
06/15/17		5.875	%		6,500,000		7,265,706
WellPoint, Inc. (b) Senior Unsecured
02/15/14		6.000	%		3,905,000		4,340,173

Total							18,855,092


INDEPENDENT ENERGY (7.2%)
Anadarko Petroleum Corp. Senior Unsecured (b)
09/15/16		5.950	%		21,315,000		22,898,470
Canadian Natural Resources Ltd. (b) Senior Unsecured
08/15/16		6.000	%		250,000		287,331
05/15/17		5.700	%		16,655,000		18,989,348
Chesapeake Energy Corp. (b)
07/15/13		7.625	%		7,555,000		8,187,731
Denbury Resources, Inc. (b)
04/01/13		7.500	%		10,000,000		10,100,000
EnCana Corp. Senior Unsecured (b)
12/01/17		5.900	%		9,794,000		11,138,922
EnCana Holdings Finance Corp.
05/01/14		5.800	%		24,325,000		27,089,196
Forest Oil Corp.
02/15/14		8.500	%		10,071,000		11,002,567
Newfield Exploration Co. Senior Subordinated Notes (b)
09/01/14		6.625	%		9,500,000		9,690,000
Nexen, Inc. Senior Unsecured
11/20/13		5.050	%		13,080,000		13,899,922
03/10/15		5.200	%		3,000,000		3,174,924
Woodside Finance Ltd. (a)(b)
11/10/14		4.500	%		32,660,000		34,273,880

Total							170,732,291


INTEGRATED ENERGY (1.5%)
Cenovus Energy, Inc. Senior Unsecured
09/15/14		4.500	%		7,000,000		7,500,878
Hess Corp. Senior Unsecured (b)
02/15/14		7.000	%		5,000,000		5,690,280
Marathon Oil Corp. Senior Unsecured
02/15/14		6.500	%		4,000,000		4,502,884
PC Financial Partnership
11/15/14		5.000	%		11,505,000		12,433,154
Petro-Canada Senior Unsecured
07/15/13		4.000	%		4,870,000		5,124,307

Total							35,251,503


LIFE INSURANCE (0.4%)
Metropolitan Life Global Funding I Senior Secured (a)
09/29/15		2.500	%		9,355,000		9,219,175


MEDIA CABLE (5.8%)
CSC Holdings LLC Senior Unsecured
04/15/12		6.750	%		1,577,000		1,638,109
CSC Holdings LLC (b) Senior Unsecured
04/15/14		8.500	%		3,000,000		3,296,250
Charter Communications Operating Capital LLC Secured (a)
04/30/12		8.000	%		10,000,000		10,500,000
Comcast Cable Communications Holdings, Inc.
03/15/13		8.375	%		82,000		93,307
Comcast Corp. (b)
11/15/15		5.850	%		24,330,000		27,348,866
Comcast Holdings Corp.
07/15/12		10.625	%		4,370,000		4,950,830
DIRECTV Holdings LLC/Financing Co., Inc. (b)
02/15/16		3.125	%		31,460,000		31,040,512
DISH DBS Corp.
10/01/11		6.375	%		1,000,000		1,030,000
DISH DBS Corp. (b)
10/01/14		6.625	%		14,000,000		14,525,000
Time Warner Cable, Inc.
04/01/14		7.500	%		7,370,000		8,451,975
Time Warner Cable, Inc. (b)
05/01/17		5.850	%		22,200,000		24,770,716
Videotron Ltee
01/15/14		6.875	%		10,310,000		10,438,875

Total							138,084,440


MEDIA NON-CABLE (5.9%)
BSKYB Finance UK PLC (a)(b)
10/15/15		5.625	%		21,334,000		23,527,583
NBC Universal, Inc. Senior Unsecured (a)(b)
04/30/15		3.650	%		10,000,000		10,245,088
News America Holdings, Inc. (b)
02/01/13		9.250	%		6,545,000		7,543,080
RR Donnelley & Sons Co. Senior Unsecured
04/01/14		4.950	%		9,060,000		9,282,351
05/15/15		5.500	%		17,000,000		17,374,748
Rainbow National Services LLC (a)
09/01/12		8.750	%		1,260,000		1,263,150
Reed Elsevier Capital, Inc.
06/15/12		4.625	%		1,400,000		1,455,978
01/15/14		7.750	%		16,942,000		19,388,899
TCM Sub LLC (a)(b)
01/15/15		3.550	%		41,000,000		42,022,521

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 139

Portfolio of Investments (continued)

RiverSource VP – Limited Duration Bond Fund


	Coupon			Principal
Issuer	rate			amount		Value

Corporate Bonds & Notes (continued)

MEDIA NON-CABLE (CONT.)
Thomson Reuters Corp. (b)
10/01/14		5.700	%		$6,136,000		$6,818,305

Total							138,921,703


METALS (2.4%)
ArcelorMittal USA, Inc.
04/15/14		6.500	%		35,970,000		39,196,617
ArcelorMittal Senior Unsecured (b)
08/05/15		3.750	%		5,835,000		5,883,582
Arch Western Finance LLC (b)
07/01/13		6.750	%		4,709,000		4,756,090
United States Steel Corp. Senior Unsecured (b)
06/01/13		5.650	%		6,676,000		6,909,660

Total							56,745,949


NON-CAPTIVE DIVERSIFIED (1.0%)
General Electric Capital Corp. Senior Unsecured
11/09/15		2.250	%		24,530,000		23,582,038


OIL FIELD SERVICES (—%)
Weatherford International Ltd.
03/15/13		5.150	%		164,000		173,961


PACKAGING (0.4%)
Owens-Brockway Glass Container, Inc.
12/01/14		6.750	%		10,000,000		10,175,000


RAILROADS (2.4%)
Burlington Northern Sante Fe LLC Senior Unsecured
01/15/15		4.875	%		5,500,000		5,988,383
CSX Corp. Senior Unsecured
03/15/13		5.750	%		10,556,000		11,509,576
08/01/13		5.500	%		10,000,000		10,893,500
04/01/15		6.250	%		14,520,000		16,500,935
03/15/18		6.250	%		1,985,000		2,277,115
Canadian Pacific Railway Co. Senior Unsecured
05/15/13		5.750	%		2,250,000		2,454,217
Union Pacific Corp. Senior Unsecured
01/31/13		5.450	%		6,750,000		7,291,093

Total							56,914,819


RETAILERS (1.6%)
CVS Caremark Corp. Senior Unsecured
06/01/17		5.750	%		34,125,000		37,969,181


SUPERMARKETS (0.5%)
Kroger Co. (The)
01/15/14		7.500	%		5,000,000		5,764,765
08/15/17		6.400	%		5,880,000		6,751,181

Total							12,515,946


TRANSPORTATION SERVICES (1.6%)
ERAC USA Finance LLC (a)
11/15/15		5.900	%		1,960,000		2,180,212
10/15/17		6.375	%		23,640,000		26,269,766
ERAC USA Finance LLC (a)(b)
07/01/13		2.750	%		9,000,000		9,144,283

Total							37,594,261


WIRELESS (3.2%)
Nextel Communications, Inc. (b)
03/15/14		5.950	%		11,538,000		11,336,085
Rogers Communications, Inc.
03/01/14		6.375	%		23,655,000		26,578,853
Sprint Capital Corp.
03/15/12		8.375	%		9,500,000		10,046,250
Vodafone Group PLC Senior Unsecured
01/30/15		5.375	%		26,000,000		28,577,510

Total							76,538,698


WIRELINES (9.2%)
AT&T, Inc. Senior Unsecured (b)
08/15/15		2.500	%		42,685,000		42,593,015
Deutsche Telekom International Finance BV (b)
07/22/13		5.250	%		24,886,000		26,990,895
Embarq Corp. Senior Unsecured
06/01/16		7.082	%		36,475,000		40,337,994
France Telecom SA Senior Unsecured
07/08/14		4.375	%		7,018,000		7,498,536
France Telecom SA (b) Senior Unsecured
09/16/15		2.125	%		6,175,000		6,016,720
Frontier Communications Corp. Senior Unsecured (b)
01/15/13		6.250	%		13,100,000		13,820,500
Telecom Italia Capital SA
10/01/15		5.250	%		15,915,000		16,294,700
Telefonica Emisiones SAU
01/15/15		4.949	%		27,000,000		27,963,468
Verizon New York, Inc. Senior Unsecured
04/01/12		6.875	%		25,000,000		26,668,775
Windstream Corp. (b)
08/01/13		8.125	%		10,000,000		11,000,000

Total							219,184,603


Total Corporate Bonds & Notes
(Cost: $2,277,767,769)						$	2,292,786,507


	Shares		Value

Money Market Fund (1.9%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		44,122,639		$44,122,639


Total Money Market Fund
(Cost: $44,122,639)				$44,122,639


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (7.0%)


Asset-Backed Commercial Paper (0.5%)
Antalis US Funding Corp.
01/10/11	0.360%		$4,999,450		$4,999,450
Belmont Funding LLC
01/18/11	0.500%		2,999,083		2,999,083
Rheingold Securitization
02/16/11	0.521%		4,993,356		4,993,356

Total					12,991,889


Certificates of Deposit (4.2%)
Bank of Nova Scotia
01/03/11	0.300%		5,000,000		5,000,000
Barclays Bank PLC
02/23/11	0.425%		5,000,000		5,000,000
Clydesdale Bank PLC
01/21/11	0.370%		5,000,000		5,000,000
Commonwealth Bank of Australia (The)
01/03/11	0.180%		5,000,000		5,000,000
DZ Bank AG
01/18/11	0.330%		5,000,000		5,000,000
Den Danske Bank
01/03/11	0.250%		5,000,000		5,000,000
Development Bank of Singapore Ltd.
02/17/11	0.300%		2,000,000		2,000,000
KBC Bank NV
01/24/11	0.450%		7,000,000		7,000,000
La Banque Postale
02/17/11	0.365%		5,000,000		5,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		7,000,031		7,000,031
Mitsubishi UFJ Trust and Banking Corp.
01/06/11	0.330%		5,000,000		5,000,000
Natixis
03/07/11	0.440%		8,000,000		8,000,000
Norinchukin Bank
01/25/11	0.330%		5,000,000		5,000,000
Societe Generale
02/17/11	0.310%		4,996,042		4,996,042
Sumitomo Mitsui Banking Corp.
01/12/11	0.300%		5,000,000		5,000,000
Sumitomo Trust & Banking Co., Ltd.
02/04/11	0.400%		5,000,000		5,000,000
02/18/11	0.350%		5,000,000		5,000,000
United Overseas Bank Ltd.
01/18/11	0.330%		10,000,000		10,000,000

Total					98,996,073


Commercial Paper (0.2%)
Macquarie Bank Ltd.
02/09/11	0.375%		4,995,573		4,995,573


Other Short-Term Obligations (0.2%)
Goldman Sachs Group, Inc. (The)
01/14/11	0.350%		3,000,000		3,000,000
Natixis Financial Products LLC
01/03/11	0.500%		2,000,000		2,000,000

Total					5,000,000


Repurchase Agreements (1.9%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $12,003,100 (e)
	0.300%		12,000,000		12,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $5,000,167 (e)
	0.400%		5,000,000		5,000,000

See accompanying Notes to Financial Statements.

140 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)

Repurchase Agreements (cont.)
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,067 (e)
	0.160%		$5,000,000		$5,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $923,650 (e)
	0.170%		923,637		923,637
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11, repurchase price $2,000,042 (e)
	0.250%		2,000,000		2,000,000
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $10,000,417 (e)
	0.500%		10,000,000		10,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $10,000,375 (e)
	0.450%		10,000,000		10,000,000


Total					44,923,637


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $166,907,172)					$166,907,172


Total Investments
(Cost: $2,488,797,580)				$	2,503,816,318
Other Assets & Liabilities, Net					(132,156,434)


Net Assets				$	2,371,659,884

Investments in Derivatives

At December 31, 2010, $5,439,800 was held in a margin deposit account as collateral to cover initial margin requirements on open interest rate futures contracts.

Futures Contracts Outstanding at December 31, 2010


	Number of
	contracts			Notional			Expiration		Unrealized		Unrealized
Contract description	long (short)			market value			date		appreciation		depreciation
U.S. Treasury Note, 5-year		(3,412	)		$(401,656,375	)		April 2011		$7,882,710		$—
U.S. Treasury Note, 10-year		(1,374	)		(165,481,125	)		March 2011		5,547,607		—

Total										$13,430,317		$—

Notes to Portfolio of Investments


(a)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2010, the value of these securities amounted to $324,504,127 or 13.68% of net assets.

(b)		At December 31, 2010, security was partially or fully on loan.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$11,536

$1,648,749,387

$(1,604,638,284

)

$—

$44,122,639

$302,087

$44,122,639


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 141

Portfolio of Investments (continued)

RiverSource VP – Limited Duration Bond Fund

Notes to Portfolio of Investments (continued)


(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$60,476
Archer Daniels		622,162
ASB Finance Ltd		737,092
Banco Bilbao Vizcaya		1,989,747
Banco Bilbao Vizcaya Argentaria/New York NY		29,423
BP Capital Markets		369,776
BPCE		265,849
Central American Bank		2,304
Commonwealth Bank of Australia		374,322
Credit Agricole NA		614
Danske Corp		920,894
Electricite De France		1,524,917
European Investment Bank		2,051,815
Gdz Suez		316,745
Golden Funding Corp		21,805
Ing (US) Funding LLC		96
Natexis Banques		236,804
Nationwide Building		1,476,314
Natixis NY		115,200
Natixis US Finance Co		1,920
Prudential Plc		445,368
Silver Tower US Fund		5,760
Skandin Ens Banken		57,644
Societe Gen No Amer		959,512
Societe Generale NY		12,480
UBS Ag Stamford		961

Total market value of collateral securities		$12,600,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271
Government National Mortgage Association		109,545

See accompanying Notes to Financial Statements.

142 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%) (continued)
Security description	Value
United States Treasury Inflation Indexed Bonds		$15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$24,839
Fannie Mae REMICS		1,679,992
Fannie Mae Whole Loan		42,738
Fannie Mae-Aces		3,263
Freddie Mac Reference REMIC		116,411
Freddie Mac REMICS		2,566,630
Government National Mortgage Association		666,127

Total market value of collateral securities		$5,100,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$942,110

Total market value of collateral securities		$942,110



Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$185,131
Federal Home Loan Mortgage Corp		107,788
Federal National Mortgage Association		119,968
Government National Mortgage Association		1,627,119

Total market value of collateral securities		$2,040,006



Nomura Securities (0.500%)
Security description	Value
Fannie Mae Pool		$4,566,830
Freddie Mac Gold Pool		5,633,170

Total market value of collateral securities		$10,200,000



Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$5,193,059
Fannie Mae REMICS		1,170,920
Freddie Mac Gold Pool		444,184
Freddie Mac REMICS		1,545,473
Ginnie Mae I Pool		395,584
Government National Mortgage Association		1,450,780

Total market value of collateral securities		$10,200,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 143

Portfolio of Investments (continued)

RiverSource VP – Limited Duration Bond Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Bonds
Corporate Bonds & Notes		$—		$2,292,786,507		$—		$2,292,786,507

Total Bonds		—		2,292,786,507		—		2,292,786,507

Other
Affiliated Money Market Fund(c)		44,122,639		—		—		44,122,639
Investments of Cash Collateral Received for Securities on Loan		—		166,907,172		—		166,907,172

Total Other		44,122,639		166,907,172		—		211,029,811

Investments in Securities		44,122,639		2,459,693,679		—		2,503,816,318
Derivatives(d)
Assets
Futures Contracts		13,430,317		—		—		13,430,317

Total		$57,552,956		$2,459,693,679		$—		$2,517,246,635


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

See accompanying Notes to Financial Statements.

144 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)


(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.


(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 145

Portfolio of Investments

RiverSource VP – Strategic Income Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (51.8%)


AEROSPACE & DEFENSE (0.6%)
Bombardier, Inc. Senior Notes (a)(b)
03/15/18	7.500%	$	1,200,000	$	1,290,000
Embraer Overseas Ltd. (b)
01/15/20	6.375%		200,000		211,000
Esterline Technologies Corp. (a)
08/01/20	7.000%		80,000		82,800
Kratos Defense & Security Solutions, Inc. Senior Secured (b)
06/01/17	10.000%		1,040,000		1,151,800
Oshkosh Corp.
03/01/20	8.500%		1,247,000		1,368,583
TransDigm, Inc. Senior Subordinated Notes (a)(b)
12/15/18	7.750%		1,025,000		1,060,875

Total					5,165,058


AUTOMOTIVE (0.7%)
Accuride Corp. Senior Secured (a)(b)
08/01/18	9.500%		290,000		313,200
Cooper-Standard Automotive, Inc. (a)(b)
05/01/18	8.500%		1,500,000		1,586,250
Lear Corp. (b)
03/15/18	7.875%		575,000		613,813
03/15/20	8.125%		2,490,000		2,714,100
TRW Automotive, Inc. (a)(b)
12/01/17	8.875%		750,000		836,250

Total					6,063,613


BANKING (1.6%)
Bank of America Corp. Senior Unsecured
07/01/20	5.625%		4,615,000		4,688,868
Barclays Bank PLC (b) Senior Unsecured
04/07/15	3.900%		370,000		381,528
09/22/16	5.000%		305,000		322,751
Capital One Financial Corp. Senior Unsecured
09/15/11	5.700%		495,000		510,991
Citigroup, Inc. Senior Unsecured
01/15/15	6.010%		460,000		504,632
Fifth Third Bank Senior Unsecured (c)
05/17/13	0.394%		75,000		72,092
JPMorgan Chase & Co. Senior Unsecured
07/22/20	4.400%		760,000		747,940
KeyCorp Senior Unsecured
05/14/13	6.500%		405,000		439,715
Morgan Stanley Senior Unsecured
07/24/20	5.500%		2,690,000		2,717,637
Santander U.S. Debt SA Unipersonal Bank Guaranteed (a)
10/07/15	3.781%		3,700,000		3,469,537

Total					13,855,691


BROKERAGE (0.3%)
E*Trade Financial Corp. Senior Unsecured PIK
11/30/17	12.500%		1,180,000		1,386,500
E*Trade Financial Corp. (b) Senior Unsecured
09/15/13	7.375%		300,000		298,500
12/01/15	7.875%		800,000		794,000

Total					2,479,000


BUILDING MATERIALS (0.8%)
Associated Materials LLC Senior Secured (a)
11/01/17	9.125%		545,000		572,250
Gibraltar Industries, Inc.
12/01/15	8.000%		1,700,000		1,714,875
Interface, Inc. Senior Notes (a)
12/01/18	7.625%		266,000		273,980
Norcraft Companies LP/Finance Corp. Senior Secured
12/15/15	10.500%		1,685,000		1,790,313
Nortek, Inc. Senior Secured
12/01/13	11.000%		555,000		591,075
Ply Gem Industries, Inc. Senior Secured (b)
06/15/13	11.750%		2,000,000		2,140,000

Total					7,082,493


CHEMICALS (2.1%)
Ashland, Inc. (b)
06/01/17	9.125%		1,380,000		1,590,450
CF Industries, Inc.
05/01/18	6.875%		320,000		342,400
05/01/20	7.125%		1,020,000		1,116,900
Celanese U.S. Holdings LLC (a)
10/15/18	6.625%		99,000		102,218
Dow Chemical Co. (The) Senior Unsecured
02/15/15	5.900%		1,090,000		1,206,841
05/15/39	9.400%		255,000		370,115
Hexion U.S. Finance Corp./Nova Scotia ULC (a)(b) Secured
11/15/20	9.000%		490,000		518,175
Hexion U.S. Finance Corp./Nova Scotia ULC (b) Senior Secured
02/01/18	8.875%		3,090,000		3,302,437
Ineos Finance PLC Senior Secured (a)(b)
05/15/15	9.000%		1,630,000		1,744,100
Invista (a)
05/01/12	9.250%		506,000		513,797
LyondellBasell Industries Senior Secured (a)
11/01/17	8.000%		2,438,000		2,706,180
MacDermid, Inc. Senior Subordinated Notes (a)
04/15/17	9.500%		775,000		813,750
Momentive Performance Materials, Inc. Secured (a)
01/15/21	9.000%		820,000		865,100
Nalco Co. Senior Notes (a)(b)
01/15/19	6.625%		805,000		823,113
Nova Chemicals Corp. Senior Unsecured
11/01/16	8.375%		1,500,000		1,597,500
Polypore International, Inc. Senior Notes (a)
11/15/17	7.500%		950,000		969,000

Total					18,582,076


CONSTRUCTION MACHINERY (1.5%)
Case New Holland, Inc. Senior Notes (a)
12/01/17	7.875%		1,803,000		1,983,300
Manitowoc Co., Inc. (The) (b)
02/15/18	9.500%		1,230,000		1,346,850
11/01/20	8.500%		655,000		695,938
RSC Equipment Rental, Inc./Holdings III LLC Senior Secured (a)(b)
07/15/17	10.000%		1,140,000		1,279,650
Terex Corp. Senior Unsecured
06/01/16	10.875%		2,250,000		2,587,500
United Rentals North America, Inc.
06/15/16	10.875%		757,000		864,872
Senior Unsecured
12/15/19	9.250%		1,772,000		1,971,350
United Rentals North America, Inc. (b)
09/15/20	8.375%		1,930,000		1,963,775

Total					12,693,235


CONSUMER CYCLICAL SERVICES (0.4%)
Brickman Group Holdings, Inc. Senior Notes (a)
11/01/18	9.125%		379,000		383,737
Garda World Security Corp. Senior Unsecured (a)(b)
03/15/17	9.750%		1,185,000		1,273,875
West Corp. (a)
10/01/18	8.625%		630,000		667,800
West Corp. (a)(b) Senior Notes
01/15/19	7.875%		1,135,000		1,153,444

Total					3,478,856


CONSUMER PRODUCTS (1.2%)
ACCO Brands Corp. Senior Secured (b)
03/15/15	10.625%		690,000		776,250
Central Garden and Pet Co.
03/01/18	8.250%		2,005,000		2,050,112
Jarden Corp.
05/01/17	7.500%		2,000,000		2,107,500
Libbey Glass, Inc. Senior Secured (a)
02/15/15	10.000%		850,000		913,750
NBTY, Inc. (a)
10/01/18	9.000%		120,000		128,100
Sealy Mattress Co. (b)
06/15/14	8.250%		1,350,000		1,380,375
Spectrum Brands Holdings, Inc. Senior Secured (a)
06/15/18	9.500%		2,136,000		2,349,600
Visant Corp. Senior Notes (a)(b)
10/01/17	10.000%		817,000		866,020

Total					10,571,707

See accompanying Notes to Financial Statements.

146 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)
DIVERSIFIED MANUFACTURING (0.4%)
Amsted Industries, Inc. Senior Notes (a)
03/15/18	8.125%		$1,020,000		$1,082,475
CPM Holdings, Inc. Senior Secured (a)
09/01/14	10.625%		848,000		907,360
Pinafore LLC/Inc. Senior Secured (a)(b)
10/01/18	9.000%		205,000		222,425
SPX Corp. (a)
09/01/17	6.875%		756,000		803,250
WireCo WorldGroup, Inc. Senior Unsecured (a)
05/15/17	9.500%		600,000		636,000

Total					3,651,510


ELECTRIC (3.5%)
CMS Energy Corp. Senior Unsecured
02/15/18	5.050%		930,000		921,862
Calpine Corp. Senior Secured (a)
02/15/21	7.500%		840,000		827,400
CenterPoint Energy Houston Electric LLC
03/01/14	7.000%		270,000		308,672
Consolidated Edison Co. of New York, Inc. Senior Unsecured
04/01/38	6.750%		205,000		244,189
Duke Energy Corp. Senior Unsecured
09/15/14	3.950%		1,350,000		1,414,687
Edison Mission Energy Senior Unsecured
05/15/17	7.000%		810,000		641,925
Energy Future Holdings Corp. Senior Secured (a)
01/15/20	10.000%		1,051,000		1,081,240
Energy Future Intermediate Holding Co. LLC/Finance, Inc. Senior Secured
12/01/20	10.000%		1,079,000		1,112,744
Florida Power Corp. 1st Mortgage
06/15/38	6.400%		490,000		569,763
Majapahit Holding BV (a)(b)
08/07/19	8.000%		1,000,000		1,168,750
06/29/37	7.875%		540,000		621,000
Midwest Generation LLC Pass-Through Certificates
01/02/16	8.560%		489,401		494,295
NRG Energy, Inc.
01/15/17	7.375%		3,187,000		3,282,610
Nevada Power Co.
01/15/15	5.875%		1,905,000		2,124,258
05/15/18	6.500%		4,235,000		4,874,078
Nisource Finance Corp.
09/15/17	5.250%		3,410,000		3,582,164
Power Sector Assets & Liabilities Management Corp. (a) Government Guaranteed
05/27/19	7.250%		1,470,000		1,727,250
12/02/24	7.390%		510,000		595,318
Sierra Pacific Power Co.
05/15/16	6.000%		1,320,000		1,495,068
TransAlta Corp. Senior Unsecured
05/15/18	6.650%		2,465,000		2,785,063
Xcel Energy, Inc. Senior Unsecured
05/15/20	4.700%		525,000		540,487

Total					30,412,823


ENTERTAINMENT (0.8%)
AMC Entertainment Holdings, Inc. Senior Subordinated Notes (a)(b)
12/01/20	9.750%		1,035,000		1,076,400
AMC Entertainment, Inc. (b)
06/01/19	8.750%		1,475,000		1,574,563
Cedar Fair LP/Canada’s Wonderland Co./Magnum Management Corp. (a)(b)
08/01/18	9.125%		430,000		457,950
Regal Cinemas Corp.
07/15/19	8.625%		1,900,000		2,014,000
Speedway Motorsports, Inc.
06/01/16	8.750%		1,600,000		1,728,000

Total					6,850,913


FOOD AND BEVERAGE (2.4%)
Anheuser-Busch InBev Worldwide, Inc. (a)
11/15/14	5.375%		6,285,000		6,924,518
01/15/19	7.750%		205,000		255,091
11/15/39	8.000%		335,000		447,577
Bumble Bee Foods LLC Senior Secured (b)
12/15/15	7.750%		966,000		1,104,747
Campbell Soup Co. Senior Unsecured
02/15/19	4.500%		90,000		95,130
ConAgra Foods, Inc. Senior Unsecured (b)
10/01/28	7.000%		395,000		442,803
Cott Beverages, Inc.
09/01/18	8.125%		413,000		445,007
Cott Beverages, Inc. (b)
11/15/17	8.375%		95,000		102,600
Darling International, Inc. (a)
12/15/18	8.500%		200,000		208,500
Kraft Foods, Inc. Senior Unsecured
02/01/18	6.125%		5,250,000		5,997,049
MHP SA (a)
04/29/15	10.250%		1,060,000		1,102,849
Michael Foods, Inc. Senior Notes (a)(b)
07/15/18	9.750%		835,000		905,975
Pinnacle Foods Finance LLC/Corp.
09/01/17	8.250%		780,000		797,550
U.S. Foodservice Senior Notes (a)(b)
06/30/15	10.250%		2,175,000		2,196,750

Total					21,026,146


GAMING (1.9%)
Boyd Gaming Corp. Senior Subordinated Notes
02/01/16	7.125%		419,000		376,053
Boyd Gaming Corp. (a)(b) Senior Notes
12/01/18	9.125%		2,219,000		2,207,905
Caesars Entertainment Operating Co., Inc. Senior Secured
12/15/18	10.000%		750,000		684,375
FireKeepers Development Authority Senior Secured (a)
05/01/15	13.875%		2,000,000		2,360,000
MGM Resorts International Senior Secured
11/15/17	11.125%		280,000		322,000
MGM Resorts International (b) Senior Unsecured
03/01/18	11.375%		2,308,000		2,504,180
Pinnacle Entertainment, Inc. (b)
05/15/20	8.750%		2,330,000		2,411,550
Pokagon Gaming Authority Senior Notes (a)
06/15/14	10.375%		1,885,000		1,965,112
Seneca Gaming Corp. (a)
12/01/18	8.250%		800,000		802,000
Shingle Springs Tribal Gaming Authority Senior Notes (a)
06/15/15	9.375%		3,840,000		2,649,600
Tunica-Biloxi Gaming Authority Senior Unsecured (a)
11/15/15	9.000%		717,000		677,565

Total					16,960,340


GAS DISTRIBUTORS (0.2%)
Energy Transfer Equity LP
10/15/20	7.500%		1,765,000		1,835,600
Sempra Energy Senior Unsecured
06/01/16	6.500%		70,000		81,264

Total					1,916,864


GAS PIPELINES (0.7%)
El Paso Corp. Senior Unsecured
06/01/18	7.250%		62,000		65,720
El Paso Corp. (a) Senior Unsecured
09/15/20	6.500%		1,145,000		1,150,725
Kinder Morgan Energy Partners LP Senior Unsecured
01/15/38	6.950%		140,000		152,124
Plains All American Pipeline LP/Finance Corp.
05/01/19	8.750%		910,000		1,129,306
Regency Energy Partners LP/Finance Corp. (b)
06/01/16	9.375%		545,000		598,138
12/01/18	6.875%		480,000		486,600
Southern Natural Gas Co. Senior Unsecured
03/01/32	8.000%		180,000		206,215
Southern Star Central Corp. Senior Notes
03/01/16	6.750%		1,420,000		1,434,200
TransCanada PipeLines Ltd. Senior Unsecured
01/15/39	7.625%		295,000		381,455
Williams Companies, Inc. (The) Senior Unsecured
09/01/21	7.875%		185,000		218,362

Total					5,822,845


HEALTH CARE (2.6%)
AMGH Merger Sub, Inc. (a)(b)
11/01/18	9.250%		794,000		833,700
American Renal Holdings Senior Secured (a)
05/15/18	8.375%		220,000		225,500
Apria Healthcare Group, Inc. Senior Secured
11/01/14	11.250%		695,000		759,287

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 147

Portfolio of Investments (continued)

RiverSource VP – Strategic Income Fund


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)

HEALTH CARE (CONT.)
Biomet, Inc. PIK
10/15/17	10.375%		$1,605,000		$1,753,462
ConvaTec Healthcare E SA Senior Unsecured (a)(b)
12/15/18	10.500%		2,045,000		2,073,119
HCA Holdings, Inc. Senior Unsecured (a)(b)
05/15/21	7.750%		515,000		515,000
HCA, Inc. Senior Secured
02/15/20	7.875%		669,000		715,830
09/15/20	7.250%		3,074,000		3,212,330
HCA, Inc. (b) Secured
11/15/16	9.250%		2,010,000		2,144,419
Hanger Orthopedic Group, Inc.
11/15/18	7.125%		726,000		724,185
Healthsouth Corp. (b)
02/15/20	8.125%		1,683,000		1,809,225
IASIS Healthcare LLC/Capital Corp. (b)
06/15/14	8.750%		2,100,000		2,155,125
LifePoint Hospitals, Inc. (a)
10/01/20	6.625%		392,000		389,060
Multiplan, Inc. (a)
09/01/18	9.875%		1,034,000		1,098,625
Radiation Therapy Services, Inc. (a)
04/15/17	9.875%		593,000		593,000
Vanguard Health Holding Co. II LLC/Inc. (b)
02/01/18	8.000%		1,265,000		1,296,625
inVentiv Health, Inc. (a)
08/15/18	10.000%		2,266,000		2,294,325

Total					22,592,817


HEALTHCARE INSURANCE (0.1%)
WellPoint, Inc. Senior Unsecured
02/15/19	7.000%		465,000		547,368


HOME CONSTRUCTION (0.3%)
Beazer Homes USA, Inc.
06/15/18	9.125%		1,050,000		1,036,875
K Hovnanian Enterprises, Inc. Senior Secured
10/15/16	10.625%		1,470,000		1,506,750
KB Home
06/15/15	6.250%		540,000		534,600

Total					3,078,225


INDEPENDENT ENERGY (3.7%)
Anadarko Petroleum Corp. Senior Unsecured
09/15/16	5.950%		160,000		171,886
Berry Petroleum Co. Senior Unsecured
06/01/14	10.250%		280,000		321,300
11/01/20	6.750%		310,000		311,550
Berry Petroleum Co. (b) Senior Subordinated Notes
11/01/16	8.250%		125,000		130,313
Brigham Exploration Co. (a)
10/01/18	8.750%		1,055,000		1,134,125
Carrizo Oil & Gas, Inc. (a)
10/15/18	8.625%		1,672,000		1,726,340
Chaparral Energy, Inc.
12/01/15	8.500%		845,000		859,787
Chesapeake Energy Corp.
08/15/20	6.625%		2,255,000		2,209,900
Comstock Resources, Inc.
10/15/17	8.375%		765,000		767,869
Concho Resources, Inc. Senior Notes
01/15/21	7.000%		763,000		782,075
Continental Resources, Inc. (a)(b)
04/01/21	7.125%		708,000		743,400
Denbury Resources, Inc.
02/15/20	8.250%		700,000		759,500
Denbury Resources, Inc. (b)
12/15/15	7.500%		1,500,000		1,548,750
EXCO Resources, Inc.
09/15/18	7.500%		1,625,000		1,588,437
EnCana Holdings Finance Corp.
05/01/14	5.800%		1,525,000		1,698,295
Forest Oil Corp. (b)
06/15/19	7.250%		1,946,000		1,975,190
Hilcorp Energy I LP/Finance Co. Senior Unsecured (a)(b)
11/01/15	7.750%		2,280,000		2,354,100
NAK Naftogaz Ukraine Government Guaranteed
09/30/14	9.500%		1,945,000		2,123,611
Nexen, Inc. (b) Senior Unsecured
03/10/35	5.875%		185,000		172,020
07/30/39	7.500%		245,000		266,436
Petrohawk Energy Corp.
08/01/14	10.500%		1,600,000		1,824,000
06/01/15	7.875%		930,000		968,362
08/15/18	7.250%		695,000		701,950
Pioneer Natural Resources Co. Senior Unsecured (b)
01/15/20	7.500%		415,000		455,463
QEP Resources, Inc. Senior Unsecured
03/01/21	6.875%		1,050,000		1,102,500
Quicksilver Resources, Inc.
08/01/15	8.250%		2,200,000		2,282,500
Quicksilver Resources, Inc. (b)
08/15/19	9.125%		90,000		98,775
Range Resources Corp.
05/15/16	7.500%		1,000,000		1,037,500
05/15/19	8.000%		450,000		489,938
08/01/20	6.750%		865,000		892,031
Range Resources Corp. (b)
05/01/18	7.250%		1,000,000		1,055,000
XTO Energy, Inc. Senior Unsecured
04/15/12	7.500%		155,000		167,862

Total					32,720,765


INTEGRATED ENERGY (0.2%)
Lukoil International Finance BV (a)(b)
11/09/20	6.125%		1,200,000		1,201,821
Shell International Finance BV
03/25/40	5.500%		605,000		648,145

Total					1,849,966


LIFE INSURANCE (0.6%)
ING Groep NV (c)
12/29/49	5.775%		4,219,000		3,628,340
MetLife, Inc. Senior Unsecured (b)
06/01/16	6.750%		335,000		388,588
Prudential Financial, Inc. Senior Unsecured
06/15/19	7.375%		795,000		937,336

Total					4,954,264


LODGING (0.2%)
Starwood Hotels & Resorts Worldwide, Inc. Senior Unsecured (b)
12/01/19	7.150%		210,000		229,950
Wyndham Worldwide Corp. Senior Unsecured
03/01/20	7.375%		1,500,000		1,646,250

Total					1,876,200


MEDIA CABLE (2.4%)
Bresnan Broadband Holdings LLC (a)(b)
12/15/18	8.000%		40,000		41,200
CCO Holdings LLC/Capital Corp. (b)
04/30/18	7.875%		1,000,000		1,035,000
04/30/20	8.125%		1,530,000		1,617,975
CSC Holdings LLC Senior Unsecured (b)
02/15/19	8.625%		1,440,000		1,627,200
Cablevision Systems Corp. Senior Unsecured (b)
09/15/17	8.625%		1,960,000		2,133,950
Cequel Communications Holdings I LLC/Capital Corp. Senior Unsecured (a)
11/15/17	8.625%		205,000		214,225
Comcast Corp.
08/15/37	6.950%		1,025,000		1,159,345
DIRECTV Holdings LLC/Financing Co., Inc.
06/15/15	6.375%		70,000		72,362
02/15/16	3.125%		3,190,000		3,147,464
DISH DBS Corp.
10/01/14	6.625%		2,000,000		2,075,000
Insight Communications Co., Inc. Senior Notes (a)
07/15/18	9.375%		420,000		449,400
Time Warner Cable, Inc.
07/01/38	7.300%		120,000		140,318
11/15/40	5.875%		1,950,000		1,929,252
Time Warner Cable, Inc. (b)
02/01/15	3.500%		445,000		457,232
Videotron Ltee
04/15/18	9.125%		1,905,000		2,124,075
Virgin Media Finance PLC (b)
10/15/19	8.375%		600,000		655,500
Virgin Media Secured Finance PLC Senior Secured
01/15/18	6.500%		2,000,000		2,105,000

Total					20,984,498


MEDIA NON-CABLE (2.9%)
Clear Channel Worldwide Holdings, Inc.
12/15/17	9.250%		2,500,000		2,737,500
Entravision Communications Corp. Senior Secured (a)(b)
08/01/17	8.750%		1,770,000		1,862,925
Gray Television, Inc. Senior Secured (b)
06/29/15	10.500%		847,000		853,352
Intelsat Corp. Senior Unsecured
06/15/16	9.250%		2,610,000		2,818,800
Intelsat Jackson Holdings SA
06/15/16	11.250%		570,000		614,175

See accompanying Notes to Financial Statements.

148 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)

MEDIA NON-CABLE (CONT.)
Intelsat Jackson Holdings SA (a)(b) Senior Unsecured
10/15/20	7.250%		$796,000		$803,960
Interpublic Group of Companies, Inc. (The) Senior Unsecured
07/15/17	10.000%		1,747,000		2,043,990
News America, Inc.
12/15/35	6.400%		35,000		37,604
News America, Inc. (b)
03/15/33	6.550%		635,000		675,082
Nielsen Finance LLC/Co. (a)(b)
10/15/18	7.750%		2,642,000		2,734,470
Salem Communications Corp. Senior Secured
12/15/16	9.625%		516,000		546,960
Sinclair Television Group, Inc. Secured (a)
11/01/17	9.250%		2,095,000		2,278,312
Sirius XM Radio, Inc. (a) Senior Secured
09/01/15	9.750%		715,000		802,588
Sirius XM Radio, Inc. (a)(b)
04/01/15	8.750%		1,200,000		1,296,000
Umbrella Acquisition, Inc. (a) PIK
03/15/15	9.750%		159,361		172,110
Univision Communications, Inc. (a)(b)
05/15/21	8.500%		1,690,000		1,719,575
Senior Secured
11/01/20	7.875%		1,160,000		1,218,000
XM Satellite Radio, Inc. (a)
11/01/18	7.625%		1,742,000		1,798,615

Total					25,014,018


METALS (1.6%)
ArcelorMittal (b) Senior Unsecured
10/15/39	7.000%		1,190,000		1,234,962
Arch Coal, Inc.
10/01/20	7.250%		100,000		105,125
Arch Coal, Inc. (b)
08/01/16	8.750%		1,770,000		1,929,300
Consol Energy, Inc. (a)
04/01/20	8.250%		2,441,000		2,636,280
FMG Resources August 2006 Propriety Ltd. (a) Senior Notes
02/01/16	6.375%		785,000		785,000
FMG Resources August 2006 Propriety Ltd. (a)(b) Senior Notes
11/01/15	7.000%		1,707,000		1,756,561
Freeport-McMoRan Copper & Gold, Inc. Senior Unsecured
04/01/17	8.375%		265,000		293,156
Novelis, Inc. (a)(b)
12/15/17	8.375%		1,155,000		1,195,425
12/15/20	8.750%		1,160,000		1,203,500
Rain CII Carbon LLC/Corp. Senior Secured (a)(b)
12/01/18	8.000%		985,000		1,031,787
United States Steel Corp. Senior Unsecured
02/01/18	7.000%		1,415,000		1,436,225
United States Steel Corp. (b) Senior Unsecured
04/01/20	7.375%		357,000		362,355

Total					13,969,676


NON-CAPTIVE DIVERSIFIED (2.5%)
Ally Financial, Inc. (b)
03/15/20	8.000%		5,100,000		5,571,750
CIT Group, Inc. Senior Secured (b)
05/01/17	7.000%		6,660,000		6,676,650
Ford Motor Credit Co. LLC Senior Unsecured
04/15/15	7.000%		1,000,000		1,074,612
Ford Motor Credit Co. LLC (b) Senior Unsecured
01/15/20	8.125%		2,000,000		2,326,826
General Electric Capital Corp. Senior Unsecured
08/07/19	6.000%		300,000		333,777
01/10/39	6.875%		1,465,000		1,693,042
General Electric Capital Corp. (b) Senior Unsecured
01/08/20	5.500%		730,000		777,617
International Lease Finance Corp. Senior Unsecured
12/15/20	8.250%		795,000		818,850
International Lease Finance Corp. (a) Senior Unsecured
03/15/17	8.750%		945,000		1,013,513
International Lease Finance Corp. (b) Senior Unsecured
09/01/17	8.875%		1,200,000		1,290,000

Total					21,576,637


OIL FIELD SERVICES (1.6%)
Bristow Group, Inc.
09/15/17	7.500%		1,110,000		1,171,050
Expro Finance Luxembourg SCA Senior Secured (a)(b)
12/15/16	8.500%		116,000		111,428
Frac Tech Services LLC/Finance, Inc. (a)
11/15/18	7.125%		805,000		817,075
Gazprom Via Gaz Capital SA Senior Unsecured (a)
04/11/18	8.146%		3,015,000		3,489,862
Halliburton Co. Senior Unsecured
09/15/18	5.900%		200,000		225,555
KazMunayGas National Co. (a) Senior Unsecured
07/02/18	9.125%		2,550,000		2,967,563
04/09/21	6.375%		900,000		892,125
Kazakhstan Temir Zholy Finance BV (a)(b)
10/06/20	6.375%		350,000		361,971
McJunkin Red Man Corp. Senior Secured (a)(b)
12/15/16	9.500%		1,070,000		1,008,475
Offshore Group Investments Ltd. Senior Secured (a)
08/01/15	11.500%		1,940,000		2,076,784
Precision Drilling Corp. (a)(b)
11/15/20	6.625%		280,000		284,900
Trinidad Drilling Ltd. Senior Unsecured (a)
01/15/19	7.875%		677,000		694,285
Weatherford International Ltd.
03/15/13	5.150%		4,000		4,243

Total					14,105,316


OTHER FINANCIAL INSTITUTIONS (0.1%)
Cardtronics, Inc.
09/01/18	8.250%		920,000		961,400


OTHER INDUSTRY (0.1%)
Aquilex Holdings LLC/Finance Corp.
12/15/16	11.125%		135,000		136,688
Interline Brands, Inc. (a)
11/15/18	7.000%		453,000		459,795

Total					596,483


PACKAGING (1.1%)
Ardagh Packaging Finance PLC (a)
10/15/20	9.125%		675,000		702,000
Senior Secured
10/15/17	7.375%		305,000		314,531
Ball Corp.
09/01/19	7.375%		540,000		580,500
Crown Americas LLC/Capital Corp. II (b)
05/15/17	7.625%		2,000,000		2,150,000
Greif, Inc. Senior Unsecured (b)
08/01/19	7.750%		1,800,000		1,971,000
Reynolds Group Issuer, Inc./LLC (a) Senior Secured
04/15/19	7.125%		787,000		800,773
Reynolds Group Issuer, Inc./LLC (a)(b)
05/15/18	8.500%		1,000,000		1,010,000
Senior Secured
10/15/16	7.750%		2,364,000		2,491,065

Total					10,019,869


PAPER (0.5%)
Cascades, Inc.
12/15/17	7.750%		2,710,000		2,825,175
Graphic Packaging International, Inc.
06/15/17	9.500%		1,370,000		1,495,012
Graphic Packaging International, Inc. (b)
10/01/18	7.875%		227,000		237,783
Verso Paper Holdings LLC/Inc. Secured
08/01/14	9.125%		145,000		149,350

Total					4,707,320


PHARMACEUTICALS (0.7%)
Mylan, Inc. (a)(b)
11/15/18	6.000%		925,000		908,812
Novartis Securities Investment Ltd.
02/10/19	5.125%		420,000		464,534
Patheon, Inc. Senior Secured (a)
04/15/17	8.625%		930,000		927,675
Roche Holdings, Inc. (a)
03/01/19	6.000%		765,000		889,572
Valeant Pharmaceuticals International (a)
10/01/20	7.000%		1,450,000		1,431,875
Valeant Pharmaceuticals International (a)(b)
10/01/17	6.750%		410,000		407,950
Warner Chilcott Co. LLC/Finance (a)(b)
09/15/18	7.750%		1,290,000		1,302,900
Wyeth
02/15/16	5.500%		195,000		220,598

Total					6,553,916


PROPERTY & CASUALTY (0.1%)
Liberty Mutual Group, Inc. (a)(c)
06/15/58	10.750%		475,000		574,750

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 149

Portfolio of Investments (continued)

RiverSource VP – Strategic Income Fund


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)
RAILROADS (0.2%)
CSX Corp. Senior Unsecured
04/15/41	5.500%		$1,105,000		$1,085,723
Union Pacific Corp. Senior Unsecured
08/15/18	5.700%		325,000		364,806

Total					1,450,529


RETAILERS (0.8%)
Giraffe Acquisition Corp. Senior Unsecured (a)
12/01/18	9.125%		1,470,000		1,532,475
Michaels Stores, Inc. Senior Notes (a)(b)
11/01/18	7.750%		1,035,000		1,027,237
QVC, Inc. (a) Senior Secured
10/01/19	7.500%		1,365,000		1,440,075
10/15/20	7.375%		205,000		214,225
Rite Aid Corp. Senior Secured (b)
08/15/20	8.000%		655,000		682,019
Toys R Us Property Company II LLC Senior Secured
12/01/17	8.500%		1,800,000		1,935,000
Toys R Us, Inc. Senior Unsecured
10/15/18	7.375%		124,000		121,520

Total					6,952,551


SOVEREIGN (1.1%)
Morgan Stanley & Co., Inc. Senior Unsecured
10/22/20	11.500%	BRL	2,465,000		1,491,466
Uruguay Government International Bond
04/05/27	4.250%	UYU	31,835,248		1,769,750
06/26/37	3.700%	UYU	22,855,277		1,144,888
PIK
01/15/33	7.875%		2,775,000		3,343,875
Vnesheconombank Via VEB Finance Ltd. Bank Guaranteed (a)
11/22/25	6.800%		1,690,000		1,704,477

Total					9,454,456


SUPRANATIONAL (0.8%)
Asian Development Bank Senior Unsecured
06/21/27	2.350%	JPY	220,000,000		2,927,079
European Investment Bank Senior Unsecured
06/20/17	1.400%	JPY	175,000,000		2,240,459
Nordic Investment Bank Senior Unsecured
04/27/17	1.700%	JPY	120,000,000		1,560,030

Total					6,727,568


TECHNOLOGY (1.6%)
Amkor Technology, Inc. Senior Unsecured (b)
05/01/18	7.375%		810,000		842,400
Cisco Systems, Inc. Senior Unsecured
02/15/39	5.900%		160,000		177,201
01/15/40	5.500%		510,000		532,783
First Data Corp. PIK
09/24/15	10.550%		60,000		56,850
First Data Corp. (a) Senior Secured
01/15/21	8.250%		1,203,000		1,154,880
First Data Corp. (a)(b) Senior Notes
01/15/21	12.625%		1,868,000		1,783,940
Senior Secured
08/15/20	8.875%		1,200,000		1,266,000
First Data Corp. (b)
09/24/15	9.875%		210,000		200,025
Freescale Semiconductor, Inc. Senior Secured (a)
04/15/18	9.250%		660,000		726,000
Interactive Data Corp. (a)
08/01/18	10.250%		1,405,000		1,538,475
NXP BV/Funding LLC Senior Secured (a)
08/01/18	9.750%		2,435,000		2,748,506
Oracle Corp. (a) Senior Notes
07/15/40	5.375%		1,020,000		1,030,835
Oracle Corp. (b) Senior Unsecured
04/15/38	6.500%		215,000		250,587
SunGard Data Systems, Inc. Senior Unsecured (a)
11/15/18	7.375%		1,735,000		1,743,675

Total					14,052,157


TRANSPORTATION SERVICES (0.5%)
Aeropuertos Argentina 2000 SA Senior Secured (a)
12/01/20	10.750%		700,000		742,797
Avis Budget Car Rental LLC/Finance, Inc. (a)
01/15/19	8.250%		1,015,000		1,022,612
ERAC USA Finance LLC (a)
07/01/13	2.750%		290,000		294,649
ERAC USA Finance LLC (a)(b)
10/01/20	5.250%		270,000		273,739
Hertz Corp. (The) (a)(b)
10/15/18	7.500%		960,000		1,000,800
01/15/21	7.375%		1,172,000		1,195,440

Total					4,530,037


WIRELESS (2.6%)
CC Holdings GS V LLC/Crown Castle GS III Corp. Senior Secured (a)
05/01/17	7.750%		1,500,000		1,638,750
Cellco Partnership/Verizon Wireless Capital LLC Senior Unsecured
02/01/14	5.550%		480,000		529,299
Cellco Partnership/Verizon Wireless Capital LLC (b) Senior Unsecured
11/15/18	8.500%		295,000		386,022
Clearwire Communications LLC/Finance, Inc. (a)(b) Senior Secured
12/01/15	12.000%		1,528,000		1,650,240
12/01/17	12.000%		380,000		393,300
Cricket Communications, Inc. Senior Secured
05/15/16	7.750%		3,550,000		3,683,125
MetroPCS Wireless, Inc.
09/01/18	7.875%		1,605,000		1,661,175
11/15/20	6.625%		975,000		928,688
Nextel Communications, Inc. (b)
08/01/15	7.375%		948,000		949,185
SBA Telecommunications, Inc.
08/15/19	8.250%		2,250,000		2,458,125
Sprint Capital Corp. (b)
05/01/19	6.900%		255,000		251,813
Sprint Nextel Corp. Senior Unsecured (b)
08/15/17	8.375%		4,097,000		4,394,032
United States Cellular Corp. Senior Unsecured
12/15/33	6.700%		720,000		699,381
Wind Acquisition Finance SA (a)(b) Secured
07/15/17	11.750%		1,800,000		2,029,500
Senior Secured
02/15/18	7.250%		1,040,000		1,055,600
Wind Acquisition Finance SA (d)(e)(f) Escrow
07/15/17	0.000%		1,800,000		—

Total					22,708,235


WIRELINES (3.8%)
AT&T, Inc. Senior Unsecured
02/15/39	6.550%		1,545,000		1,681,661
BellSouth Corp. Senior Unsecured
09/15/14	5.200%		1,000,000		1,091,685
British Telecommunications PLC Senior Unsecured
01/15/18	5.950%		275,000		300,993
Cincinnati Bell, Inc.
10/15/17	8.250%		858,000		849,420
Cincinnati Bell, Inc. (b)
10/15/20	8.375%		835,000		801,600
Embarq Corp. Senior Unsecured
06/01/36	7.995%		280,000		305,726
Frontier Communications Corp. Senior Unsecured (b)
04/15/20	8.500%		2,340,000		2,556,450
ITC Deltacom, Inc. Senior Secured
04/01/16	10.500%		922,000		1,002,675
Integra Telecom Holdings, Inc. Senior Secured (a)
04/15/16	10.750%		750,000		772,500
Level 3 Financing, Inc.
02/15/17	8.750%		2,635,000		2,424,200
PAETEC Holding Corp. Senior Secured
06/30/17	8.875%		1,450,000		1,547,875
PAETEC Holding Corp. (a)(b) Senior Unsecured
12/01/18	9.875%		965,000		991,538
PAETEC Holding Corp. (b)
07/15/15	9.500%		107,000		110,745
Qtel International Finance Ltd. (a)
02/16/21	4.750%		1,000,000		968,225
10/19/25	5.000%		1,100,000		1,033,384
Qwest Communications International, Inc. (a)(b)
04/01/18	7.125%		3,900,000		4,036,500
Qwest Corp. Senior Unsecured
10/01/14	7.500%		3,000,000		3,360,000
Telefonica Emisiones SAU
04/27/15	3.729%		2,490,000		2,470,125
06/20/16	6.421%		320,000		349,757
Verizon New York, Inc. Senior Unsecured
04/01/32	7.375%		1,350,000		1,514,884

See accompanying Notes to Financial Statements.

150 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)

WIRELINES (CONT.)
Windstream Corp.
08/01/16	8.625%		$3,900,000		$4,104,750
tw telecom holdings, inc. (b)
03/01/18	8.000%		600,000		637,500

Total					32,912,193


Total Corporate Bonds & Notes
(Cost: $435,648,087)				$	452,084,384




Residential Mortgage-Backed Securities — Agency (4.6%)


Federal National Mortgage Association (g)
10/01/39	4.000%		$582,986		$580,535
03/01/39-06/01/40	4.500%		1,196,096		1,228,888
04/01/38-
05/01/40	5.000%		8,420,284		8,893,151
04/01/38	5.500%		1,618,919		1,733,141
11/01/37-08/01/38	6.000%		6,101,237		6,637,620
Federal National Mortgage Association (g)(j)
01/01/41	4.500%		12,900,000		13,240,637
Federal National Mortgage Association (g)(k)
08/01/39	5.500%		4,525,745		4,862,736
Government National Mortgage Association (g)
04/15/40	4.500%		2,928,507		3,044,408

Total					40,221,116


Total Residential Mortgage-Backed Securities — Agency
(Cost: $40,009,961)				$	40,221,116


Commercial Mortgage-Backed Securities (2.4%)

Bear Stearns Commercial Mortgage Securities Series 2007-T26 Class A4 (g)
01/12/45	5.471%	$	3,440,000	$	3,690,742
Credit Suisse Mortgage Capital Certificates Series 2006-C3 Class A3 (g)
06/15/38	5.826%		2,000,000		2,162,114
GS Mortgage Securities Corp. II Series 2005-GG4 Class A4A (g)
07/10/39	4.751%		500,000		527,275
Greenwich Capital Commercial Funding Corp. (g) Series 2004-GG1 Class A7
06/10/36	5.317%		1,936,000		2,088,161
Series 2007-GG9 Class A4
03/10/39	5.444%		2,200,000		2,317,873
Morgan Stanley Capital I (g) Series 2005-HQ5 Class A4
01/14/42	5.168%		2,635,000		2,820,095
Series 2005-IQ10 Class A4A
09/15/42	5.230%		500,000		536,060
Morgan Stanley Reremic Trust Series 2010-GG10 Class A4A (a)(h)
08/12/45	6.002%		2,350,000		2,512,730
Wachovia Bank Commercial Mortgage Trust (g) Series 2005-C20 Class A7
07/15/42	5.118%		1,800,000		1,932,549
Series 2006-C27 Class A3
07/15/45	5.765%		1,875,000		2,017,012


Total Commercial Mortgage-Backed Securities
(Cost: $19,884,662)				$	20,604,611


U.S. Treasury Obligations (10.6%)


U.S. Treasury Note
05/15/12	1.375%	$	18,500,000	$	18,745,699
U.S. Treasury Note (b)
04/15/13	1.750%		12,950,000		13,247,462
04/30/15	2.500%		27,000,000		27,913,356
11/30/15	1.375%		7,165,000		6,962,926
11/15/20	2.625%		7,965,000		7,513,233
08/15/40	3.875%		3,505,000		3,228,434
U.S. Treasury Note (b)(k)
02/15/20	3.625%		13,950,000		14,477,477


Total U.S. Treasury Obligations
(Cost: $91,650,463)				$	92,088,587


Foreign Government Obligations (24.0%)


ARGENTINA (0.7%)
Argentina Bonos Senior Unsecured
09/12/13	7.000%	$	1,490,000	$	1,497,782
10/03/15	7.000%		800,000		770,000
Argentina Government International Bond Senior Unsecured
12/31/33	8.280%		2,048,998		1,900,446
Argentina Government International Bond (l) Senior Unsecured
12/15/35	0.000%		5,000,000		757,500
Provincia de Cordoba Senior Unsecured (a)
08/17/17	12.375%		1,270,000		1,320,800

Total					6,246,528


AUSTRALIA (0.9%)
Treasury Corp. of Victoria Local Government Guaranteed
11/15/16	5.750%	AUD	5,620,000		5,704,860
06/15/20	6.000%	AUD	2,175,000		2,211,842

Total					7,916,702


BRAZIL (1.7%)
Brazilian Government International Bond
01/20/34	8.250%		4,560,000		6,076,200
Senior Unsecured
01/17/17	6.000%		2,000,000		2,263,000
01/05/22	12.500%	BRL	4,300,000		3,074,202
Petrobras International Finance Co. (b)
03/15/19	7.875%		2,880,000		3,404,650

Total					14,818,052


BULGARIA (—%)
Bulgaria Government International Bond Senior Unsecured (a)
01/15/15	8.250%		330,000		386,925


CANADA (1.5%)
Canadian Government Bond
06/01/18	4.250%	CAD	5,790,000		6,345,373
06/01/19	3.750%	CAD	6,000,000		6,339,583

Total					12,684,956


CHILE (0.2%)
Corp. Nacional del Cobre de Chile (a)
01/15/19	7.500%		1,380,000		1,679,925


CHINA (0.3%)
China Government International Bond Senior Unsecured
10/29/13	4.750%		2,695,000		2,917,901


COLOMBIA (0.5%)
Colombia Government International Bond Senior Unsecured
05/21/24	8.125%		2,085,000		2,632,313
Ecopetrol SA Senior Unsecured
07/23/19	7.625%		1,750,000		2,021,250

Total					4,653,563


CROATIA (0.1%)
Croatia Government International Bond Senior Unsecured (a)
07/14/20	6.625%		505,000		522,675


DOMINICAN REPUBLIC (0.1%)
Dominican Republic International Bond Senior Unsecured (a)
05/06/21	7.500%		775,000		833,125


FINLAND (0.2%)
Finland Government Bond Senior Unsecured
07/04/15	4.250%		1,065,000		1,562,858


FRANCE (0.9%)
France Government Bond OAT
04/25/13	4.000%	EUR	1,110,000		1,580,729
04/25/19	4.250%	EUR	3,380,000		4,879,945
04/25/29	5.500%	EUR	950,000		1,545,745

Total					8,006,419


GERMANY (1.3%)
Bundesrepublik Deutschland
07/04/17	4.250%	EUR	4,155,000		6,168,055
01/04/19	3.750%	EUR	3,755,000		5,374,827

Total					11,542,882


INDONESIA (1.8%)
Indonesia Government International Bond (a) Senior Unsecured
04/20/15	7.250%		4,045,000		4,682,087
03/13/20	5.875%		5,185,000		5,651,650
Indonesia Treasury Bond Senior Unsecured
09/15/19	11.500%	IDR	7,800,000,000		1,077,922
09/15/25	11.000%	IDR	35,150,000,000		4,576,726

Total					15,988,385


IRELAND (0.1%)
Ireland Government Bond Senior Unsubordinated Notes
10/18/18	4.500%		930,000		937,578


ITALY (1.0%)
Italy Buoni Poliennali Del Tesoro
06/15/15	3.000%	EUR	820,000		1,063,958
08/01/18	4.500%	EUR	5,840,000		7,837,360

Total					8,901,318


JAPAN (0.4%)
Japan Government 10-Year Bond Senior Unsecured
09/20/18	1.500%	JPY	260,000,000		3,368,884


LITHUANIA (0.1%)
Lithuania Government International Bond Senior Unsecured (a)
09/14/17	5.125%		700,000		691,250

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 151

Portfolio of Investments (continued)

RiverSource VP – Strategic Income Fund


	Coupon	Principal
Issuer	rate	amount		Value

Foreign Government Obligations (continued)
MALAYSIA (0.2%)
Penerbangan Malaysia Bhd Government Guaranteed
03/15/16	5.625%		$135,000		$150,242
Penerbangan Malaysia Bhd (a) Government Guaranteed
03/15/16	5.625%		470,000		524,337
Petronas Capital Ltd. (a)
08/12/19	5.250%		600,000		642,516

Total					1,317,095


MEXICO (2.4%)
Mexican Bonos
12/13/18	8.500%	MXN	34,180,000		3,064,104
Mexico Government International Bond Senior Unsecured
01/11/40	6.050%		4,290,000		4,386,525
Mexico Government International Bond (b) Senior Unsecured
01/15/20	5.125%		4,670,000		4,868,475
Pemex Project Funding Master Trust
03/01/18	5.750%		5,420,000		5,794,993
01/21/21	5.500%		2,800,000		2,835,000

Total					20,949,097


NEW ZEALAND (0.4%)
New Zealand Government Bond Senior Unsecured
04/15/13	6.500%	NZD	1,655,000		1,357,657
05/15/21	6.000%	NZD	2,540,000		1,989,352

Total					3,347,009


NORWAY (0.7%)
Norway Government Bond
05/19/17	4.250%	NOK	33,670,000		6,083,066


PANAMA (0.4%)
Panama Government International Bond Senior Unsecured
01/26/36	6.700%		3,340,000		3,724,100


PERU (0.5%)
Peruvian Government International Bond Senior Unsecured
05/03/16	8.375%		1,710,000		2,111,850
07/21/25	7.350%		1,210,000		1,471,965
Peruvian Government International Bond (a) Senior Unsecured
08/12/20	7.840%	PEN	1,300,000		528,620

Total					4,112,435


PHILIPPINES (0.6%)
Philippine Government International Bond Senior Unsecured (b)
01/20/20	6.500%		4,310,000		4,978,050


POLAND (0.6%)
Poland Government Bond
10/24/15	6.250%	PLN	11,680,000		4,094,501
10/25/19	5.500%	PLN	4,000,000		1,312,642
Poland Government International Bond Senior Unsecured
07/15/19	6.375%		200,000		224,042

Total					5,631,185


QATAR (0.2%)
Qatari Diar Finance QSC Government Guaranteed (a)
07/21/20	5.000%		1,500,000		1,492,878


RUSSIAN FEDERATION (1.5%)
Gazprom Via Gazprom International SA (a)
02/01/20	7.201%		1,431,866		1,521,358
Russian Foreign Bond — Eurobond (a)
03/31/30	7.500%		7,518,000		8,683,290
Senior Unsecured
04/29/15	3.625%		2,100,000		2,102,730
03/31/30	7.500%		443,025		512,358

Total					12,819,736


SOUTH AFRICA (0.4%)
South Africa Government Bond
09/15/17	8.250%	ZAR	16,635,000		2,558,034
South Africa Government International Bond Senior Unsecured
03/09/20	5.500%		1,180,000		1,255,225

Total					3,813,259


SWEDEN (0.9%)
Sweden Government Bond
08/12/17	3.750%	SEK	45,765,000		7,099,813
12/01/20	5.000%	SEK	7,000,000		1,192,304

Total					8,292,117


TRINIDAD AND TOBAGO (0.1%)
Petroleum Co. of Trinidad & Tobado Ltd. Senior Unsecured (a)
08/14/19	9.750%		490,000		589,662


TURKEY (1.1%)
Turkey Government International Bond Senior Unsecured
09/26/16	7.000%		3,355,000		3,858,250
03/30/21	5.625%		1,900,000		1,976,000
02/05/25	7.375%		3,220,000		3,815,700

Total					9,649,950


UNITED KINGDOM (1.2%)
United Kingdom Gilt
09/07/16	4.000%	GBP	1,365,000		2,294,294
03/07/18	5.000%	GBP	3,100,000		5,491,089
03/07/25	5.000%	GBP	1,400,000		2,450,180

Total					10,235,563


VENEZUELA (1.0%)
Petroleos de Venezuela SA
04/12/17	5.250%		4,160,000		2,381,600
Senior Unsecured
10/28/16	5.125%		300,000		157,492
Venezuela Government International Bond Senior Unsecured
09/15/27	9.250%		2,520,000		1,877,400
Venezuela Government International Bond (a) Senior Unsecured
05/07/23	9.000%		6,086,000		4,138,480

Total					8,554,972


Total Foreign Government Obligations
(Cost: $200,355,593)				$	209,250,100


Municipal Bonds (0.1%)

State of California Unlimited General Obligation Bonds Taxable Build America Bonds Series 2009
04/01/39	7.550%	$	640,000	$	665,990


Total Municipal Bonds
(Cost: $682,156)				$	665,990




	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (h) (0.9%)


AEROSPACE & DEFENSE (0.1%)
TASC, Inc. Tranche B Term Loan (c)(i)
TBD	TBD	$	249,370	$	249,869
TransDigm, Inc. Term Loan (c)
12/06/16	5.000%		200,000		201,794

Total					451,663


AUTOMOTIVE (—%)
Autotrader.com, Inc. Tranche B Term Loan (c)
12/15/16	4.750%		150,000		150,687


BUILDING MATERIALS (0.1%)
Goodman Global, Inc. 1st Lien Term Loan (c)(i)
TBD	TBD		374,063		375,525


CHEMICALS (0.2%)
Celanese U.S. Holdings LLC Term Loan (c)
04/02/14	0.261-1.500%		400,000		398,228
Hexion Specialty Chemicals, Inc. Tranche C4A Term Loan (c)
05/05/13	2.563%		375,000		368,205
PQ Corp. 1st Lien Term Loan (c)(i)
TBD	TBD		324,169		311,260
Styron SARL Term Loan (c)(i)
TBD	TBD		222,152		225,207

Total					1,302,900


CONSUMER CYCLICAL SERVICES (—%)
Affinion Group, Inc. Tranche B Term Loan (c)(i)
TBD	TBD		99,749		99,375
Live Nation Entertainment, Inc. Tranche B Term Loan (c)
11/07/16	4.500%		225,000		224,532

Total					323,907


CONSUMER PRODUCTS (—%)
Amscan Holdings, Inc. (c) Term Loan
12/02/17	6.750-7.500%		1,150,000		265,018
Amscan Holdings, Inc. (c)(i) Term Loan
TBD	TBD		149,625		34,481

Total					299,499


ENTERTAINMENT (—%)
Six Flags Theme Parks, Inc. Tranche B Term Loan (c)
06/30/16	5.500%		125,000		125,976

See accompanying Notes to Financial Statements.

152 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (h) (continued)
FOOD AND BEVERAGE (0.1%)
Advantage Sales & Marketing, Inc. 1st Lien Term Loan (c)
12/18/17	5.250%		$75,000		$75,141
Earthbound Holdings III LLC Term Loan (c)
12/21/16	7.250%		375,000		377,580
Pierre Foods, Inc. 1st Lien Term Loan (c)(i)
TBD	TBD		199,500		199,334

Total					652,055


HEALTH CARE (0.2%)
Community Health Systems, Inc. (c) Delayed Draw Term Loan
07/25/14	2.544%		18,308		17,841
Term Loan
07/25/14	2.544%		356,692		347,596
ConvaTec, Inc. Term Loan (c)
12/22/16	5.750%		300,000		302,625
Health Management Associates, Inc. Tranche B Term Loan (c)
02/28/14	2.053%		200,000		196,200
MedAssets, Inc. Term Loan (c)
11/16/16	5.250%		300,000		301,125
Res-Care, Inc. Tranche B Term Loan (c)
12/22/16	6.250%		100,000		98,000

Total					1,263,387


LIFE INSURANCE (—%)
CNO Financial Group, Inc. Term Loan (c)
09/30/16	7.500%		300,000		301,950


MEDIA CABLE (—%)
Bresnan Broadband Holdings LLC Tranche B Term Loan (c)
12/14/17	4.500%		100,000		100,443
WideOpenWest Finance LLC 1st Lien Term Loan (c)(i)
TBD	TBD		250,000		231,625

Total					332,068


MEDIA NON-CABLE (—%)
Getty Images, Inc. Term Loan (c)
11/07/16	5.250-6.000%		75,000		75,563


OTHER INDUSTRY (—%)
Illumination Detection Systems Term Loan (c)
11/23/16	6.000%		225,000		226,125


PACKAGING (0.1%)
Berry Plastics Tranche C Term Loan (c)
04/03/15	2.284%		150,000		141,477
Bway Holding Co. Tranche B Term Loan (c)(i)
TBD	TBD		229,039		230,042
Graham Packaging Co. LP Tranche C Term Loan (c)(i)
TBD	TBD		288,063		291,364
ICL Industrial Containers ULC/ICL Contenants Industriels ULC Tranche C Term Loan (c)(i)
TBD	TBD		20,335		20,424

Total					683,307


RETAILERS (0.1%)
Michaels Stores, Inc. Tranche B1 Term Loan (c)
10/31/13	2.563%		315,952		307,144
Pep Boys-Manny, Moe & Jack (The) (c)(i) Term Loan
TBD	TBD		199,638		194,897
PetCo Animal Supplies, Inc. (c) Term Loan
11/24/17	6.000%		200,000		199,834
PetCo Animal Supplies, Inc. (c)(i) Term Loan
TBD	TBD		225,000		224,813

Total					926,688


SUPERMARKETS (—%)
Great Atlantic & Pacific Tea Co., Inc. (The) Debtor In Possession Term Loan (c)
06/13/12	8.750%		250,000		251,875


TECHNOLOGY (—%)
SunGard Data Systems, Inc. Tranche B Term Loan (c)(i)
TBD	TBD		244,500		242,666
Syniverse Holdings, Inc. (c)(i) Term Loan
TBD	TBD		75,000		75,844

Total					318,510


Total Senior Loans
(Cost: $8,020,664)				$	8,061,685


	Shares		Value

Money Market Fund (6.2%)

Columbia Short-Term Cash Fund, 0.229% (m)(n)		54,155,709		$54,155,709


Total Money Market Fund
(Cost: $54,155,709)			$	54,155,709


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (16.4%)


Asset-Backed Commercial Paper (0.6%)
Rheingold Securitization
02/16/11	0.521%		$4,993,355	$	4,993,355


Certificates of Deposit (10.4%)
Bank of Nova Scotia
01/03/11	0.300%		5,000,000		5,000,000
Banque et Caisse d’Epargne de l’Etat
02/22/11	0.300%		2,498,085		2,498,085
Barclays Bank PLC
02/23/11	0.425%		5,000,000		5,000,000
Credit Industrial et Commercial
02/22/11	0.395%		5,000,000		5,000,000
DZ Bank AG
01/18/11	0.345%		1,998,812		1,998,812
02/10/11	0.400%		5,000,000		5,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		5,000,000		5,000,000
KBC Bank NV
01/24/11	0.450%		6,000,000		6,000,000
La Banque Postale
02/17/11	0.365%		6,000,000		6,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		6,000,027		6,000,027
Mitsubishi UFJ Trust and Banking Corp.
01/06/11	0.330%		5,000,000		5,000,000
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		5,000,000		5,000,000
Natixis
03/07/11	0.440%		5,000,000		5,000,000
Norinchukin Bank
02/08/11	0.330%		2,000,000		2,000,000
03/02/11	0.350%		5,000,125		5,000,125
Pohjola Bank PLC
03/14/11	0.610%		5,000,000		5,000,000
Societe Generale
02/17/11	0.310%		4,996,042		4,996,042
Sumitomo Trust & Banking Co., Ltd.
02/04/11	0.400%		5,000,000		5,000,000
United Overseas Bank Ltd.
01/18/11	0.330%		6,000,000		6,000,000

Total					90,493,091


Commercial Paper (1.1%)
Macquarie Bank Ltd.
02/09/11	0.375%		4,995,573		4,995,573
Suncorp Metway Ltd.
01/10/11	0.400%		4,998,167		4,998,167

Total					9,993,740


Other Short-Term Obligations (0.1%)
Natixis Financial Products LLC
01/03/11	0.500%		1,500,000		1,500,000


Repurchase Agreements (4.2%)
G.X. Clarke and Company dated 12/31/10, matures 01/03/11,
repurchase price $10,000,208 (o)	0.250%		10,000,000		10,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11,
repurchase price $4,398,110 (o)	0.170%		4,398,048		4,398,048
Merrill Lynch Government Securities Income dated 12/31/10, matures 01/03/11,
repurchase price $2,000,042 (o)	0.250%		2,000,000		2,000,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 153

Portfolio of Investments (continued)

RiverSource VP – Strategic Income Fund


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)

Repurchase Agreements (cont.)
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11,
repurchase price $15,000,313 (o)	0.250%		$15,000,000		$15,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11,
repurchase price $5,000,208 (o)	0.500%		5,000,000		5,000,000

Total					36,398,048


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $143,378,234)				$	143,378,234


Total Investments
(Cost: $993,785,529)				$	1,020,510,416
Other Assets & Liabilities, Net					(148,514,882)


Net Assets					$871,995,534

Investments in Derivatives

Futures Contracts Outstanding at December 31, 2010


	Number of
	contracts			Notional			Expiration		Unrealized		Unrealized
Contract description	long (short)			market value			date		appreciation		depreciation
U.S. Treasury Long Bond, 20-year		174			$21,249,750			March 2011		$—		$(678,823	)
U.S. Treasury Note, 2-year		262			57,353,438			April 2011		—		(33,146	)
U.S. Treasury Note, 5-year		(23	)		(2,707,531	)		April 2011		—		(19,081	)
U.S. Treasury Note, 10-year		(755	)		(90,930,313	)		March 2011		2,216,680		—
U.S. Treasury Ultra Bond, 30-year		149			18,936,969			March 2011		—		(217,904	)

Total										$2,216,680		$(948,954	)

Forward Foreign Currency Exchange Contracts Open at December 31, 2010


			Currency to			Currency to			Unrealized		Unrealized
Counterparty	Exchange date		be delivered			be received			appreciation		depreciation
UBS Securities		Jan. 7, 2011		4,480,000			3,406,637			$—		$(80,404	)
				(NZD	)		(USD	)

State Street Bank & Trust Co.		Jan. 11, 2011		4,000,000			5,272,620			—		(74,689	)
				(EUR	)		(USD	)

HSBC Securities (USA), Inc.		Jan. 12, 2011		10,241,000			10,587,804			—		(383,559	)
				(CHF	)		(USD	)

Goldman, Sachs & Co.		Jan. 12, 2011		3,274,000			4,299,581			—		(77,204	)
				(EUR	)		(USD	)

J.P. Morgan Securities, Inc.		Jan. 12, 2011		530,459,000			6,340,463			—		(195,035	)
				(JPY	)		(USD	)

State Street Bank & Trust Co.		Jan. 12, 2011		6,321,182			6,387,000			197,486		—
				(USD	)		(AUD	)

HSBC Securities (USA), Inc.		Jan. 12, 2011		10,765,586			64,008,000			224,259		—
				(USD	)		(NOK	)

UBS Securities		Jan. 12, 2011		4,307,619			5,701,000			128,442		—
				(USD	)		(NZD	)

Total										$550,187		$(810,891	)

See accompanying Notes to Financial Statements.

154 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Principal amounts are denominated in United States Dollars unless otherwise noted.

Notes to Portfolio of Investments


(a)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2010, the value of these securities amounted to $205,750,333 or 23.60% of net assets.

(b)		At December 31, 2010, security was partially or fully on loan.

(c)		Variable rate security. The interest rate shown reflects the rate as of December 31, 2010.


(d)		Represents fair value as determined in good faith under procedures approved by the Board of Directors. At December 31, 2010, the value of these securities amounted to $0, which represents 0.00% of net assets.


(e)		Identifies issues considered to be illiquid as to their marketability. The aggregate value of such securities at December 31, 2010 was $0, representing 0.00% of net assets. Information concerning such security holdings at December 31, 2010 was as follows:


(f)		Negligible market value.

(g)		The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(h)		Senior loans have rates of interest that float periodically based primarily on the London Interbank Offered Rate (“LIBOR”) and other short-term rates. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(i)		Represents a senior loan purchased on a when-issued or delayed delivery basis. Certain details associated with this purchase are not known prior to the settlement date of the transaction. In addition, senior loans typically trade without accrued interest and therefore a weighted average coupon rate is not available prior to settlement. At settlement, if still unknown, the borrower or counterparty will provide the Fund with the final weighted average coupon rate and maturity date.

(j)		Represents a security purchased on a when-issued or delayed delivery basis.

(k)		At December 31, 2010, investments in securities included securities valued at $1,712,117 that were partially pledged as collateral to cover initial margin deposits on open interest rate futures contracts.

(l)		Zero coupon bond.

(m)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(n)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

interest income

Value

Columbia Short-Term Cash Fund

$24,558

$748,091,208

$(693,960,057

)

$—

$54,155,709

$84,442

$54,155,709


(o)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


G.X. Clarke and Company (0.250%)
Security description	Value
Federal Farm Credit Bank		$5,325
Federal Home Loan Banks		56,773
Federal Home Loan Mortgage Corp		42,340
Federal National Mortgage Association		28,649
Tennessee Valley Authority		3,012
United States Treasury Bill		2,187,173
United States Treasury Note/Bond		7,871,562
United States Treasury Strip Coupon		3,878
United States Treasury Strip Principal		1,409

Total market value of collateral securities		$10,200,121

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 155

Portfolio of Investments (continued)

RiverSource VP – Strategic Income Fund

Notes to Portfolio of Investments (continued)


Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$4,486,009

Total market value of collateral securities		$4,486,009



Merrill Lynch Government Securities Income (0.250%)
Security description	Value
Fannie Mae REMICS		$384,128
Freddie Mac REMICS		1,655,876

Total market value of collateral securities		$2,040,004



Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$1,388,482
Federal Home Loan Mortgage Corp		808,413
Federal National Mortgage Association		899,758
Government National Mortgage Association		12,203,390

Total market value of collateral securities		$15,300,043



Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000

Abbreviation Legend


PIK		Payment-in-Kind

Currency Legend


AUD		Australian Dollar
BRL		Brazilian Real
CAD		Canadian Dollar
CHF		Swiss Franc
EUR		European Monetary Unit
GBP		Pound Sterling
IDR		Indonesioan Rupiah
JPY		Japanese Yen
MXN		Mexican Peso
NOK		Norwegian Krone
NZD		New Zealand Dollar
PEN		Peru Nuevos Soles
PLN		Polish Zloty
SEK		Swedish Krona
UYU		Uruguay Pesos
ZAR		South African Rand

See accompanying Notes to Financial Statements.

156 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 157

Portfolio of Investments (continued)

RiverSource VP – Strategic Income Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1			Level 2
	quoted prices			other			Level 3
	in active			significant			significant
	markets for			observable			unobservable
Description(a)	identical assets			inputs(b)			inputs		Total
Bonds
Corporate Bonds & Notes
Sovereign		$—			$7,962,990			$1,491,466		$9,454,456
All Other Industries		—			442,629,928			—		442,629,928
Residential Mortgage-Backed Securities — Agency		13,240,637			26,980,479			—		40,221,116
Commercial Mortgage-Backed Securities		—			20,604,611			—		20,604,611
U.S. Treasury Obligations		92,088,587			—			—		92,088,587
Foreign Government Obligations		—			209,250,100			—		209,250,100
Municipal Bonds		—			665,990			—		665,990

Total Bonds		105,329,224			708,094,098			1,491,466		814,914,788

Other
Senior Loans		—			8,061,685			—		8,061,685
Affiliated Money Market Fund(c)		54,155,709			—			—		54,155,709
Investments of Cash Collateral Received for Securities on Loan		—			143,378,234			—		143,378,234

Total Other		54,155,709			151,439,919			—		205,595,628

Investments in Securities		159,484,933			859,534,017			1,491,466		1,020,510,416
Derivatives(d)
Assets
Futures Contracts		2,216,680			—			—		2,216,680
Forward Foreign Currency Exchange Contracts		—			550,187			—		550,187
Liabilities
Futures Contracts		(948,954	)		—			—		(948,954	)
Forward Foreign Currency Exchange Contracts		—			(810,891	)		—		(810,891	)

Total		$160,752,659			$859,273,313			$1,491,466		$1,021,517,438


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Corporate Bonds
	& Notes
Balance as of May 7, 2010 (when shares became available)		$—
Accrued discounts/premiums		(476	)
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)*		18,979
Sales		—
Purchases		1,472,963
Transfers into Level 3		—
Transfers out of Level 3		—

Balance as of December 31, 2010		$1,491,466


*		Change in unrealized appreciation (depreciation) relating to securities held at December 31, 2010 was $18,979.

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

See accompanying Notes to Financial Statements.

158 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 159

Portfolio of Investments

VP – AllianceBernstein International Value Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (96.6%)

AUSTRALIA (3.5%)
Australia & New Zealand Banking Group Ltd.		131,400		$3,134,769
Boral Ltd. (a)		963,100		4,752,716
Challenger Ltd.		753,200		3,616,859
Incitec Pivot Ltd. (a)		1,753,400		7,094,136
Macquarie Group Ltd. (a)		63,200		2,389,789
National Australia Bank Ltd.		823,200		19,933,201
Telstra Corp., Ltd.		1,235,900		3,522,986

Total				44,444,456


AUSTRIA (0.7%)
OMV AG (a)		211,500		8,817,644


BELGIUM (1.7%)
Delhaize Group SA		204,100		15,079,917
KBC Groep NV (a)(b)		189,983		6,476,217

Total				21,556,134


BERMUDA (0.8%)
Esprit Holdings Ltd.		2,219,900		10,568,232


BRAZIL (1.0%)
Banco do Brasil SA		15,600		295,095
Rossi Residencial SA		107,500		957,209
Vale SA, ADR (a)		373,400		11,284,148

Total				12,536,452


CANADA (6.0%)
Agrium, Inc.		132,800		12,182,875
Lundin Mining Corp. (b)		875,700		6,374,155
Magna International, Inc., Class A (b)		76,063		3,958,723
National Bank of Canada		109,400		7,515,629
Nexen, Inc.		611,874		13,987,094
Penn West Energy Trust Unit		380,430		9,093,093
Quebecor, Inc., Class B		83,100		3,134,371
Suncor Energy, Inc.		297,900		11,433,339
Toronto-Dominion Bank (The)		94,700		7,049,804

Total				74,729,083


CAYMAN ISLANDS (0.2%)
Daphne International Holdings Ltd. (a)		2,420,000		2,266,804


CHINA (0.6%)
Bank of China Ltd., Series H (a)		7,395,300		3,901,278
China Petroleum & Chemical Corp., Series H (a)		4,374,000		4,187,154

Total				8,088,432


DENMARK (0.6%)
Danske Bank A/S (b)		317,005		8,135,473


FINLAND (0.4%)
Cargotec OYJ, Series B		87,200		4,549,182


FRANCE (12.7%)
Arkema SA		116,300		8,375,161
BNP Paribas		232,641		14,806,449
Bouygues SA		476,428		20,542,855
Cap Gemini SA (a)		286,400		13,373,284
Cie de St. Gobain		98,700		5,079,773
Cie Generale de Geophysique-Veritas (a)(b)		240,100		7,309,994
EDF SA		272,200		11,169,204
France Telecom SA		536,900		11,192,968
PPR		58,200		9,258,410
Renault SA (b)		221,500		12,880,403
Sanofi-Aventis SA		166,900		10,675,906
Societe Generale		333,900		17,952,501
Vivendi SA		627,410		16,942,179

Total				159,559,087


GERMANY (6.9%)
Allianz SE		175,700		20,890,638
Bayer AG		252,000		18,602,481
E.ON AG		690,500		21,030,440
Muenchener Rueckversicherungs AG		91,100		13,795,298
ThyssenKrupp AG		293,700		12,247,574

Total				86,566,431


HONG KONG (0.6%)
New World Development Ltd.		4,100,000		7,702,007


IRELAND (0.2%)
Smurfit Kappa Group PLC (b)		250,700		2,446,491


ITALY (3.7%)
ENI SpA		620,300		13,600,369
Telecom Italia SpA		12,657,900		16,429,102
UniCredit SpA		7,818,700		16,215,429

Total				46,244,900


JAPAN (26.3%)
Aeon Co., Ltd. (a)		300,100		3,746,122
Asahi Breweries Ltd. (a)		399,500		7,713,454
Asahi Glass Co., Ltd.		1,125,000		13,088,402
Asics Corp.		282,000		3,610,813
DIC Corp.		1,057,000		2,356,807
Dowa Holdings Co., Ltd.		496,000		3,241,619
East Japan Railway Co.		131,500		8,536,085
Furukawa Electric Co., Ltd.		1,330,000		5,954,205
Isuzu Motors Ltd.		1,017,000		4,597,232
ITOCHU Corp.		585,500		5,901,527
Japan Tobacco, Inc.		4,552		16,814,796
JFE Holdings, Inc.		382,500		13,267,072
JX Holdings, Inc.		1,377,300		9,323,678
KDDI Corp.		1,672		9,645,552
Konica Minolta Holdings, Inc.		415,500		4,295,931
Mitsubishi Corp.		547,500		14,761,533
Mitsubishi Electric Corp. (a)		350,000		3,658,597
Mitsubishi Gas Chemical Co., Inc.		851,000		6,021,353
Mitsubishi Tanabe Pharma Corp.		247,000		4,165,312
Mitsubishi UFJ Financial Group, Inc.		776,200		4,186,911
Mitsui & Co., Ltd.		776,500		12,781,186
Mitsui Fudosan Co., Ltd.		651,000		12,942,483
NGK Spark Plug Co., Ltd.		359,000		5,488,149
Nippon Express Co., Ltd.		1,338,000		6,011,031
Nippon Shokubai Co., Ltd.		271,000		2,795,419
Nippon Telegraph & Telephone Corp.		321,700		14,654,928
Nissan Motor Co., Ltd.		1,458,000		13,797,565
ORIX Corp. (a)		125,010		12,252,401
Sharp Corp. (a)		1,146,000		11,764,451
Sony Corp.		346,200		12,386,301
SUMCO Corp. (b)		227,000		3,233,547
Sumitomo Electric Industries Ltd.		847,700		11,718,850
Sumitomo Mitsui Financial Group, Inc.		410,600		14,543,542
Sumitomo Rubber Industries, Ltd. (a)		292,600		3,044,588
Tokyo Electric Power Co., Inc. (The)		565,600		13,795,869
Tokyo Gas Co., Ltd.		1,597,000		7,074,549
Toshiba Corp.		1,637,000		8,887,749
Toyota Motor Corp.		469,600		18,494,255

Total				330,553,864


KOREA (1.9%)
Hana Financial Group, Inc.		127,800		4,904,160
KB Financial Group, Inc. (b)		92,000		4,878,665
LG Electronics, Inc. (b)		45,310		4,739,340
Samsung Electronics Co., Ltd.		10,570		8,900,324

Total				23,422,489


NETHERLANDS (1.3%)
Koninklijke Ahold NV		612,100		8,081,090
Koninklijke DSM NV		149,432		8,510,805

Total				16,591,895


NORWAY (1.4%)
DNB NOR ASA		703,600		9,922,341
Petroleum Geo-Services ASA (b)		295,200		4,651,610
Telenor ASA		198,500		3,242,489

Total				17,816,440


POLAND (0.6%)
KGHM Polska Miedz SA		120,200		7,036,137


RUSSIAN FEDERATION (1.0%)
Gazprom OAO, ADR (a)		311,500		7,865,375
LUKOIL OAO, ADR		73,150		4,132,975

Total				11,998,350


SWITZERLAND (3.1%)
Clariant AG (b)		215,400		4,372,471
Novartis AG		423,280		24,962,020
UBS AG (b)		548,704		9,025,395

Total				38,359,886


TAIWAN (0.7%)
AU Optronics Corp. (b)		5,294,000		5,512,688
Lite-On Technology Corp.		2,628,073		3,621,752

Total				9,134,440


TURKEY (0.6%)
Turkiye Garanti Bankasi AS		733,500		3,729,499
Turkiye Vakiflar Bankasi Tao, Series D		1,600,800		4,069,654

Total				7,799,153


UNITED KINGDOM (20.1%)
AstraZeneca PLC		705,100		32,126,313
Aviva PLC		1,825,100		11,184,309
BAE Systems PLC		2,231,800		11,484,158
Barclays PLC		3,261,700		13,307,446

See accompanying Notes to Financial Statements.

160 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Issuer	Shares		Value

Common Stocks (continued)

UNITED KINGDOM (CONT.)
BP PLC		3,620,800		$26,284,567
British American Tobacco PLC		157,600		6,053,949
Firstgroup PLC		506,100		3,143,233
GKN PLC		3,182,500		11,026,620
Imperial Tobacco Group PLC		526,600		16,159,797
Inchcape PLC (b)		1,068,219		5,939,797
Informa PLC		1,081,100		6,869,473
Lloyds Banking Group PLC (b)		6,537,400		6,697,310
Marks & Spencer Group PLC		734,550		4,226,469
Rentokil Initial PLC (b)		3,490,900		5,274,620
Rio Tinto PLC		376,800		26,360,189
Royal Dutch Shell PLC, Series A		870,324		28,772,099
Vodafone Group PLC		10,024,500		25,916,551
Xstrata PLC		463,944		10,891,214

Total				251,718,114


Total Common Stocks
(Cost: $1,041,689,439)				$1,212,641,576


	Shares		Value

Money Market Fund (2.7%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		33,511,746		$33,511,746


Total Money Market Fund
(Cost: $33,511,746)				$33,511,746


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (5.3%)


Asset-Backed Commercial Paper (0.1%)
Rheingold Securitization
02/16/11	0.521%		$1,997,342		$1,997,342


Certificates of Deposit (1.2%)
Credit Industrial et Commercial
02/22/11	0.395%		1,000,000		1,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		1,000,000		1,000,000
02/17/11	0.300%		2,000,000		2,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		2,000,000		2,000,000
KBC Bank NV
01/20/11	0.450%		1,000,000		1,000,000
01/24/11	0.450%		2,000,000		2,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		2,000,009		2,000,009
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		2,000,000		2,000,000
United Overseas Bank Ltd.
02/22/11	0.340%		2,000,000		2,000,000

Total					15,000,009


Commercial Paper (0.2%)
Macquarie Bank Ltd.
02/09/11	0.375%		1,998,229		1,998,229


Other Short-Term Obligations (0.2%)
Natixis Financial Products LLC
01/03/11	0.500%		2,000,000		2,000,000


Repurchase Agreements (3.6%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $3,000,775 (e)
	0.300%		3,000,000		3,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $10,000,333 (e)
	0.400%		10,000,000		10,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $2,000,027 (e)
	0.160%		2,000,000		2,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $4,925,644 (e)
	0.170%		4,925,574		4,925,574
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $10,000,417 (e)
	0.500%		10,000,000		10,000,000
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $5,000,208 (e)
	0.500%		5,000,000		5,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $10,000,375 (e)
	0.450%		10,000,000		10,000,000

Total					44,925,574


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $65,921,154)					$65,921,154


Total Investments
(Cost: $1,141,122,339)				$	1,312,074,476
Other Assets & Liabilities, Net					(57,320,125)


Net Assets				$	1,254,754,351

Summary of Investments in Securities by Industry

The following table represents the portfolio investments of the Fund by industry classifications as a percentage of net assets at December 31, 2010:


	Percentage of
Industry	net assets			Value
Aerospace & Defense		0.9	%		$11,484,158
Auto Components		1.9			23,518,081
Automobiles		4.0			49,769,455
Beverages		0.6			7,713,454
Building Products		1.4			18,168,176
Capital Markets		0.9			11,415,184
Chemicals		4.1			51,709,028
Commercial Banks		13.7			171,655,373
Commercial Services & Supplies		0.4			5,274,620
Computers & Peripherals		1.0			12,509,501
Construction & Engineering		1.6			20,542,855
Construction Materials		0.4			4,752,716
Consumer Finance		1.0			12,252,401

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 161

Portfolio of Investments (continued)

VP – AllianceBernstein International Value Fund

Summary of Investments in Securities by Industry (continued)


	Percentage of
Industry	net assets			Value
Containers & Packaging		0.2	%		$2,446,491
Distributors		0.5			5,939,797
Diversified Financial Services		0.3			3,616,858
Diversified Telecommunication Services		3.9			49,042,471
Electric Utilities		3.6			45,995,513
Electrical Equipment		1.7			21,331,652
Electronic Equipment, Instruments & Components		0.4			5,512,688
Energy Equipment & Services		1.0			11,961,604
Food & Staples Retailing		2.1			26,907,128
Gas Utilities		0.6			7,074,549
Household Durables		2.4			29,847,301
Insurance		3.7			45,870,245
IT Services		1.1			13,373,284
Machinery		0.4			4,549,182
Media		1.9			23,811,653
Metals & Mining		7.2			90,702,108
Multiline Retail		1.1			13,484,879
Office Electronics		0.3			4,295,931
Oil, Gas & Consumable Fuels		11.0			137,497,387
Pharmaceuticals		7.2			90,532,031
Real Estate Management & Development		1.6			20,644,491
Road & Rail		1.4			17,690,349
Semiconductors & Semiconductor Equipment		1.0			12,133,871
Specialty Retail		0.8			10,568,232
Textiles, Apparel & Luxury Goods		0.5			5,877,616
Tobacco		3.1			39,028,542
Trading Companies & Distributors		2.7			33,444,246
Wireless Telecommunication Services		3.1			38,696,475
Other ⁽¹⁾		7.9			99,432,900

Total					$1,312,074,476


⁽¹⁾		Cash & Cash Equivalents.

Investments in Derivatives

At December 31, 2010, $958,697 was held in a margin deposit account as collateral to cover initial margin requirements on open stock index futures contracts.

Futures Contracts Outstanding at December 31, 2010

Number of

contracts

Notional

Expiration

Unrealized

Contract description

long (short)

market value

date

appreciation

depreciation

Euro STOXX 50

336

$12,549,665

March 2011

$—

$(277,409

)

Forward Foreign Currency Exchange Contracts Open at December 31, 2010


			Currency to			Currency to			Unrealized		Unrealized
Counterparty	Exchange date		be delivered			be received			appreciation		depreciation
JP Morgan Securities, Inc.		February 15, 2011		58,787,000			58,334,441			$—		$(543,768	)
				(CAD	)		(USD	)

JP Morgan Securities, Inc.		February 15, 2011		21,131,000			29,379,697			1,130,890		—
				(EUR	)		(USD	)

See accompanying Notes to Financial Statements.

162 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Forward Foreign Currency Exchange Contracts Open at December 31, 2010 (continued)


			Currency to			Currency to			Unrealized		Unrealized
Counterparty	Exchange date		be delivered			be received			appreciation		depreciation
JP Morgan Securities, Inc.		February 15, 2011		133,994,000			17,296,690			$51,112		$—
				(HKD	)		(USD	)

JP Morgan Securities, Inc.		February 15, 2011		4,777,256,000			57,545,900			—		(1,307,266	)
				(JPY	)		(USD	)

JP Morgan Securities, Inc.		February 15, 2011		640,210,000			7,892,135			5,100		—
				(JPY	)		(USD	)

JP Morgan Securities, Inc.		February 15, 2011		63,914,746			65,103,000			2,242,467		—
				(USD	)		(AUD	)

JP Morgan Securities, Inc.		February 15, 2011		46,300,911			44,718,000			1,594,223		—
				(USD	)		(CHF	)

JP Morgan Securities, Inc.		February 15, 2011		36,966,649			23,082,000			—		(978,634	)
				(USD	)		(GBP	)

JP Morgan Securities, Inc.		February 15, 2011		37,273,841			249,485,000			—		(190,805	)
				(USD	)		(SEK	)

Total										$5,023,792		$(3,020,473	)

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$11,535

$1,183,222,567

$(1,149,722,356

)

$—

$33,511,746

$52,729

$33,511,746


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital (0.300%)
Security description	Value
Arabella Ltd		$15,119
Archer Daniels		155,540
Asb Finance Ltd		184,273
Banco Bilbao Vizcaya		497,437
Banco Bilbao Vizcaya Argentaria/New York NY		7,356
BP Capital Markets		92,444
BPCE		66,462
Central American Bank		576
Commonwealth Bank of Australia		93,581
Credit Agricole NA		154
Danske Corp		230,223
Electricite De France		381,229
European Investment Bank		512,954
Gdz Suez		79,186
Golden Funding Corp		5,451
Ing (US) Funding LLC		24
Natexis Banques		59,201
Nationwide Building		369,079
Natixis NY		28,800

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 163

Portfolio of Investments (continued)

VP – AllianceBernstein International Value Fund

Notes to Portfolio of Investments (continued)


Barclays Capital (0.300%) (continued)
Security description	Value
Natixis US Finance Co		$480
Prudential PLC		111,342
Silver Tower US Fund		1,440
Skandin Ens Banken		14,411
Societe Gen No Amer		239,878
Societe Generale NY		3,120
UBS Ag Stamford		240

Total market value of collateral securities		$3,150,000


Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$320,311
Fannie Mae Pool		874,788
Fannie Mae Principal Strip		10,461
Fannie Mae REMICS		586,397
Federal Farm Credit Bank		545,370
Federal Home Loan Banks		977,074
Federal Home Loan Mortgage Corp		73,306
Federal National Mortgage Association		847,192
FHLMC Structured Pass Through Securities		346,798
Freddie Mac Non Gold Pool		839,719
Freddie Mac Reference REMIC		5,651
Freddie Mac REMICS		515,393
Freddie Mac Strips		151,984
Ginnie Mae I Pool		98,236
Ginnie Mae II Pool		544,541
Government National Mortgage Association		219,090
United States Treasury Inflation Indexed Bonds		30,114
United States Treasury Note/Bond		2,393,049
United States Treasury Strip Coupon		715,272
United States Treasury Strip Principal		105,254

Total market value of collateral securities		$10,200,000


Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$9,936
Fannie Mae REMICS		671,997
Fannie Mae Whole Loan		17,095
Fannie Mae-Aces		1,305
Freddie Mac Reference REMIC		46,564
Freddie Mac REMICS		1,026,652
Government National Mortgage Association		266,451

Total market value of collateral securities		$2,040,000


Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$5,024,086

Total market value of collateral securities		$5,024,086

See accompanying Notes to Financial Statements.

164 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$4,938
Fannie Mae Pool		4,149,551
Fannie Mae REMICS		428,238
Fannie Mae Whole Loan		11,634
Federal Farm Credit Bank		6,664
Federal Home Loan Banks		172,904
Federal Home Loan Mortgage Corp		26,630
FHLMC Structured Pass Through Securities		25,222
Freddie Mac Gold Pool		2,174,343
Freddie Mac Non Gold Pool		257,995
Freddie Mac REMICS		479,399
Ginnie Mae II Pool		351,038
Government National Mortgage Association		651,145
United States Treasury Note/Bond		1,460,299

Total market value of collateral securities		$10,200,000


Nomura Securities (0.500%)
Security description	Value
Fannie Mae Pool		$2,283,415
Freddie Mac Gold Pool		2,816,585

Total market value of collateral securities		$5,100,000


Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$5,193,059
Fannie Mae REMICS		1,170,920
Freddie Mac Gold Pool		444,184
Freddie Mac REMICS		1,545,473
Ginnie Mae I Pool		395,584
Government National Mortgage Association		1,450,780

Total market value of collateral securities		$10,200,000

Abbreviation Legend


ADR		American Depositary Receipt

Currency Legend


AUD		Australian Dollar
CAD		Canadian Dollar
CHF		Swiss Franc
EUR		European Monetary Unit
GBP		Pound Sterling
HKD		Hong Kong Dollar
JPY		Japanese Yen
SEK		Swedish Krona

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 165

Portfolio of Investments (continued)

VP – AllianceBernstein International Value Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

166 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1			Level 2
	quoted prices			other			Level 3
	in active			significant			significant
	markets for			observable			unobservable
Description(a)	identical assets			inputs(b)			inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$4,915,933			$157,901,082			$—		$162,817,015
Consumer Staples		—			73,649,124			—		73,649,124
Energy		34,513,526			114,945,465			—		149,458,991
Financials		14,860,528			250,594,025			—		265,454,553
Health Care		—			90,532,031			—		90,532,031
Industrials		—			132,485,238			—		132,485,238
Information Technology		—			47,825,274			—		47,825,274
Materials		29,841,178			119,769,164			—		149,610,342
Telecommunication Services		3,134,371			84,604,575			—		87,738,946
Utilities		—			53,070,062			—		53,070,062

Total Equity Securities		87,265,536			1,125,376,040			—		1,212,641,576

Other
Affiliated Money Market Fund(c)		33,511,746			—			—		33,511,746
Investments of Cash Collateral Received for Securities on Loan		—			65,921,154			—		65,921,154

Total Other		33,511,746			65,921,154			—		99,432,900

Investments in Securities		120,777,282			1,191,297,194			—		1,312,074,476
Derivatives(d)
Assets
Forward Foreign Currency Exchange Contracts		—			5,023,792			—		5,023,792
Liabilities
Futures Contracts		(277,409	)		—			—		(277,409	)
Forward Foreign Currency Exchange Contracts		—			(3,020,473	)		—		(3,020,473	)

Total		$120,499,873			$1,193,300,513			$—		$1,313,800,386


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

(d)		Derivatives are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 167

Portfolio of Investments

VP – American Century Diversified Bond Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (28.6%)
AEROSPACE & DEFENSE (0.2%)
L-3 Communications Corp.
01/15/15	5.875%	$	2,000,000	$	2,037,500
Lockheed Martin Corp. Senior Unsecured
11/15/39	5.500%		2,000,000		2,037,778
Northrop Grumman Corp. Senior Unsecured
08/01/14	3.700%		500,000		525,065

Total					4,600,343


AGENCIES (1.4%)
Ally Financial, Inc. FDIC Government Guaranty (a)
10/30/12	1.750%		10,000,000		10,177,120
General Electric Capital Corp. FDIC Government Guaranty (a)(b)
12/28/12	2.625%		10,000,000		10,363,749
JPMorgan Chase & Co. FDIC Government Guaranty (a)
06/15/12	2.200%		7,000,000		7,161,315

Total					27,702,184


AUTOMOTIVE (0.2%)
American Honda Finance Corp. Senior Unsecured (c)
09/21/15	2.500%		2,500,000		2,468,823
Nissan Motor Acceptance Corp. Senior Unsecured (c)
01/30/13	3.250%		1,000,000		1,020,404

Total					3,489,227


BANKING (5.9%)
American Express Centurion Bank
09/13/17	6.000%		3,000,000		3,343,206
Senior Unsecured
10/17/12	5.550%		1,000,000		1,069,618
American Express Co. Senior Unsecured (b)
05/20/14	7.250%		2,050,000		2,335,419
American Express Credit Corp. Senior Unsecured
09/15/15	2.750%		680,000		668,906
BB&T Corp. Senior Unsecured
04/30/14	5.700%		122,000		134,228
Bank of America Corp.
08/01/16	6.500%		5,500,000		5,968,012
Senior Unsecured
05/01/13	4.900%		1,960,000		2,043,516
04/01/15	4.500%		2,330,000		2,368,061
Bank of America Corp. (b) Senior Unsecured
07/01/20	5.625%		2,670,000		2,712,736
Bank of America NA Subordinated Notes
03/15/17	5.300%		2,000,000		2,026,866
Barclays Bank PLC Senior Unsecured (b)
09/22/16	5.000%		1,500,000		1,587,300
Capital One Bank USA NA Subordinated Notes
07/15/19	8.800%		1,000,000		1,230,039
Capital One Financial Corp. Senior Unsecured
02/21/12	4.800%		1,650,000		1,707,720
Citigroup, Inc. Senior Unsecured
12/13/13	6.000%		2,670,000		2,917,602
05/19/15	4.750%		2,000,000		2,094,194
05/15/18	6.125%		1,500,000		1,643,291
07/15/39	8.125%		750,000		954,103
Citigroup, Inc. (b) Senior Unsecured
01/15/15	6.010%		5,000,000		5,485,130
08/09/20	5.375%		870,000		903,936
Credit Suisse (b) Senior Unsecured
05/01/14	5.500%		1,560,000		1,710,777
03/23/15	3.500%		3,000,000		3,072,903
08/05/20	4.375%		2,260,000		2,218,866
Deutsche Bank AG Senior Unsecured
08/18/14	3.875%		2,000,000		2,099,508
Fifth Third Bancorp Senior Unsecured
05/01/13	6.250%		1,780,000		1,929,299
Goldman Sachs Group, Inc. (The) Senior Notes
08/01/15	3.700%		1,570,000		1,599,692
Senior Unsecured
01/15/15	5.125%		3,950,000		4,243,817
03/15/20	5.375%		4,300,000		4,443,452
Goldman Sachs Group, Inc. (The) (b) Senior Unsecured
02/15/19	7.500%		2,500,000		2,925,644
HSBC Bank PLC Senior Notes (c)
06/28/15	3.500%		890,000		908,543
HSBC Holdings PLC Subordinated Notes
06/01/38	6.800%		750,000		810,988
HSBC USA, Inc. Subordinated Notes (b)
09/27/20	5.000%		1,150,000		1,113,170
Huntington BancShares, Inc. Subordinated Notes (b)
12/15/20	7.000%		360,000		379,041
JPMorgan Chase & Co. Senior Unsecured
01/20/15	3.700%		6,000,000		6,209,328
10/02/17	6.400%		900,000		1,026,034
01/15/18	6.000%		2,200,000		2,456,841
JPMorgan Chase & Co. (b) Senior Unsecured
03/25/20	4.950%		2,900,000		2,977,053
KeyBank NA FDIC Government Guaranty (a)(b)
06/15/12	3.200%		7,500,000		7,780,342
Morgan Stanley Senior Unsecured
11/20/14	4.200%		1,500,000		1,532,453
04/28/15	6.000%		2,800,000		3,032,408
04/01/18	6.625%		2,930,000		3,178,373
09/23/19	5.625%		2,000,000		2,029,800
07/24/20	5.500%		1,280,000		1,293,151
National Australia Bank Ltd. (b)(c)
09/28/15	2.750%		900,000		886,176
PNC Bank NA Subordinated Notes (b)
12/07/17	6.000%		2,200,000		2,392,881
PNC Funding Corp. Bank Guaranteed
09/21/15	4.250%		500,000		524,829
Royal Bank of Scotland PLC (The) Bank Guaranteed (b)
09/21/15	3.950%		2,170,000		2,125,177
UBS AG
12/20/17	5.875%		2,500,000		2,749,565
Senior Unsecured
04/25/18	5.750%		500,000		543,366
US Bancorp Senior Unsecured (b)
06/14/13	2.000%		670,000		679,440
Wells Fargo & Co. Senior Unsecured
12/11/17	5.625%		3,000,000		3,321,549
Wells Fargo & Co. (b) Senior Notes
04/15/15	3.625%		3,000,000		3,110,829
Westpac Banking Corp. Senior Unsecured (b)
08/04/15	3.000%		1,050,000		1,055,311

Total					117,554,489


BROKERAGE (—%)
Jefferies Group, Inc. Senior Unsecured
07/15/19	8.500%		400,000		457,352
04/15/21	6.875%		500,000		519,636

Total					976,988


BUILDING MATERIALS (0.1%)
Owens Corning
12/01/16	6.500%		1,800,000		1,906,418


CHEMICALS (0.5%)
CF Industries, Inc.
05/01/18	6.875%		2,000,000		2,140,000
Dow Chemical Co. (The) Senior Unsecured
08/15/12	4.850%		500,000		527,090
02/15/15	5.900%		1,780,000		1,970,805
02/15/16	2.500%		670,000		643,501
05/15/19	8.550%		2,500,000		3,133,120
11/15/20	4.250%		1,080,000		1,034,530

See accompanying Notes to Financial Statements.

168 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)

CHEMICALS (CONT.)
Mosaic Co. (The) Senior Unsecured (c)
12/01/16	7.625%		$1,000,000		$1,076,020
PPG Industries, Inc. Senior Unsecured
11/15/40	5.500%		230,000		225,681

Total					10,750,747


CONSTRUCTION MACHINERY (0.1%)
Deere & Co. Senior Unsecured
10/16/29	5.375%		1,450,000		1,533,810
John Deere Capital Corp. Senior Unsecured
06/17/13	1.875%		1,000,000		1,011,740

Total					2,545,550


CONSUMER CYCLICAL SERVICES (0.1%)
Corrections Corp. of America (b)
06/01/17	7.750%		2,750,000		2,918,438


CONSUMER PRODUCTS (0.2%)
Hasbro, Inc. Senior Unsecured
03/15/40	6.350%		1,000,000		1,011,883
Jarden Corp.
05/01/16	8.000%		2,000,000		2,177,500
11/15/22	6.125%		770,000		734,388
Kimberly-Clark Corp. Senior Unsecured
11/01/18	7.500%		400,000		501,186

Total					4,424,957


DIVERSIFIED MANUFACTURING (0.6%)
General Electric Co. Senior Unsecured
02/01/13	5.000%		3,000,000		3,206,833
12/06/17	5.250%		2,300,000		2,484,216
Honeywell International, Inc. Senior Unsecured
03/01/18	5.300%		1,365,000		1,519,003
United Technologies Corp. Senior Unsecured
02/01/19	6.125%		1,250,000		1,461,749
07/15/38	6.125%		720,000		829,056
04/15/40	5.700%		2,000,000		2,180,316

Total					11,681,173


ELECTRIC (1.5%)
AES Corp. (The) Senior Unsecured
10/15/17	8.000%		1,650,000		1,744,875
CMS Energy Corp. Senior Unsecured
06/15/19	8.750%		2,700,000		3,169,125
Cleveland Electric Illuminating Co. (The) Senior Unsecured
04/01/17	5.700%		571,000		610,976
Consolidated Edison Co. of New York, Inc. Senior Unsecured
07/01/12	5.625%		1,700,000		1,814,126
Dominion Resources, Inc. Senior Unsecured
06/15/18	6.400%		2,590,000		3,013,349
Duke Energy Carolinas LLC 1st Refunding Mortgage
11/15/18	7.000%		700,000		856,120
Duke Energy Corp. Senior Unsecured
09/15/14	3.950%		3,000,000		3,143,748
Edison International Senior Unsecured (b)
09/15/17	3.750%		1,200,000		1,191,528
Exelon Generation Co. LLC Senior Unsecured
10/01/19	5.200%		1,370,000		1,433,221
10/01/20	4.000%		930,000		870,329
FirstEnergy Solutions Corp.
08/15/21	6.050%		2,000,000		2,054,536
Florida Power Corp. 1st Mortgage
09/15/37	6.350%		1,000,000		1,147,254
Niagara Mohawk Power Corp. Senior Unsecured (c)
08/15/19	4.881%		700,000		743,317
Nisource Finance Corp. (b)
12/15/40	6.250%		770,000		782,765
PacifiCorp 1st Mortgage
01/15/39	6.000%		1,000,000		1,102,975
Pacific Gas & Electric Co. Senior Unsecured
03/01/14	4.800%		1,000,000		1,074,666
03/01/37	5.800%		4,300,000		4,557,235

Total					29,310,145


ENTERTAINMENT (0.6%)
Time Warner, Inc.
07/15/15	3.150%		1,530,000		1,548,745
05/01/32	7.700%		1,500,000		1,831,037
07/15/40	6.100%		1,060,000		1,112,243
Time Warner, Inc. (b)
03/15/20	4.875%		2,000,000		2,082,908
Viacom, Inc. Senior Unsecured (b)
04/30/16	6.250%		4,500,000		5,121,130
WMG Acquisition Corp. Senior Secured (b)
06/15/16	9.500%		1,050,000		1,126,125

Total					12,822,188


ENVIRONMENTAL (0.4%)
Republic Services, Inc.
09/15/19	5.500%		1,900,000		2,069,995
03/01/40	6.200%		1,000,000		1,083,969
Republic Services, Inc. (b)
03/01/20	5.000%		2,000,000		2,104,460
Waste Management, Inc.
06/30/20	4.750%		2,000,000		2,050,662

Total					7,309,086


FOOD AND BEVERAGE (1.3%)
Anheuser-Busch InBev Worldwide, Inc.
10/15/12	3.000%		2,000,000		2,063,624
Anheuser-Busch InBev Worldwide, Inc. (c)
11/15/14	5.375%		400,000		440,701
01/15/19	7.750%		1,900,000		2,364,261
11/15/19	6.875%		3,000,000		3,576,072
General Mills, Inc. Senior Unsecured
08/15/13	5.250%		3,000,000		3,297,489
Kellogg Co. Senior Unsecured
05/30/16	4.450%		1,000,000		1,076,367
Kraft Foods, Inc. Senior Unsecured
02/10/20	5.375%		4,750,000		5,112,278
02/09/40	6.500%		1,475,000		1,643,084
Mead Johnson Nutrition Co. Senior Unsecured
11/01/14	3.500%		1,500,000		1,542,192
11/01/39	5.900%		1,000,000		1,035,271
PepsiCo., Inc. Senior Unsecured
11/01/40	4.875%		450,000		436,654
Ralcorp Holdings, Inc. Senior Secured
08/15/39	6.625%		1,300,000		1,346,770
SABMiller PLC Senior Unsecured (c)
08/15/13	5.500%		830,000		900,880
Tyson Foods, Inc. (d)
04/01/16	7.350%		1,000,000		1,096,875

Total					25,932,518


GAMING (0.1%)
International Game Technology Senior Unsecured
06/15/20	5.500%		1,000,000		1,005,814


GAS DISTRIBUTORS (0.2%)
Sempra Energy Senior Unsecured
06/01/16	6.500%		1,675,000		1,944,524
02/15/19	9.800%		1,000,000		1,344,357

Total					3,288,881


GAS PIPELINES (1.2%)
CenterPoint Energy Resources Corp. Senior Unsecured
02/01/37	6.250%		255,000		266,756
El Paso Corp. Senior Unsecured (b)
06/01/18	7.250%		2,500,000		2,650,000
Enbridge Energy Partners LP Senior Unsecured
09/15/40	5.500%		1,200,000		1,140,887
Enbridge Energy Partners LP (b) Senior Unsecured
03/15/20	5.200%		2,000,000		2,096,194
Enterprise Products Operating LLC
06/01/15	3.700%		1,000,000		1,031,568
09/01/20	5.200%		4,340,000		4,496,340
Kinder Morgan Energy Partners LP Senior Unsecured
02/15/20	6.850%		2,000,000		2,291,568
09/01/39	6.500%		1,200,000		1,239,642

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 169

Portfolio of Investments (continued) VP – American Century Diversified Bond Fund


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)

GAS PIPELINES (CONT.)
Kinder Morgan Energy Partners LP (b) Senior Unsecured
09/15/20	5.300%		$1,050,000		$1,090,230
Magellan Midstream Partners LP Senior Unsecured
07/15/19	6.550%		1,000,000		1,140,007
Plains All American Pipeline LP/Finance Corp.
09/01/12	4.250%		800,000		834,237
05/01/19	8.750%		2,000,000		2,481,990
Plains All American Pipeline LP/Finance Corp. (b)
09/15/15	3.950%		580,000		599,301
TransCanada PipeLines Ltd. Senior Unsecured (b)
10/01/20	3.800%		820,000		800,178
Williams Partners LP Senior Unsecured
11/15/20	4.125%		820,000		776,695
Williams Partners LP (b) Senior Unsecured
02/15/15	3.800%		250,000		258,351

Total					23,193,944


HEALTH CARE (0.9%)
Baxter International, Inc. Senior Unsecured
09/01/16	5.900%		500,000		579,607
Bio-Rad Laboratories, Inc. Senior Unsecured
12/15/20	4.875%		770,000		747,653
Boston Scientific Corp. Senior Unsecured
01/15/15	4.500%		1,000,000		1,021,019
CareFusion Corp. Senior Unsecured
08/01/12	4.125%		1,350,000		1,406,527
Covidien International Finance SA
06/15/13	1.875%		2,000,000		2,019,584
Express Scripts, Inc.
06/15/12	5.250%		2,500,000		2,638,637
06/15/19	7.250%		3,323,000		3,923,899
HCA, Inc. Senior Secured
02/15/20	7.875%		2,000,000		2,140,000
Medco Health Solutions, Inc. Senior Unsecured
08/15/13	7.250%		2,269,000		2,577,262
09/15/20	4.125%		1,500,000		1,450,395

Total					18,504,583


HEALTHCARE INSURANCE (—%)
WellPoint, Inc. Senior Unsecured (b)
08/15/40	5.800%		500,000		509,238


HOME CONSTRUCTION (0.1%)
Toll Brothers Finance Corp.
11/01/19	6.750%		500,000		525,336
Toll Brothers Finance Corp. (b)
11/15/12	6.875%		450,000		476,651

Total					1,001,987


INDEPENDENT ENERGY (0.8%)
Anadarko Petroleum Corp. Senior Unsecured
09/15/16	5.950%		2,000,000		2,148,578
09/15/36	6.450%		1,460,000		1,456,188
Apache Corp. Senior Unsecured
09/01/40	5.100%		1,000,000		966,803
Apache Corp. (b) Senior Unsecured
02/01/42	5.250%		640,000		632,788
Chesapeake Energy Corp.
07/15/13	7.625%		970,000		1,051,237
EOG Resources, Inc. Senior Unsecured
06/01/19	5.625%		750,000		828,187
Newfield Exploration Co. Senior Subordinated Notes (b)
02/01/20	6.875%		1,760,000		1,852,400
Nexen, Inc. Senior Unsecured (b)
07/30/19	6.200%		3,000,000		3,230,325
Talisman Energy, Inc. Senior Unsecured
06/01/19	7.750%		2,600,000		3,209,835

Total					15,376,341


INTEGRATED ENERGY (0.7%)
BP Capital Markets PLC
10/01/20	4.500%		910,000		907,806
Cenovus Energy, Inc. Senior Unsecured
09/15/14	4.500%		1,000,000		1,071,554
ConocoPhillips
02/01/19	5.750%		4,000,000		4,558,456
Hess Corp. Senior Unsecured (b)
01/15/40	6.000%		940,000		985,273
Shell International Finance BV
09/22/15	3.250%		1,225,000		1,258,379
Shell International Finance BV (b)
06/28/15	3.100%		3,000,000		3,080,847
Suncor Energy, Inc. Senior Unsecured
06/01/18	6.100%		1,753,000		2,015,571

Total					13,877,886


LIFE INSURANCE (0.5%)
Hartford Financial Services Group, Inc. Senior Unsecured
03/30/15	4.000%		800,000		802,173
Hartford Financial Services Group, Inc. (b) Senior Unsecured
03/30/20	5.500%		1,000,000		1,014,416
Lincoln National Corp. Senior Unsecured (b)
02/15/20	6.250%		1,435,000		1,565,272
MetLife, Inc. Senior Unsecured (b)
06/01/16	6.750%		1,500,000		1,739,945
Prudential Financial, Inc.
11/15/40	6.200%		510,000		539,504
Senior Unsecured
09/17/12	3.625%		750,000		778,361
06/15/19	7.375%		2,500,000		2,947,597

Total					9,387,268


LODGING (0.1%)
Wyndham Worldwide Corp. Senior Unsecured
02/01/18	5.750%		1,400,000		1,423,570


MEDIA CABLE (1.1%)
CSC Holdings LLC Senior Unsecured
04/15/12	6.750%		300,000		311,625
Comcast Corp.
05/15/18	5.700%		500,000		550,263
Comcast Corp. (b)
03/01/20	5.150%		5,000,000		5,251,720
DIRECTV Holdings LLC/Financing Co., Inc.
10/01/14	4.750%		1,500,000		1,598,637
DIRECTV Holdings LLC
03/15/15	3.550%		3,000,000		3,047,769
DISH DBS Corp. (b)
10/01/13	7.000%		650,000		693,875
Time Warner Cable, Inc.
07/02/12	5.400%		2,200,000		2,335,588
07/01/18	6.750%		4,200,000		4,895,852
Virgin Media Secured Finance PLC Senior Secured
01/15/18	6.500%		2,480,000		2,610,200

Total					21,295,529


MEDIA NON-CABLE (0.7%)
CBS Corp.
02/15/21	4.300%		360,000		339,993
05/15/33	5.500%		750,000		689,426
CBS Corp. (b)
04/15/20	5.750%		2,750,000		2,922,323
Interpublic Group of Companies, Inc. (The) Senior Unsecured
07/15/17	10.000%		1,500,000		1,755,000
Lamar Media Corp.
04/01/14	9.750%		1,500,000		1,725,000
NBC Universal, Inc. (c) Senior Unsecured
04/30/20	5.150%		920,000		953,694
04/01/21	4.375%		2,420,000		2,348,869
04/01/41	5.950%		600,000		599,939
News America, Inc.
08/15/39	6.900%		1,590,000		1,820,420
Omnicom Group, Inc. Senior Unsecured
08/15/20	4.450%		1,500,000		1,467,793

Total					14,622,457


METALS (0.7%)
Alcoa, Inc. Senior Unsecured (b)
08/15/20	6.150%		1,000,000		1,026,901
Anglo American Capital PLC (b)(c)
04/08/19	9.375%		1,000,000		1,345,135

See accompanying Notes to Financial Statements.

170 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)

METALS (CONT.)
AngloGold Ashanti Holdings PLC
04/15/20	5.375%		$1,075,000		$1,118,000
ArcelorMittal (b) Senior Unsecured
06/01/19	9.850%		1,480,000		1,870,454
08/05/20	5.250%		1,000,000		988,623
Freeport-McMoRan Copper & Gold, Inc. Senior Unsecured
04/01/17	8.375%		1,500,000		1,659,375
Newmont Mining Corp.
10/01/39	6.250%		2,000,000		2,174,608
Peabody Energy Corp.
09/15/20	6.500%		1,000,000		1,067,500
Rio Tinto Finance USA Ltd. (b)
05/01/19	9.000%		750,000		1,007,284
11/02/20	3.500%		680,000		645,503
Vale Overseas Ltd. (b)
09/15/19	5.625%		1,100,000		1,171,611
09/15/20	4.625%		400,000		396,971

Total					14,471,965


NON CAPTIVE-CONSUMER (0.2%)
American International Group, Inc. Senior Unsecured
01/16/18	5.850%		830,000		855,848
08/15/18	8.250%		450,000		518,430
HSBC Finance Corp. Senior Unsecured (b)
07/15/13	4.750%		600,000		632,804
SLM Corp. Senior Unsecured
01/15/13	5.375%		1,000,000		1,019,967
10/01/13	5.000%		700,000		701,810

Total					3,728,859


NON-CAPTIVE DIVERSIFIED (0.8%)
Ford Motor Credit Co. LLC Senior Unsecured (b)
09/15/15	5.625%		1,310,000		1,356,480
General Electric Capital Corp. Senior Unsecured
11/09/15	2.250%		2,000,000		1,922,710
08/07/19	6.000%		2,300,000		2,558,960
09/16/20	4.375%		2,250,000		2,214,353
01/10/39	6.875%		750,000		866,745
General Electric Capital Corp. (b)
09/15/17	5.625%		2,000,000		2,193,000
Senior Unsecured
11/14/14	3.750%		4,000,000		4,134,876

Total					15,247,124


OIL FIELD SERVICES (0.1%)
Transocean, Inc.
11/15/20	6.500%		900,000		955,546
Weatherford International Ltd. (b)
03/01/19	9.625%		1,500,000		1,924,781

Total					2,880,327


PACKAGING (0.1%)
Ball Corp. (b)
09/15/20	6.750%		2,500,000		2,625,000


PAPER (0.2%)
Georgia-Pacific LLC (c)
11/01/20	5.400%		2,000,000		1,977,358
International Paper Co. Senior Unsecured
05/15/19	9.375%		950,000		1,221,974
11/15/39	7.300%		1,300,000		1,481,276

Total					4,680,608


PHARMACEUTICALS (0.9%)
Abbott Laboratories (b) Senior Unsecured
05/27/20	4.125%		2,800,000		2,846,847
05/27/40	5.300%		1,470,000		1,509,902
Amgen, Inc. Senior Unsecured
06/01/17	5.850%		950,000		1,084,423
Amgen, Inc. (b) Senior Unsecured
10/01/20	3.450%		960,000		914,724
GlaxoSmithKline Capital, Inc.
05/15/13	4.850%		700,000		760,058
Pfizer, Inc. Senior Unsecured
03/15/39	7.200%		1,400,000		1,807,358
Roche Holdings, Inc. (c)
03/01/19	6.000%		3,500,000		4,069,937
Teva Pharmaceutical Finance III LLC
06/15/12	1.500%		3,000,000		3,027,585
Watson Pharmaceuticals, Inc. Senior Unsecured
08/15/14	5.000%		1,762,000		1,893,598

Total					17,914,432


PROPERTY & CASUALTY (0.3%)
Allstate Corp. (The) Senior Unsecured (b)
05/16/19	7.450%		3,000,000		3,640,953
CNA Financial Corp. Senior Unsecured
08/15/20	5.875%		700,000		696,971
Travelers Companies, Inc. (The) Senior Unsecured
06/02/19	5.900%		1,250,000		1,408,167
11/01/20	3.900%		530,000		514,862

Total					6,260,953


RAILROADS (0.2%)
Burlington Northern Santa Fe LLC Senior Unsecured
03/01/41	5.050%		700,000		650,926
CSX Corp. Senior Unsecured
03/15/13	5.750%		1,000,000		1,090,335
Norfolk Southern Corp. Senior Unsecured
04/01/18	5.750%		1,200,000		1,355,065
Union Pacific Corp. Senior Unsecured
02/15/14	5.125%		1,000,000		1,079,184

Total					4,175,510


REFINING (0.2%)
Motiva Enterprises LLC (c)
01/15/20	5.750%		990,000		1,110,494
Valero Energy Corp. Senior Unsecured (b)
02/01/15	4.500%		1,970,000		2,048,891

Total					3,159,385


REITS (0.7%)
AMB Property LP
06/01/13	6.300%		1,100,000		1,187,887
12/01/19	6.625%		400,000		438,863
Boston Properties LP Senior Unsecured
05/15/21	4.125%		1,460,000		1,384,130
Digital Realty Trust LP
02/01/20	5.875%		1,000,000		1,017,353
Digital Realty Trust LP (c)
07/15/15	4.500%		1,000,000		1,006,159
ERP Operating LP Senior Unsecured
07/15/20	4.750%		1,050,000		1,058,247
Host Hotels & Resorts, Inc. (c)
11/01/20	6.000%		1,600,000		1,576,000
Kimco Realty Corp. Senior Unsecured
10/01/19	6.875%		910,000		1,029,486
ProLogis Senior Unsecured
03/15/20	6.875%		40,000		42,469
Reckson Operating Partnership LP Senior Unsecured (b)
03/15/20	7.750%		1,000,000		1,070,000
Simon Property Group LP Senior Unsecured (b)
02/01/20	5.650%		3,900,000		4,218,762

Total					14,029,356


RESTAURANTS (0.1%)
McDonald’s Corp. Senior Unsecured
03/01/18	5.350%		700,000		785,408
Yum! Brands, Inc. Senior Unsecured
09/15/19	5.300%		1,718,000		1,819,652

Total					2,605,060


RETAILERS (0.9%)
CVS Caremark Corp. Senior Unsecured (b)
03/15/19	6.600%		3,500,000		4,098,041
Home Depot, Inc. Senior Unsecured (b)
03/01/16	5.400%		3,230,000		3,619,554
Limited Brands, Inc. Senior Unsecured (b)
07/15/17	6.900%		1,400,000		1,487,500
Lowe’s Companies, Inc. Senior Unsecured
04/15/16	2.125%		1,100,000		1,075,755
Macy’s Retail Holdings, Inc.
03/15/12	5.350%		1,000,000		1,032,500
Macy’s Retail Holdings, Inc. (b)
12/01/16	5.900%		1,030,000		1,099,525

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 171

Portfolio of Investments (continued) VP – American Century Diversified Bond Fund


	Coupon	Principal
Issuer	rate	amount		Value

Corporate Bonds & Notes (continued)

RETAILERS (CONT.)
Staples, Inc.
01/15/14	9.750%		$800,000		$969,481
Wal-Mart Stores, Inc.
04/01/40	5.625%		3,500,000		3,727,451
Wal-Mart Stores, Inc. (b) Senior Unsecured
10/25/40	5.000%		1,000,000		971,265

Total					18,081,072


SUPERMARKETS (0.4%)
Delhaize Group SA
06/15/17	6.500%		1,867,000		2,116,567
Kroger Co. (The)
06/15/12	6.200%		1,343,000		1,440,443
Kroger Co. (The) (b)
08/15/17	6.400%		1,600,000		1,837,056
Safeway, Inc. Senior Unsecured
08/15/12	5.800%		2,000,000		2,152,442

Total					7,546,508


TECHNOLOGY (0.7%)
Cisco Systems, Inc. Senior Unsecured (b)
02/15/39	5.900%		1,900,000		2,104,260
Intuit, Inc. Senior Unsecured
03/15/17	5.750%		1,000,000		1,090,195
Jabil Circuit, Inc. Senior Unsecured
07/15/16	7.750%		1,610,000		1,807,225
12/15/20	5.625%		1,200,000		1,179,000
Oracle Corp. Senior Unsecured
01/15/16	5.250%		1,000,000		1,124,282
Oracle Corp. (c) Senior Notes
07/15/40	5.375%		3,800,000		3,840,365
Xerox Corp. Senior Unsecured
02/15/15	4.250%		2,850,000		2,982,137
Xerox Corp. (b) Senior Unsecured
05/15/18	6.350%		750,000		845,433

Total					14,972,897


TEXTILE (0.1%)
Hanesbrands, Inc. (b)(c)
12/15/20	6.375%		1,540,000		1,463,000


TOBACCO (0.2%)
Altria Group, Inc.
02/06/39	10.200%		1,000,000		1,445,285
Altria Group, Inc. (b)
08/06/19	9.250%		1,525,000		1,990,186

Total					3,435,471


WIRELESS (0.7%)
America Movil SAB de CV (b)
03/30/20	5.000%		2,000,000		2,078,896
American Tower Corp Senior Unsecured
04/01/15	4.625%		2,000,000		2,089,376
Cellco Partnership/Verizon Wireless Capital LLC Senior Unsecured
11/15/18	8.500%		3,400,000		4,449,070
Rogers Communications, Inc.
06/15/13	6.250%		750,000		833,747
SBA Telecommunications, Inc.
08/15/19	8.250%		2,000,000		2,185,000
Vodafone Group PLC Senior Unsecured (b)
12/16/13	5.000%		2,800,000		3,048,035

Total					14,684,124


WIRELINES (1.6%)
AT&T, Inc. Senior Unsecured
11/15/13	6.700%		1,000,000		1,136,170
09/15/14	5.100%		1,000,000		1,094,097
02/15/39	6.550%		4,100,000		4,462,661
British Telecommunications PLC Senior Unsecured
01/15/13	5.150%		1,000,000		1,064,653
01/15/18	5.950%		1,400,000		1,532,328
CenturyLink, Inc. Senior Unsecured
09/15/39	7.600%		1,000,000		1,007,897
Deutsche Telekom International Finance BV
07/22/13	5.250%		4,000,000		4,338,326
France Telecom SA Senior Unsecured
07/08/14	4.375%		1,300,000		1,389,014
Frontier Communications Corp. Senior Unsecured (b)
04/15/20	8.500%		2,180,000		2,381,650
Qwest Corp. Senior Unsecured (d)
03/15/12	8.875%		1,250,000		1,351,562
Telecom Italia Capital SA
06/04/18	6.999%		2,950,000		3,123,540
Telefonica Emisiones SAU
07/15/19	5.877%		1,200,000		1,226,104
Verizon Communications, Inc. Senior Unsecured
04/01/39	7.350%		1,520,000		1,869,568
Verizon Communications, Inc. (b) Senior Unsecured
04/01/19	6.350%		2,500,000		2,885,385
Windstream Corp.
11/01/17	7.875%		2,300,000		2,417,875

Total					31,280,830


Total Corporate Bonds & Notes
(Cost: $561,965,404)				$	570,654,430


Residential Mortgage-Backed Securities — Agency (23.1%)

Federal Home Loan Mortgage Corp. (e)
11/01/22-06/01/33	5.000%	$	13,780,012	$	14,553,277
03/01/34-08/01/38	5.500%		26,733,770		28,687,435
CMO Series 2702 Class AB
07/15/27	4.500%		2,863,438		2,885,126
Federal National Mortgage Association (e)
10/01/40	4.000%		13,544,971		13,504,964
07/01/33-11/01/40	4.500%		54,986,143		56,735,187
11/01/33-02/01/39	5.000%		80,850,037		85,442,831
04/01/33-08/01/37	5.500%		67,951,063		73,237,324
08/01/34-11/01/34	6.000%		14,195,947		15,599,287
Federal National Mortgage Association (e)(f)
09/01/37-01/01/41	6.000%		21,403,812		23,279,145
01/01/41	6.500%		7,000,000		7,778,750
Government National Mortgage Association (b)(e)
05/15/40	4.500%		18,592,192		19,432,589
Government National Mortgage Association (e)
11/20/40	4.000%		32,943,817		33,212,232
02/15/40-04/15/40	4.500%		26,742,189		27,950,980
07/20/39-10/20/40	5.000%		56,531,311		60,166,849


Total Residential Mortgage-Backed Securities — Agency
(Cost: $463,336,707)				$	462,465,976


Residential Mortgage-Backed Securities — Non-Agency (3.3%)

Banc of America Mortgage Securities, Inc. CMO Series 2004-7 Class 7A1 (e)
08/25/19	5.000%	$	1,658,223	$	1,670,645
Chase Mortgage Financial Corp. CMO Series 2006-S4 Class A3 (e)
12/25/36	6.000%		2,826,614		2,741,464
CitiCorp Mortgage Securities, Inc. CMO Series 2003-6 Class 1A2 (e)
05/25/33	4.500%		1,921,785		1,966,526
Countrywide Home Loan Mortgage Pass-Through Trust (e) CMO Series 2003-35 Class 1A3
09/25/18	5.000%		3,062,315		3,161,865
CMO Series 2004-5 Class 2A4
05/25/34	5.500%		874,714		909,200
JP Morgan Mortgage Trust (d)(e) CMO Series 2005-A4 Class 2A1
07/25/35	2.905%		3,213,346		2,835,952
CMO Series 2005-S2 Class 3A1
02/25/32	6.715%		3,823,715		3,881,070
JP Morgan Mortgage Trust (e) CMO Series 2004-S2 Class 1A3
11/25/19	4.750%		2,663,414		2,694,309
Provident Funding Mortgage Loan Trust CMO Series 2005-1 Class 2A1 (d)(e)
05/25/35	2.901%		4,088,742		3,827,271

See accompanying Notes to Financial Statements.

172 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Issuer	rate	amount		Value

Residential Mortgage-Backed Securities — Non-Agency (continued)
WaMu Mortgage Pass-Through Certificates (e) CMO Series 2003-S11 Class 3A5
11/25/33	5.950%		$1,951,875		$2,059,603
CMO Series 2003-S8 Class A2
09/25/18	5.000%		2,466,262		2,524,670
Wells Fargo Mortgage-Backed Securities Trust (d)(e) CMO Series 2004-A Class A1
02/25/34	4.842%		2,706,110		2,805,865
CMO Series 2005-AR2 Class 2A2
03/25/35	2.848%		4,104,602		3,822,381
CMO Series 2007-AR10 Class 1A1
01/25/38	6.198%		2,257,578		2,251,954
Wells Fargo Mortgage-Backed Securities Trust (e) CMO Series 2003-12 Class A1
11/25/18	4.750%		2,913,107		3,009,025
CMO Series 2003-17 Class 1A14
01/25/34	5.250%		3,284,434		3,391,208
CMO Series 2004-4 Class A9
05/25/34	5.500%		3,822,086		3,994,909
CMO Series 2005-2 Class 1A1
04/25/35	5.500%		4,472,897		4,509,489
CMO Series 2005-5 Class 1A1
05/25/20	5.000%		1,534,773		1,599,136
CMO Series 2006-10 Class A19
08/25/36	6.000%		3,011,772		2,956,135
CMO Series 2006-3 Class A9
03/25/36	5.500%		3,575,270		3,574,723
CMO Series 2006-9 Class 1A15
08/25/36	6.000%		2,677,125		2,663,035
CMO Series 2007-3 Class 3A1
04/25/22	5.500%		3,758,802		3,880,049


Total Residential Mortgage-Backed Securities — Non-Agency
(Cost: $65,679,968)				$	66,730,484


Commercial Mortgage-Backed Securities (6.4%)

Banc of America Commercial Mortgage, Inc. (e) Series 2004-6 Class A3
12/10/42	4.512%	$	10,000,000	$	10,252,414
Series 2005-1 Class A3
11/10/42	4.877%		1,020,193		1,025,358
Bank of America-First Union NB Commercial Mortgage Series 2001-3 Class A2 (e)
04/11/37	5.464%		3,714,100		3,762,550
GMAC Commercial Mortgage Securities, Inc. Series 2003-C3 Class A3 (e)
04/10/40	4.646%		1,207,074		1,253,376
GS Mortgage Securities Corp. II (e) Series 2004-GG2 Class A6
08/01/38	5.396%		3,900,000		4,182,277
Series 2005-GG4 Class A4
07/10/39	4.761%		7,750,000		7,992,755
Series 2005-GG4 Class A4A
07/10/39	4.751%		3,705,000		3,907,110
Greenwich Capital Commercial Funding Corp. (e) Series 2005-GG3 Class A3
08/10/42	4.569%		4,700,000		4,807,927
Series 2005-GG3 Class A4
08/10/42	4.799%		3,500,000		3,694,678
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2001-B2 Class A3 (e)
04/15/35	6.429%		3,950,588		4,003,919
LB-UBS Commercial Mortgage Trust (e) Series 2003-C7 Class A3
09/15/27	4.559%		7,975,000		7,965,031
Series 2004-C1 Class A4
01/15/31	4.568%		10,800,000		11,272,500
Series 2004-C7 Class A5
10/15/29	4.628%		5,141,000		5,335,375
Series 2005-C2 Class A4
04/15/30	4.998%		3,000,000		3,087,949
Series 2005-C3 Class A3
07/15/30	4.647%		3,055,000		3,106,364
Series 2005-C3 Class AM
07/15/40	4.794%		925,000		943,162
Series 2005-C5 Class AM
09/15/40	5.017%		3,500,000		3,586,081
Morgan Stanley Capital I Series 2005-HQ6 Class A2A (e)
08/13/42	4.882%		3,062,497		3,105,707
Morgan Stanley Dean Witter Capital I Series 2001-TOP5 Class A4 (e)
10/15/35	6.390%		16,442,821		16,926,569
PNC Mortgage Acceptance Corp. Series 2001-C1 Class A2 (e)
03/12/34	6.360%		907,511		908,038
Wachovia Bank Commercial Mortgage Trust (d)(e) Series 2006-C23 Class A4
01/15/45	5.418%		6,000,000		6,429,473
Wachovia Bank Commercial Mortgage Trust (e) Series 2003-C3 Class A2
02/15/35	4.867%		3,800,000		3,985,725
Series 2004-C11 Class A4
01/15/41	5.030%		1,665,500		1,710,438
Series 2004-C15 Class A3
10/15/41	4.502%		2,200,000		2,268,283
Series 2005-C20 Class A5
07/15/42	5.087%		4,000,000		4,083,840
Series 2005-C20 Class A6A
07/15/42	5.110%		6,962,000		7,260,586


Total Commercial Mortgage-Backed Securities
(Cost: $126,221,920)				$	126,857,485


U.S. Treasury Obligations (26.4%)

U.S. Treasury
11/30/11	0.750%	$	36,000,000	$	36,142,020
12/31/15	2.125%		8,245,000		8,288,797
11/15/27	6.125%		22,000,000		27,637,500
U.S. Treasury (b)
01/31/12	0.875%		35,000,000		35,195,510
04/30/12	1.000%		80,000,000		80,647,200
05/15/13	1.375%		115,000,000		116,653,700
08/31/15	1.250%		16,000,000		15,561,248
09/30/15	1.250%		39,000,000		37,839,126
12/31/16	3.250%		93,400,000		97,836,500
08/15/20	2.625%		24,971,000		23,673,682
02/15/40	4.625%		8,000,000		8,380,000
05/15/40	4.375%		29,000,000		29,140,360
04/30/15	2.500%		11,000,000		11,372,108


Total U.S. Treasury Obligations
(Cost: $530,130,643)				$	528,367,751


U.S. Government Agency Obligations (1.6%)

Federal Home Loan Mortgage Corp.
06/13/18	4.875%	$	5,500,000	$	6,139,505
Federal Home Loan Mortgage Corp. (b)
09/10/15	1.750%		10,000,000		9,829,270
Federal National Mortgage Association (b)
02/13/17	5.000%		7,000,000		7,898,604
11/15/30	6.625%		6,500,000		8,201,498


Total U.S. Government Agency Obligations
(Cost: $32,188,504)				$	32,068,877


Foreign Government Obligations (3.3%)
BRAZIL (0.4%)
Brazilian Government International Bond Senior Unsecured
01/15/19	5.875%	$	5,000,000	$	5,550,000
01/22/21	4.875%		1,500,000		1,532,062
01/07/41	5.625%		1,150,000		1,127,000
Petrobras International Finance Co.
01/20/20	5.750%		900,000		933,811

Total					9,142,873


CANADA (0.1%)
Province of Ontario Senior Unsecured
04/27/16	5.450%		1,450,000		1,649,005


GERMANY (2.2%)
Bundesrepublik Deutschland
07/04/19	3.500%		29,610,000		41,556,638
Kreditanstalt fuer Wiederaufbau Government Guaranteed (b)
10/15/14	4.125%		2,290,000		2,489,905

Total					44,046,543


ITALY (0.1%)
Republic of Italy Senior Unsecured (b)
01/26/15	3.125%		2,400,000		2,341,243


KOREA (0.1%)
Korea Development Bank Senior Unsecured
03/09/16	3.250%		1,150,000		1,126,339


MEXICO (0.4%)
Mexico Government International Bond
03/19/19	5.950%		4,720,000		5,262,800
Senior Unsecured
01/15/17	5.625%		925,000		1,023,050

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 173

Portfolio of Investments (continued) VP – American Century Diversified Bond Fund


	Coupon	Principal
Issuer	rate	amount		Value

Foreign Government Obligations (continued)

MEXICO (CONT.)
Pemex Project Funding Master Trust (b)
03/05/20	6.000%		$1,635,000		$1,733,100

Total					8,018,950


POLAND (—%)
Poland Government International Bond Senior Unsecured
07/16/15	3.875%		530,000		538,613


Total Foreign Government Obligations
(Cost: $66,918,074)				$	66,863,566




Municipal Bonds (2.7%)

Bay Area Toll Authority Revenue Bonds Build America Bonds Series 2010-S1
04/01/40	6.918%	$	2,750,000	$	2,752,337
City of New York Unlimited General Obligation Bonds Build America Bonds Series 2010
06/01/40	5.846%		2,000,000		1,940,920
Taxable Build America Bonds Series 2010F-1
12/01/37	6.271%		1,905,000		2,004,936
Kentucky Turnpike Authority Revenue Bonds Build America Bonds Series 2010B
07/01/30	5.722%		2,050,000		2,043,604
Los Angeles Community College District Unlimited General Obligation Bonds Build America Bonds Series 2010
08/01/49	6.750%		1,550,000		1,605,350
Maryland State Transportation Authority Revenue Bonds Taxable Build America Bonds Series 2010
07/01/41	5.754%		300,000		307,164
Metropolitan Atlanta Rapid Transit Authority Refunding Revenue Bonds Series 2007A FGIC/NPFGC
07/01/32	5.250%		13,980,000		14,779,237
Metropolitan Transportation Authority Revenue Bonds Taxable Build America Bonds Series 2010
11/15/40	6.814%		1,500,000		1,555,515
11/15/40	6.687%		1,500,000		1,514,820
Missouri Highway & Transportation Commission Revenue Bonds Build America Bonds Series 2009
05/01/33	5.445%		1,000,000		992,890
Municipal Electric Authority of Georgia Revenue Bonds Taxable Build America Bonds Series 2010
04/01/57	6.637%		1,695,000		1,662,981
New Jersey State Turnpike Authority Revenue Bonds Taxable Build America Bonds Series 2009
01/01/40	7.414%		775,000		854,965
Series 2010A
01/01/41	7.102%		710,000		773,091
New York City Municipal Water Finance Authority Revenue Bonds Build America Bonds Series 2010
06/15/42	5.724%		2,000,000		1,998,200
New York State Dormitory Authority Revenue Bonds Build America Bonds Series 2010
03/15/40	5.600%		1,000,000		963,750
Ohio State Water Development Authority Revenue Bonds Taxable Loan Fund-Water Quality Series 2010B-2
12/01/34	4.879%		1,160,000		1,103,798
Sacramento Municipal Utility District Revenue Bonds Build America Bonds Series 2010
05/15/36	6.156%		1,800,000		1,749,474
San Francisco City & County Public Utilities Commission Revenue Bonds Build America Bonds Series 2010
11/01/40	6.000%		1,500,000		1,420,470
Santa Clara Valley Transportation Authority Revenue Bonds Build America Bonds Series 2010
04/01/32	5.876%		1,740,000		1,696,761
State of California Unlimited General Obligation Bonds Build America Bonds Series 2009
10/01/39	7.300%		1,000,000		1,014,350
Series 2010
11/01/40	7.600%		1,190,000		1,246,406
State of Illinois Build America Bonds Series 2010
07/01/35	7.350%		920,000		902,612
Unlimited General Obligation Bonds Taxable Pension Bonds Series 2003
06/01/33	5.100%		2,000,000		1,505,000
State of Washington Unlimited General Obligation Bonds Build America Bonds Series 2010
08/01/40	5.140%		3,000,000		2,902,470
University of California Revenue Bonds Build America Bonds Series 2010
05/15/48	6.548%		1,855,000		1,823,187
University of Texas Revenue Bonds Build America Bonds Series 2010D
08/15/42	5.134%		2,000,000		1,961,240


Total Municipal Bonds
(Cost: $54,843,951)				$	53,075,528


	Shares		Value

Money Market Fund (5.4%)

Columbia Short-Term Cash Fund, 0.229% (g)(h)		108,114,030	$	108,114,030


Total Money Market Fund
(Cost: $108,114,030)			$	108,114,030


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (20.8%)


Asset-Backed Commercial Paper (1.6%)
Antalis US Funding Corp.
01/10/11	0.360%	$	9,998,900	$	9,998,900
Belmont Funding LLC
01/18/11	0.500%		2,999,083		2,999,083
Rheingold Securitization
01/25/11	0.551%		9,985,945		9,985,945
Royal Park Investments Funding Corp.
03/25/11	0.501%		9,987,083		9,987,083

Total					32,971,011


Certificates of Deposit (11.2%)
Banque et Caisse d’Epargne de l’Etat
02/16/11	0.305%		9,992,212		9,992,212
02/22/11	0.300%		9,992,339		9,992,339
Barclays Bank PLC
02/23/11	0.425%		10,000,000		10,000,000
Caisse des Depots
02/23/11	0.340%		5,000,000		5,000,000
Clydesdale Bank PLC
01/21/11	0.370%		5,000,000		5,000,000
Credit Industrial et Commercial
02/23/11	0.380%		4,995,149		4,995,149
DZ Bank AG
01/18/11	0.345%		9,994,062		9,994,062
Development Bank of Singapore Ltd.
01/25/11	0.310%		10,000,000		10,000,000
02/09/11	0.300%		10,000,000		10,000,000
02/17/11	0.300%		1,000,000		1,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		10,000,000		10,000,000
KBC Bank NV
01/20/11	0.450%		5,000,000		5,000,000
01/24/11	0.450%		18,000,000		18,000,000

See accompanying Notes to Financial Statements.

174 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)

Certificates of Deposit (cont.)
La Banque Postale
02/17/11	0.365%		$10,000,000		$10,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		15,000,067		15,000,067
Mitsubishi UFJ Trust and Banking Corp.
02/22/11	0.320%		5,000,000		5,000,000
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		15,000,000		15,000,000
Natixis
03/07/11	0.440%		12,000,000		12,000,000
Norinchukin Bank
01/25/11	0.330%		5,000,000		5,000,000
02/08/11	0.330%		3,000,000		3,000,000
02/14/11	0.330%		4,000,000		4,000,000
03/02/11	0.350%		6,100,152		6,100,152
Pohjola Bank PLC
03/14/11	0.610%		5,000,000		5,000,000
Societe Generale
02/17/11	0.310%		4,996,042		4,996,042
Sumitomo Mitsui Banking Corp.
01/12/11	0.300%		5,000,000		5,000,000
Sumitomo Trust & Banking Co., Ltd.
02/04/11	0.400%		5,000,000		5,000,000
02/18/11	0.345%		5,000,064		5,000,064
02/18/11	0.350%		5,000,000		5,000,000
United Overseas Bank Ltd.
02/22/11	0.340%		10,000,000		10,000,000

Total					224,070,087


Commercial Paper (1.3%)
Macquarie Bank Ltd.
02/09/11	0.375%		9,991,146		9,991,146
Suncorp Metway Ltd.
01/10/11	0.400%		14,994,500		14,994,500

Total					24,985,646


Repurchase Agreements (6.7%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $10,002,583 (i)
	0.300%		10,000,000		10,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $20,000,667 (i)
	0.400%		20,000,000		20,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $14,000,187 (i)
	0.160%		14,000,000		14,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $3,212,470 (i)
	0.170%		3,212,425		3,212,425
Merrill Lynch Government Securities Income dated 12/31/10, matures 01/03/11, repurchase price $2,000,042 (i)
	0.250%		2,000,000		2,000,000
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11, repurchase price $45,000,938 (i)
	0.250%		45,000,000		45,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $20,000,833 (i)
	0.500%		20,000,000		20,000,000
Natixis Financial Products, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,146 (i)
	0.350%		5,000,000		5,000,000
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $5,000,208 (i)
	0.500%		5,000,000		5,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $5,000,188 (i)
	0.450%		5,000,000		5,000,000
RBS Securities, Inc. dated 08/18/10, matures 02/04/11, repurchase price $5,001,458 (i)
	0.300%		5,000,000		5,000,000

Total					134,212,425


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $416,239,169)				$	416,239,169


Total Investments
(Cost: $2,425,638,370)				$	2,431,437,296
Other Assets & Liabilities, Net					(432,714,918)


Net Assets				$	1,998,722,378

Investments in Derivatives

Forward Foreign Currency Exchange Contracts Open at December 31, 2010

Currency to

Unrealized

Counterparty

Exchange date

be delivered

be received

appreciation

depreciation

Barclays Bank PLC

January 28, 2011

32,984,698

45,678,843

$1,581,830

$—

(EUR

)

(USD

)

Notes to Portfolio of Investments


(a)		This debt is guaranteed under the FDIC’s Temporary Liquidity Guarantee Program (TLGP) and is backed by the full faith and credit of the United States.

(b)		At December 31, 2010, security was partially or fully on loan.

(c)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2010, the value of these securities amounted to $34,676,147 or 1.73% of net assets.

(d)		Variable rate security. The interest rate shown reflects the rate as of December 31, 2010.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 175

Portfolio of Investments (continued) VP – American Century Diversified Bond Fund

Notes to Portfolio of Investments (continued)


(e)		The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(f)		Represents a security purchased on a when-issued or delayed delivery basis.

(g)		Investments in affiliates during the year ended December 31, 2010:

Dividends

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$8,058

$2,192,470,892

$(2,084,364,920

)

$—

$108,114,030

$215,466

$108,114,030


(h)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(i)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$50,397
Archer Daniels		518,468
ASB Finance Ltd		614,243
Banco Bilbao Vizcaya		1,658,123
Banco Bilbao Vizcaya Argentaria/New York NY		24,519
BP Capital Markets		308,146
BPCE		221,541
Central American Bank		1,920
Commonwealth Bank of Australia		311,935
Credit Agricole NA		512
Danske Corp		767,411
Electricite De France		1,270,764
European Investment Bank		1,709,846
Gdz Suez		263,954
Golden Funding Corp		18,171
Ing (US) Funding LLC		80
Natexis Banques		197,337
Nationwide Building		1,230,262
Natixis NY		96,000
Natixis US Finance Co		1,600
Prudential PLC		371,140
Silver Tower US Fund		4,800
Skandin Ens Banken		48,037
Societe Gen No Amer		799,593
Societe Generale NY		10,400
UBS Ag Stamford		801

Total market value of collateral securities		$10,500,000

See accompanying Notes to Financial Statements.

176 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$640,621
Fannie Mae Pool		1,749,575
Fannie Mae Principal Strip		20,923
Fannie Mae REMICS		1,172,793
Federal Farm Credit Bank		1,090,740
Federal Home Loan Banks		1,954,149
Federal Home Loan Mortgage Corp		146,612
Federal National Mortgage Association		1,694,384
FHLMC Structured Pass Through Securities		693,595
Freddie Mac Non Gold Pool		1,679,437
Freddie Mac Reference REMIC		11,303
Freddie Mac REMICS		1,030,785
Freddie Mac Strips		303,969
Ginnie Mae I Pool		196,471
Ginnie Mae II Pool		1,089,082
Government National Mortgage Association		438,180
United States Treasury Inflation Indexed Bonds		60,229
United States Treasury Note/Bond		4,786,099
United States Treasury Strip Coupon		1,430,544
United States Treasury Strip Principal		210,509

Total market value of collateral securities		$20,400,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$69,551
Fannie Mae REMICS		4,703,975
Fannie Mae Whole Loan		119,666
Fannie Mae-Aces		9,137
Freddie Mac Reference REMIC		325,952
Freddie Mac REMICS		7,186,564
Government National Mortgage Association		1,865,155

Total market value of collateral securities		$14,280,000


Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$3,276,673

Total market value of collateral securities		$3,276,673



Merrill Lynch Government Securities Income (0.250%)
Security description	Value
Fannie Mae REMICS		$384,128
Freddie Mac REMICS		1,655,875

Total market value of collateral securities		$2,040,003

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 177

Portfolio of Investments (continued) VP – American Century Diversified Bond Fund

Notes to Portfolio of Investments (continued)


Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$4,165,445
Federal Home Loan Mortgage Corp		2,425,240
Federal National Mortgage Association		2,699,273
Government National Mortgage Association		36,610,173

Total market value of collateral securities		$45,900,131



Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$9,877
Fannie Mae Pool		8,299,101
Fannie Mae REMICS		856,475
Fannie Mae Whole Loan		23,269
Federal Farm Credit Bank		13,328
Federal Home Loan Banks		345,809
Federal Home Loan Mortgage Corp		53,259
FHLMC Structured Pass Through Securities		50,443
Freddie Mac Gold Pool		4,348,686
Freddie Mac Non Gold Pool		515,991
Freddie Mac REMICS		958,798
Ginnie Mae II Pool		702,076
Government National Mortgage Association		1,302,289
United States Treasury Note/Bond		2,920,599

Total market value of collateral securities		$20,400,000



Natixis Financial Products, Inc. (0.350%)
Security description	Value
Fannie Mae Interest Strip		$229,450
Fannie Mae Pool		90,581
Fannie Mae REMICS		1,758,691
Freddie Mac Gold Pool		18,448
Freddie Mac Non Gold Pool		23,731
Freddie Mac REMICS		2,049,989
Freddie Mac Strips		170,767
Government National Mortgage Association		21,168
United States Treasury Note/Bond		737,324

Total market value of collateral securities		$5,100,149



Nomura Securities (0.500%)
Security description	Value
Fannie Mae Pool		$2,283,415
Freddie Mac Gold Pool		2,816,585

Total market value of collateral securities		$5,100,000

See accompanying Notes to Financial Statements.

178 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$2,596,530
Fannie Mae REMICS		585,460
Freddie Mac Gold Pool		222,092
Freddie Mac REMICS		772,736
Ginnie Mae I Pool		197,792
Government National Mortgage Association		725,390

Total market value of collateral securities		$5,100,000



RBS Securities, Inc. (0.300%)
Security description	Value
Fannie Mae REMICS		$2,628,277
Fannie Mae Whole Loan		6,471
Freddie Mac REMICS		2,465,322

Total market value of collateral securities		$5,100,070

Abbreviation Legend


CMO		Collateralized Mortgage Obligation
FGIC		Financial Guaranty Insurance Company
NPFCG		National Public Finance Guarantee Corporation

Currency Legend


EUR		European Monetary Unit

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 179

Portfolio of Investments (continued) VP – American Century Diversified Bond Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

180 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Bonds
Corporate Bonds & Notes		$—		$570,654,430		$—		$570,654,430
Residential Mortgage-Backed Securities — Agency		17,669,313		444,796,663		—		462,465,976
Residential Mortgage-Backed Securities — Non-Agency		—		66,730,484		—		66,730,484
Commercial Mortgage-Backed Securities		—		126,857,485		—		126,857,485
U.S. Treasury Obligations		528,367,751		—		—		528,367,751
U.S. Government Agency Obligations		—		32,068,877		—		32,068,877
Foreign Government Obligations		—		66,863,566		—		66,863,566
Municipal Bonds		—		53,075,528		—		53,075,528

Total Bonds		546,037,064		1,361,047,033		—		1,907,084,097

Other
Affiliated Money Market Fund(c)		108,114,030		—		—		108,114,030
Investments of Cash Collateral Received for Securities on Loan		—		416,239,169		—		416,239,169

Total Other		108,114,030		416,239,169		—		524,353,199

Investments in Securities		654,151,094		1,777,286,202		—		2,431,437,296
Derivatives(d)
Assets
Forward Foreign Currency Exchange Contracts		—		1,581,830		—		1,581,830

Total		$654,151,094		$1,778,868,032		$—		$2,433,019,126


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 181

Portfolio of Investments

VP – American Century Growth Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (98.6%)


CONSUMER DISCRETIONARY (14.2%)

Auto Components (1.6%)
BorgWarner, Inc. (a)(b)		391,528	$	28,330,966


Automobiles (0.8%)
Ford Motor Co. (a)(b)		903,544		15,170,504


Hotels, Restaurants & Leisure (2.9%)
Chipotle Mexican Grill, Inc. (b)		23,762		5,053,227
Las Vegas Sands Corp. (a)(b)		166,335		7,643,093
McDonald’s Corp.		293,559		22,533,589
Starwood Hotels & Resorts Worldwide, Inc. (a)		273,012		16,593,669

Total				51,823,578


Household Durables (0.4%)
Whirlpool Corp. (a)		73,992		6,572,709


Internet & Catalog Retail (0.4%)
NetFlix, Inc. (a)(b)		40,700		7,150,990


Media (1.8%)
Scripps Networks Interactive, Inc., Class A		239,664		12,402,612
Walt Disney Co. (The) (a)		534,676		20,055,697

Total				32,458,309


Multiline Retail (2.2%)
Kohl’s Corp. (b)		219,928		11,950,888
Target Corp. (a)		443,984		26,696,758

Total				38,647,646


Specialty Retail (4.1%)
American Eagle Outfitters, Inc. (a)		610,506		8,931,703
Home Depot, Inc. (a)		863,438		30,272,136
Limited Brands, Inc.		567,646		17,443,762
OfficeMax, Inc. (a)(b)		383,211		6,782,835
Williams-Sonoma, Inc. (a)		276,686		9,874,923

Total				73,305,359


TOTAL CONSUMER DISCRETIONARY				253,460,061


CONSUMER STAPLES (9.3%)

Beverages (3.5%)
Coca-Cola Co. (The) (a)		698,175		45,918,970
Hansen Natural Corp. (b)		88,818		4,643,405
PepsiCo, Inc.		177,520		11,597,381

Total				62,159,756


Food & Staples Retailing (2.2%)
Costco Wholesale Corp. (a)		388,737		28,070,699
Wal-Mart Stores, Inc. (a)		171,387		9,242,901
Whole Foods Market, Inc. (a)(b)		45,334		2,293,447

Total				39,607,047


Food Products (2.0%)
General Mills, Inc.		216,155		7,692,957
Hershey Co. (The)		215,354		10,153,941
Kellogg Co.		282,533		14,431,786
Mead Johnson Nutrition Co.		68,353		4,254,974

Total				36,533,658


Household Products (1.0%)
Procter & Gamble Co. (The)		263,728		16,965,622


Personal Products (0.6%)
Estee Lauder Companies, Inc. (The), Class A		127,854		10,317,818

TOTAL CONSUMER STAPLES				165,583,901


ENERGY (10.4%)

Energy Equipment & Services (3.5%)
Halliburton Co.		410,721		16,769,738
Schlumberger Ltd. (a)		551,501		46,050,334

Total				62,820,072


Oil, Gas & Consumable Fuels (6.9%)
Cimarex Energy Co.		102,279		9,054,760
ConocoPhillips		189,378		12,896,642
Exxon Mobil Corp. (a)		1,068,577		78,134,350
Occidental Petroleum Corp.		166,483		16,331,982
Southwestern Energy Co. (b)		165,940		6,211,134

Total				122,628,868


TOTAL ENERGY				185,448,940


FINANCIALS (4.7%)

Capital Markets (1.9%)
BlackRock, Inc. (a)		77,829		14,832,651
Charles Schwab Corp. (The)		476,404		8,151,272
Goldman Sachs Group, Inc. (The)		59,986		10,087,246

Total				33,071,169


Consumer Finance (1.5%)
American Express Co.		604,802		25,958,102


Insurance (1.3%)
Aflac, Inc.		265,307		14,971,274
Chubb Corp.		69,829		4,164,601
Travelers Companies, Inc. (The) (a)		86,776		4,834,291

Total				23,970,166


TOTAL FINANCIALS				82,999,437


HEALTH CARE (10.5%)

Biotechnology (1.6%)
Alexion Pharmaceuticals, Inc. (a)(b)		44,559		3,589,227
Amgen, Inc. (b)		157,335		8,637,692
Gilead Sciences, Inc. (b)		329,677		11,947,494
Human Genome Sciences, Inc. (a)(b)		159,874		3,819,390

Total				27,993,803


Health Care Equipment & Supplies (3.4%)
Cooper Companies, Inc. (The) (a)		81,332		4,582,245
Covidien PLC		539,054		24,613,206
DENTSPLY International, Inc. (a)		183,818		6,281,061
Edwards Lifesciences Corp. (a)(b)		87,498		7,073,338
Gen-Probe, Inc. (a)(b)		83,759		4,887,338
Intuitive Surgical, Inc. (a)(b)		22,655		5,839,326
Zimmer Holdings, Inc. (b)		130,586		7,009,856

Total				60,286,370


Health Care Providers & Services (2.3%)
Aetna, Inc.		86,647		2,643,600
Express Scripts, Inc. (b)		528,189		28,548,616
Medco Health Solutions, Inc. (a)(b)		167,574		10,267,259

Total				41,459,475


Life Sciences Tools & Services (0.6%)
Bruker Corp. (a)(b)		203,776		3,382,682
Thermo Fisher Scientific, Inc. (b)		147,262		8,152,424

Total				11,535,106


Pharmaceuticals (2.6%)
Abbott Laboratories		423,914		20,309,720
Allergan, Inc.		203,131		13,949,006
Novo Nordisk A/S, Series B		76,326		8,605,326
Perrigo Co. (a)		55,089		3,488,786

Total				46,352,838


TOTAL HEALTH CARE				187,627,592


INDUSTRIALS (12.6%)

Aerospace & Defense (1.5%)
Honeywell International, Inc.		371,805		19,765,154
Rockwell Collins, Inc.		137,426		8,006,439

Total				27,771,593


Air Freight & Logistics (1.8%)
United Parcel Service, Inc., Class B		439,011		31,863,418


Electrical Equipment (2.3%)
Emerson Electric Co.		245,512		14,035,921
Rockwell Automation, Inc. (a)		369,065		26,465,651

Total				40,501,572


Industrial Conglomerates (0.9%)
Textron, Inc. (a)		703,266		16,625,208


Machinery (5.5%)
Caterpillar, Inc. (a)		166,075		15,554,584
Deere & Co.		231,432		19,220,428
Eaton Corp.		262,958		26,692,867
Illinois Tool Works, Inc. (a)		498,829		26,637,469
Joy Global, Inc.		110,082		9,549,613

Total				97,654,961


Road & Rail (0.6%)
Union Pacific Corp.		109,235		10,121,715

TOTAL INDUSTRIALS				224,538,467


INFORMATION TECHNOLOGY (30.0%)

Communications Equipment (3.8%)
Cisco Systems, Inc. (b)		735,351		14,876,151
F5 Networks, Inc. (a)(b)		89,897		11,700,993
QUALCOMM, Inc.		803,331		39,756,851

Total				66,333,995


Computers & Peripherals (7.2%)
Apple, Inc. (b)		254,370		82,049,587
EMC Corp. (a)(b)		1,446,966		33,135,522
NetApp, Inc. (a)(b)		236,275		12,985,674

Total				128,170,783

See accompanying Notes to Financial Statements.

182 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Issuer	Shares		Value

Common Stocks (continued)

INFORMATION TECHNOLOGY (CONT.)
Electronic Equipment, Instruments & Components (0.8%)
Jabil Circuit, Inc.		726,201		$14,589,378


Internet Software & Services (2.9%)
Akamai Technologies, Inc. (a)(b)		78,980		3,716,009
Google, Inc., Class A (b)		80,347		47,723,708

Total				51,439,717


IT Services (3.7%)
Accenture PLC, Class A		547,739		26,559,864
IBM Corp.		185,666		27,248,342
Mastercard, Inc., Class A		55,411		12,418,159

Total				66,226,365


Semiconductors & Semiconductor Equipment (3.5%)
Broadcom Corp., Class A (a)		428,233		18,649,547
Cree, Inc. (a)(b)		38,845		2,559,497
Linear Technology Corp. (a)		585,666		20,258,187
RF Micro Devices, Inc. (b)		571,690		4,201,922
Texas Instruments, Inc. (a)		522,430		16,978,975

Total				62,648,128


Software (8.1%)
Citrix Systems, Inc. (b)		104,625		7,157,396
CommVault Systems, Inc. (a)(b)		91,154		2,608,827
Electronic Arts, Inc. (a)(b)		206,860		3,388,367
Intuit, Inc. (b)		286,581		14,128,443
Microsoft Corp.		1,127,679		31,484,798
Oracle Corp.		1,384,717		43,341,642
Quest Software, Inc. (a)(b)		190,523		5,285,108
Red Hat, Inc. (b)		142,125		6,488,006
Salesforce.com, Inc. (a)(b)		50,342		6,645,144
Symantec Corp. (b)		887,925		14,863,865
VMware, Inc., Class A (a)(b)		100,015		8,892,334

Total				144,283,930


TOTAL INFORMATION TECHNOLOGY				533,692,296


MATERIALS (5.6%)

Chemicals (3.1%)
EI du Pont de Nemours & Co. (a)		403,226		20,112,913
PPG Industries, Inc.		299,274		25,159,965
Sigma-Aldrich Corp. (a)		154,083		10,255,764

Total				55,528,642


Metals & Mining (2.5%)
Cliffs Natural Resources, Inc.		182,392		14,228,400
Freeport-McMoRan Copper & Gold, Inc.		187,473		22,513,633
Newmont Mining Corp.		127,612		7,839,205

Total				44,581,238


TOTAL MATERIALS				100,109,880


TELECOMMUNICATION SERVICES (1.3%)

Wireless Telecommunication Services (1.3%)
Crown Castle International Corp. (b)		533,373		23,377,739

TOTAL TELECOMMUNICATION SERVICES				23,377,739


Total Common Stocks
(Cost: $1,484,385,453)			$	1,756,838,313


	Shares		Value

Money Market Fund (1.4%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		24,540,898	$	24,540,898


Total Money Market Fund
(Cost: $24,540,898)			$	24,540,898


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (20.6%)


Asset-Backed Commercial Paper (2.0%)
Antalis US Funding Corp.
01/10/11	0.360%	$	4,999,450	$	4,999,450
Belmont Funding LLC
01/18/11	0.500%		999,694		999,694
Grampian Funding LLC
01/31/11	0.300%		9,997,417		9,997,417
Rheingold Securitization
02/16/11	0.521%		9,986,711		9,986,711
Royal Park Investments Funding Corp.
03/25/11	0.501%		9,987,083		9,987,083

Total					35,970,355


Certificates of Deposit (11.4%)
Banque et Caisse d’Epargne de l’Etat
02/16/11	0.305%		4,996,106		4,996,106
Barclays Bank PLC
02/23/11	0.425%		7,000,000		7,000,000
Clydesdale Bank PLC
01/21/11	0.370%		5,000,000		5,000,000
Credit Industrial et Commercial
02/22/11	0.395%		6,000,000		6,000,000
02/23/11	0.380%		9,990,298		9,990,298
DZ Bank AG
01/18/11	0.330%		10,000,000		10,000,000
01/21/11	0.335%		4,997,210		4,997,210
Development Bank of Singapore Ltd.
01/25/11	0.310%		15,000,000		15,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		5,000,000		5,000,000
KBC Bank NV
01/20/11	0.450%		5,000,000		5,000,000
01/24/11	0.450%		10,000,000		10,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		15,000,066		15,000,066
Mitsubishi UFJ Trust and Banking Corp.
02/22/11	0.320%		10,000,000		10,000,000
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		10,000,000		10,000,000
Natixis
03/07/11	0.440%		8,000,000		8,000,000
Norinchukin Bank
01/25/11	0.330%		6,000,000		6,000,000
02/08/11	0.330%		2,000,000		2,000,000
02/14/11	0.330%		4,000,000		4,000,000
03/02/11	0.350%		5,000,125		5,000,125
Pohjola Bank PLC
03/14/11	0.610%		5,000,000		5,000,000
Societe Generale
02/17/11	0.310%		9,992,084		9,992,084
02/24/11	0.305%		4,996,106		4,996,106
Sumitomo Mitsui Banking Corp.
01/12/11	0.300%		5,000,000		5,000,000
Sumitomo Trust & Banking Co., Ltd.
02/18/11	0.345%		5,000,064		5,000,064
02/18/11	0.350%		10,000,000		10,000,000
United Overseas Bank Ltd.
01/18/11	0.330%		5,000,000		5,000,000
02/22/11	0.340%		15,000,000		15,000,000

Total					202,972,059


Commercial Paper (1.4%)
Macquarie Bank Ltd.
02/09/11	0.375%		9,991,146		9,991,146
Suncorp Metway Ltd.
01/10/11	0.400%		14,994,500		14,994,500

Total					24,985,646


Other Short-Term Obligations (0.2%)
Goldman Sachs Group, Inc. (The)
01/14/11	0.350%		4,000,000		4,000,000


Repurchase Agreements (5.6%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $15,003,875 (e)
	0.300%		15,000,000		15,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $20,000,667 (e)
	0.400%		20,000,000		20,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $2,612,397 (e)
	0.170%		2,612,360		2,612,360
Merrill Lynch Government Securities Income dated 12/31/10, matures 01/03/11, repurchase price $2,000,042 (e)
	0.250%		2,000,000		2,000,000
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11, repurchase price $16,000,333 (e)
	0.250%		16,000,000		16,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $6,000,250 (e)
	0.500%		6,000,000		6,000,000
Natixis Financial Products, Inc. dated 12/31/10, matures 01/03/11, repurchase price $12,000,350 (e)
	0.350%		12,000,000		12,000,000
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $8,000,333 (e)
	0.500%		8,000,000		8,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $2,000,075 (e)
	0.450%		2,000,000		2,000,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 183

Portfolio of Investments (continued) VP – American Century Growth Fund


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)

Repurchase Agreements (cont.)
RBS Securities, Inc. (e) dated 08/18/10, matures 02/04/11, repurchase price $5,001,458
	0.300%		$5,000,000		$5,000,000
dated 12/31/10, matures 01/03/11, repurchase price $10,000,250
	0.300%		10,000,000		10,000,000

Total					98,612,360


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $366,540,420)				$	366,540,420


Total Investments
(Cost: $1,875,466,771)				$	2,147,919,631
Other Assets & Liabilities, Net					(366,581,757)


Net Assets				$	1,781,337,874

The industries identified above are based on the Global Industry Classification Standard (GICS), which was developed by and is the exclusive property of, Morgan Stanley Capital International Inc. and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

Investments in Derivatives

Forward Foreign Currency Exchange Contracts Open at December 31, 2010

Currency to

Unrealized

Counterparty

Exchange date

be delivered

be received

appreciation

depreciation

UBS Securities

January 31, 2011

31,404,333

5,534,974

$—

$(97,011

)

(DKK

)

(USD

)

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$11,536

$1,612,876,180

$(1,588,346,818

)

$—

$24,540,898

$51,751

$24,540,898


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$75,595
Archer Daniels		777,702
ASB Finance Ltd		921,365
Banco Bilbao Vizcaya		2,487,184
Banco Bilbao Vizcaya Argentaria/New York NY		36,779
BP Capital Markets		462,219

See accompanying Notes to Financial Statements.

184 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value
BPCE		$332,312
Central American Bank		2,880
Commonwealth Bank of Australia		467,902
Credit Agricole NA		767
Danske Corp		1,151,117
Electricite De France		1,906,146
European Investment Bank		2,564,769
Gdz Suez		395,932
Golden Funding Corp		27,257
Ing (US) Funding LLC		120
Natexis Banques		296,006
Nationwide Building		1,845,392
Natixis NY		143,999
Natixis US Finance Co		2,400
Prudential PLC		556,711
Silver Tower US Fund		7,200
Skandin Ens Banken		72,055
Societe Gen No Amer		1,199,390
Societe Generale NY		15,599
UBS Ag Stamford		1,202

Total market value of collateral securities		$15,750,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$640,621
Fannie Mae Pool		1,749,575
Fannie Mae Principal Strip		20,923
Fannie Mae REMICS		1,172,793
Federal Farm Credit Bank		1,090,740
Federal Home Loan Banks		1,954,149
Federal Home Loan Mortgage Corp		146,612
Federal National Mortgage Association		1,694,384
FHLMC Structured Pass Through Securities		693,595
Freddie Mac Non Gold Pool		1,679,437
Freddie Mac Reference REMIC		11,303
Freddie Mac REMICS		1,030,785
Freddie Mac Strips		303,969
Ginnie Mae I Pool		196,471
Ginnie Mae II Pool		1,089,082
Government National Mortgage Association		438,180
United States Treasury Inflation Indexed Bonds		60,229
United States Treasury Note/Bond		4,786,099
United States Treasury Strip Coupon		1,430,544
United States Treasury Strip Principal		210,509

Total market value of collateral securities		$20,400,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$2,664,607

Total market value of collateral securities		$2,664,607

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 185

Portfolio of Investments (continued) VP – American Century Growth Fund

Notes to Portfolio of Investments (continued)


Merrill Lynch Government Securities Income (0.250%)
Security description	Value
Fannie Mae REMICS		$384,128
Freddie Mac REMICS		1,655,875

Total market value of collateral securities		$2,040,003



Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$1,481,047
Federal Home Loan Mortgage Corp		862,308
Federal National Mortgage Association		959,741
Government National Mortgage Association		13,016,950

Total market value of collateral securities		$16,320,046



Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$2,963
Fannie Mae Pool		2,489,730
Fannie Mae REMICS		256,943
Fannie Mae Whole Loan		6,981
Federal Farm Credit Bank		3,998
Federal Home Loan Banks		103,743
Federal Home Loan Mortgage Corp		15,978
FHLMC Structured Pass Through Securities		15,132
Freddie Mac Gold Pool		1,304,606
Freddie Mac Non Gold Pool		154,797
Freddie Mac REMICS		287,639
Ginnie Mae II Pool		210,623
Government National Mortgage Association		390,687
United States Treasury Note/Bond		876,180

Total market value of collateral securities		$6,120,000



Natixis Financial Products, Inc. (0.350%)
Security description	Value
Fannie Mae Interest Strip		$550,679
Fannie Mae Pool		217,395
Fannie Mae REMICS		4,220,860
Freddie Mac Gold Pool		44,274
Freddie Mac Non Gold Pool		56,953
Freddie Mac REMICS		4,919,973
Freddie Mac Strips		409,842
Government National Mortgage Association		50,804
United States Treasury Note/Bond		1,769,577

Total market value of collateral securities		$12,240,357



Nomura Securities (0.500%)
Security description	Value
Fannie Mae Pool		$3,653,464
Freddie Mac Gold Pool		4,506,536

Total market value of collateral securities		$8,160,000

See accompanying Notes to Financial Statements.

186 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$1,038,612
Fannie Mae REMICS		234,184
Freddie Mac Gold Pool		88,837
Freddie Mac REMICS		309,095
Ginnie Mae I Pool		79,117
Government National Mortgage Association		290,155

Total market value of collateral securities		$2,040,000



RBS Securities, Inc. (0.300%)
Security description	Value
Amortizing Residential Collateral Trust		$366,530
Capital One Multi-Asset Execution Trust		1,340,985
Chase Issuance Trust		359,448
Citibank Credit Card Issuance Trust		839,706
Citibank Omni Master Trust		811,451
Discover Card Master Trust I		489,684
First Franklin Mortgage Loan Asset Backed Certificates		296,317
First National Master Note Trust		441,456
Ford Credit Auto Owner Trust		76,459
Freddie Mac Gold Pool		820,950
GS Mortgage Securities Corp II		333,580
HSBC Home Equity Loan Trust		939,005
Merrill Lynch/Countrywide Commercial Mortgage Trust		1,018,571
Nelnet Student Loan Trust		420,889
SLC Student Loan Trust		674,071
SLM Student Loan Trust		1,024,500
Structured Asset Investment Loan Trust		75,576
Wells Fargo Home Equity Trust		146,732

Total market value of collateral securities		$10,475,910



RBS Securities, Inc. (0.300%)
Security description	Value
Fannie Mae REMICS		$2,628,277
Fannie Mae Whole Loan		6,471
Freddie Mac REMICS		2,465,322

Total market value of collateral securities		$5,100,070

Currency Legend


DKK		Danish Krone

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 187

Portfolio of Investments (continued) VP – American Century Growth Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

188 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other			Level 3
	in active		significant			significant
	markets for		observable			unobservable
Description(a)	identical assets		inputs(b)			inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$253,460,061		$—			$—		$253,460,061
Consumer Staples		165,583,901		—			—		165,583,901
Energy		185,448,940		—			—		185,448,940
Financials		82,999,437		—			—		82,999,437
Health Care		179,022,266		8,605,326			—		187,627,592
Industrials		224,538,467		—			—		224,538,467
Information Technology		533,692,296		—			—		533,692,296
Materials		100,109,880		—			—		100,109,880
Telecommunication Services		23,377,739		—			—		23,377,739

Total Equity Securities		1,748,232,987		8,605,326			—		1,756,838,313

Other
Affiliated Money Market Fund(c)		24,540,898		—			—		24,540,898
Investments of Cash Collateral Received for Securities on Loan		—		366,540,420			—		366,540,420

Total Other		24,540,898		366,540,420			—		391,081,318

Investments in Securities		1,772,773,885		375,145,746			—		2,147,919,631
Derivatives(d)
Liabilities
Forward Foreign Currency Exchange Contracts		—		(97,011	)		—		(97,011	)

Total		$1,772,773,885		$375,048,735			$—		$2,147,822,620


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.


(b)		There were no significant transfers between Levels 1 and 2 during the period.


(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 189

Portfolio of Investments

VP – Columbia Wanger International Equities Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (91.4%)


AUSTRALIA (1.9%)
Cochlear Ltd.		28,305	$	2,325,394
Hastie Group Ltd.		529,510		516,655
SAI Global Ltd. (a)		594,411		2,963,671
Seek Ltd. (a)		65,007		440,349
UGL Ltd. (a)		215,962		3,183,956

Total				9,430,025


BERMUDA (0.3%)
Textainer Group Holdings Ltd. (a)		48,028		1,368,318


BRAZIL (3.5%)
Localiza Rent a Car SA		390,000		6,316,075
Mills Estruturas e Servicos de Engenharia SA		248,000		3,075,738
MRV Engenharia e Participacoes SA		275,000		2,584,437
Natura Cosmeticos SA		105,000		3,014,720
PDG Realty SA Empreendimentos e Participacoes		447,420		2,736,777

Total				17,727,747


CANADA (5.4%)
Ag Growth International, Inc.		73,874		3,708,513
Baytex Energy Trust Unit		60,933		2,847,491
Black Diamond Group Ltd.		44,697		963,939
Bowood Energy, Inc. (b)		320,000		192,500
CCL Industries, Inc., Class B		107,468		3,191,500
Deethree Exploration Ltd. (b)		233,000		1,004,512
Eldorado Gold Corp.		66,149		1,226,947
Guyana Goldfields, Inc. (b)		122,265		1,311,646
Horizon North Logistics, Inc. (b)		198,109		589,918
Ivanhoe Mines Ltd. (b)		66,184		1,516,937
Ivanhoe Mines Ltd. (b)		70,400		1,623,421
Madalena Ventures, Inc. (b)		465,000		382,294
Onex Corp.		15,800		478,879
Pan Orient Energy Corp. (b)		132,433		882,975
ShawCor Ltd., Class A		141,738		4,705,179
Sterling Resources Ltd. (b)		225,000		778,273
Tahoe Resources, Inc. (b)		90,900		1,339,713
Tesco Corp. (a)(b)		28,817		457,614
Westfire Energy Ltd. (b)		4,400		30,439

Total				27,232,690


CAYMAN ISLANDS (0.4%)
Mongolian Mining Corp. (b)		1,775,900		2,072,493


CHILE (0.8%)
Sociedad Quimica y Minera de Chile SA, ADR (a)		71,384		4,170,253


CHINA (5.1%)
51job, Inc., ADR (a)(b)		21,000		1,034,250
China Communications Services Corp., Ltd., Class H		3,800,000		2,263,767
China Xiniya Fashion Ltd., ADR (a)(b)		142,100		1,301,636
China Yurun Food Group Ltd.		1,022,000		3,359,766
Jiangsu Expressway Co., Ltd., Series H (a)		3,036,000		3,476,634
Mindray Medical International Ltd., ADR (a)		98,950		2,612,280
New Oriental Education & Technology Group, ADR (a)(b)		24,760		2,605,495
Noah Holdings Ltd., ADR (a)(b)		18,400		359,720
Shandong Weigao Group Medical Polymer Co., Ltd., Class H		1,022,484		2,900,897
Xueda Education Group, ADR (a)(b)		6,100		68,747
Zhaojin Mining Industry Co., Ltd., Class H		1,369,230		5,602,357

Total				25,585,549


CZECH REPUBLIC (0.5%)
Komercni Banka AS		10,641		2,527,732


DENMARK (0.9%)
Novozymes A/S, Series B		25,324		3,536,029
SimCorp		6,200		995,497

Total				4,531,526


FINLAND (1.0%)
Poyry OYJ (a)		156,204		1,909,635
Stockmann OYJ Abp, Series B		80,103		3,041,149

Total				4,950,784


FRANCE (4.5%)
Eurofins Scientific		49,600		3,573,855
Hi-Media SA (a)(b)		150,963		706,326
Mersen		47,000		2,155,055
Neopost SA (a)		49,000		4,270,809
Norbert Dentressangle SA		17,916		1,587,892
Pierre & Vacances (a)		28,000		2,260,048
Rubis (a)		24,000		2,796,051
Saft Groupe SA		74,600		2,747,432
Teleperformance (a)		59,000		1,991,498
Toreador Resources Corp. (a)(b)		31,000		481,120

Total				22,570,086


GERMANY (3.6%)
CTS Eventim AG (a)		52,097		3,218,564
Deutsche Beteiligungs AG		27,524		772,340
ElringKlinger AG		45,000		1,551,191
Rational AG		9,798		2,166,404
Rheinmetall AG		30,000		2,388,092
Rhoen-Klinikum AG (a)		107,600		2,358,463
Vossloh AG (a)		26,800		3,396,003
Wirecard AG		189,465		2,563,730

Total				18,414,787


GREECE (0.4%)
Intralot SA-Integrated Lottery Systems & Services		559,800		1,863,368


HONG KONG (3.7%)
China Green Holdings Ltd. (a)		2,914,300		2,861,054
Hong Kong Exchanges and Clearing Ltd. (a)		60,000		1,361,039
Lifestyle International Holdings Ltd.		1,835,981		4,521,446
Melco Crown Entertainment Ltd., ADR (a)(b)		570,000		3,625,200
REXLot Holdings Ltd.		21,354,050		2,253,000
SA SA International Holdings Ltd. (a)		1,697,100		1,059,050
Sino-Ocean Land Holdings Ltd. (a)		1,700,000		1,113,356
Wasion Group Holdings Ltd.		2,524,897		1,669,837

Total				18,463,982


IRELAND (0.9%)
Paddy Power PLC		36,151		1,483,629
United Drug PLC		1,050,000		2,947,644

Total				4,431,273


ISRAEL (0.8%)
Israel Chemicals Ltd.		247,118		4,272,905
SodaStream International Ltd. (a)(b)		1,200		37,896

Total				4,310,801


ITALY (2.3%)
Ansaldo STS SpA (a)		181,000		2,598,363
CIR – Compagnie Industriali Riunite SpA (a)(b)		807,000		1,486,155
Credito Emiliano SpA (a)		373,044		2,313,629
Terna Rete Elettrica Nazionale SpA		343,000		1,450,195
Tod’s SpA		37,500		3,711,245

Total				11,559,587


JAPAN (17.2%)
Advance Residence Investment Corp. (b)		2,235		4,999,581
Aeon Delight Co., Ltd.		153,220		3,010,290
Aeon Mall Co., Ltd.		80,601		2,156,923
Ain Pharmaciez, Inc. (a)		61,197		2,146,903
Asahi Diamond Industrial Co., Ltd. (a)		82,000		1,555,563
Asics Corp.		169,526		2,170,662
Benesse Holdings, Inc.		36,297		1,670,648
Daiseki Co., Ltd. (a)		101,024		2,100,970
Fukuoka REIT Corp.		302		2,364,220
Glory Ltd.		86,920		2,140,199
Gree, Inc. (a)		132,000		1,674,768
Hamamatsu Photonics KK		63,160		2,303,248
Hoshizaki Electric Co., Ltd. (a)		118,000		2,184,264
Ibiden Co., Ltd.		63,253		1,984,876
Icom, Inc. (a)		59,356		1,624,655
Japan Airport Terminal Co., Ltd. (a)		89,519		1,378,692
Jupiter Telecommunications Co., Ltd.		2,136		2,241,678
Kakaku.com, Inc.		245		1,454,608
Kamigumi Co., Ltd.		292,055		2,445,222
Kansai Paint Co., Ltd.		645,211		6,232,243
Kintetsu World Express, Inc.		77,108		2,195,871
Makita Corp.		45,489		1,851,718
Miura Co., Ltd.		52,292		1,393,371
Nakanishi, Inc.		23,439		2,482,236
Nippon Sheet Glass Co., Ltd.		617,000		1,655,560
Olympus Corp. (a)		71,161		2,143,460
Orix JREIT, Inc.		545		3,544,396
Osaka Securities Exchange Co., Ltd.		453		2,279,686
Pigeon Corp. (a)		37,800		1,283,832
Rohto Pharmaceutical Co., Ltd.		133,522		1,561,039
Seven Bank Ltd. (a)		1,770		3,744,162

See accompanying Notes to Financial Statements.

190 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Issuer	Shares		Value

Common Stocks (continued)

JAPAN (CONT.)
Start Today Co., Ltd. (a)		669		$2,669,568
Suruga Bank Ltd. (a)		155,666		1,444,992
Tamron Co., Ltd.		83,800		1,735,977
Torishima Pump Manufacturing Co., Ltd. (a)		84,771		1,780,970
Tsumura & Co. (a)		70,380		2,274,704
Ushio, Inc. (a)		90,801		1,724,766
Wacom Co., Ltd. (a)		1,732		2,739,999
Zenrin Co., Ltd.		38,777		431,866

Total				86,778,386


KOREA (2.1%)
MegaStudy Co., Ltd.		10,200		1,592,185
NHN Corp. (b)		26,300		5,293,363
Taewoong Co., Ltd.		7,100		295,792
Woongjin Coway Co., Ltd.		99,300		3,551,759

Total				10,733,099


LUXEMBOURG (0.5%)
L’Occitane International SA (b)		900,000		2,489,707


MEXICO (0.5%)
Grupo Aeroportuario del Sureste SAB de CV, ADR		47,000		2,653,150


NETHERLANDS (6.9%)
Aalberts Industries NV		193,754		4,085,889
Arcadis NV		103,512		2,409,798
Core Laboratories NV (a)		18,322		1,631,574
Fugro NV-CVA		65,470		5,382,499
Gemalto NV (a)		33,000		1,404,823
Imtech NV		159,036		6,035,695
Koninklijke Ten Cate NV		102,848		3,849,642
Koninklijke Vopak NV		86,145		4,070,858
Unit 4 NV		122,386		3,963,346
USG People NV (b)		105,953		2,152,897

Total				34,987,021


NORWAY (0.1%)
Atea ASA		29,500		296,074


PORTUGAL (0.7%)
Banco Comercial Portugues SA, Series R (a)		1,843,231		1,434,066
REN — Redes Energeticas Nacionais SA		647,000		2,231,467

Total				3,665,533


SINGAPORE (4.7%)
Ascendas Real Estate Investment Trust		1,779,279		2,874,060
CDL Hospitality Trusts		2,000,000		3,246,196
Goodpack Ltd.		960,000		1,535,700
Mapletree Industrial Trust (b)		2,800,000		2,381,584
Mapletree Logistics Trust		5,470,000		4,119,040
Olam International Ltd.		2,900,000		7,105,736
Singapore Exchange Ltd. (a)		360,000		2,365,353

Total				23,627,669


SOUTH AFRICA (3.0%)
Mr Price Group Ltd.		381,231		3,838,516
Naspers Ltd., Series N		136,200		8,000,301
Northam Platinum Ltd. (a)		500,000		3,429,428

Total				15,268,245


SPAIN (0.5%)
Red Electrica Corp. SA		50,500		2,381,529


SWEDEN (2.6%)
East Capital Explorer AB (b)		95,877		1,210,759
Hexagon AB, Series B (a)		366,897		7,894,743
Orc Software AB (a)		56,881		1,080,908
Sweco AB, Series B (b)		345,805		3,000,617

Total				13,187,027


SWITZERLAND (3.4%)
Aryzta AG (b)		26,421		1,235,833
Bank Sarasin & Cie AG, Series B		61,120		2,789,791
Geberit AG		15,959		3,696,801
Kuehne & Nagel International AG		26,913		3,751,191
Partners Group Holding AG		15,900		3,022,721
Sika AG		1,324		2,911,787

Total				17,408,124


TAIWAN (1.7%)
Everlight Electronics Co., Ltd.		606,000		1,757,729
Formosa International Hotels Corp.		132,790		2,354,789
Simplo Technology Co., Ltd.		594,580		4,331,946

Total				8,444,464


THAILAND (0.1%)
Home Product Center		116,500		34,111
Home Product Center PLC		2,216,200		648,899

Total				683,010


UNITED KINGDOM (7.8%)
Abcam PLC (b)		291,500		1,454,516
Archipelago Resources PLC (b)		2,135,730		2,031,450
Charles Taylor Consulting PLC		1,057,000		2,744,222
Chemring Group PLC		80,000		3,622,568
Cobham PLC		778,586		2,470,592
Flybe Group PLC (b)		126,000		623,798
Intertek Group PLC		167,438		4,634,281
Jardine Lloyd Thompson Group PLC		121,700		1,193,634
Mail.ru Group Ltd., GDR (b)(c)		69,700		2,509,200
Micro Focus International PLC		186,400		1,129,771
Petropavlovsk PLC		169,000		3,014,690
Premier Oil PLC (b)		26,000		790,566
PureCircle Ltd. (b)		311,357		803,501
Rotork PLC		60,672		1,729,396
RPS Group PLC		409,158		1,469,953
Serco Group PLC		556,077		4,816,693
Smith & Nephew PLC		111,209		1,173,107
Tullow Oil PLC		61,386		1,207,020
Workspace Group PLC		5,343,000		1,957,866

Total				39,376,824


UNITED STATES (3.6%)
Alexion Pharmaceuticals, Inc. (a)(b)		35,600		2,867,580
Atwood Oceanics, Inc. (a)(b)		110,919		4,145,043
BioMarin Pharmaceutical, Inc. (a)(b)		88,683		2,388,233
Bristow Group, Inc. (b)		34,989		1,656,729
Central European Distribution Corp. (b)		79,527		1,821,168
FMC Technologies, Inc. (a)(b)		29,213		2,597,328
World Fuel Services Corp. (a)		80,015		2,893,343

Total				18,369,424


Total Common Stocks
(Cost: $369,596,537)			$	461,560,287


Preferred Stocks (0.9%)


BRAZIL (0.9%)
Suzano Papel e Celulose SA		508,000	$	4,520,313


Total Preferred Stocks
(Cost: $4,378,624)			$	4,520,313


Rights (—%)


CANADA (—%)
Ivanhoe Mines Ltd.
01/26/11 0.000% (b) CAD		136,584	$	187,239


Total Rights
(Cost: $—)			$	187,239


	Shares		Value

Money Market Fund (7.1%)

Columbia Short-Term Cash Fund, 0.229% (d)(e)		35,727,879	$	35,727,879


Total Money Market Fund
(Cost: $35,727,879)			$	35,727,879


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (10.3%)


Certificates of Deposit (2.3%)
Barclays Bank PLC
02/23/11	0.425%	$	2,000,000	$	2,000,000
Credit Industrial et Commercial
02/22/11	0.395%		2,000,000		2,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		2,000,000		2,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		1,000,000		1,000,000
KBC Bank NV
01/20/11	0.450%		1,000,000		1,000,000
Norinchukin Bank
01/25/11	0.330%		1,500,000		1,500,000
United Overseas Bank Ltd.
02/22/11	0.340%		2,000,000		2,000,000

Total					11,500,000


Repurchase Agreements (8.0%)
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $5,000,167 (f)
	0.400%		5,000,000		5,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,067 (f)
	0.160%		5,000,000		5,000,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 191

Portfolio of Investments (continued) VP – Columbia Wanger International Equities Fund


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)

Repurchase Agreements (cont.)
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $6,401,928 (f)
	0.170%		$6,401,837		$6,401,837
Merrill Lynch Government Securities Income dated 12/31/10, matures 01/03/11, repurchase price $9,000,188 (f)
	0.250%		9,000,000		9,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,208 (f)
	0.500%		5,000,000		5,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $10,000,375 (f)
	0.450%		10,000,000		10,000,000

Total					40,401,837


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $51,901,837)				$	51,901,837


Total Investments
(Cost: $461,604,877)				$	553,897,555
Other Assets & Liabilities, Net					(49,150,475)


Net Assets				$	504,747,080

Summary of Investments in Securities by Industry

The following table represents the portfolio investments of the Fund by industry classifications as a percentage of net assets at December 31, 2010:


	Percentage of
Industry	net assets			Value
Aerospace & Defense		1.2	%		$6,093,160
Air Freight & Logistics		1.0			5,319,464
Auto Components		0.3			1,551,191
Beverages		0.4			1,821,168
Biotechnology		1.3			6,710,329
Building Products		1.2			5,869,016
Capital Markets		1.6			8,155,331
Chemicals		4.2			21,123,217
Commercial Banks		2.3			11,464,582
Commercial Services & Supplies		2.6			12,951,763
Communications Equipment		0.3			1,624,655
Computers & Peripherals		1.7			8,476,768
Construction & Engineering		2.9			14,630,066
Containers & Packaging		0.6			3,191,500
Diversified Consumer Services		1.1			5,937,075
Diversified Financial Services		1.3			6,484,958
Diversified Telecommunication Services		0.4			2,263,767
Electric Utilities		0.8			3,831,724
Electrical Equipment		1.3			6,627,254
Electronic Equipment, Instruments & Components		1.5			7,715,689
Energy Equipment & Services		4.1			20,575,965
Food & Staples Retailing		1.8			9,252,638
Food Products		1.6			8,260,153
Gas Utilities		0.6			2,796,051
Health Care Equipment & Supplies		2.7			13,637,374
Health Care Providers & Services		1.1			5,306,108
Hotels, Restaurants & Leisure		2.7			13,840,034
Household Durables		1.8			8,910,869
Household Products		0.3			1,283,832
Industrial Conglomerates		0.8			3,874,247
Insurance		0.8			3,937,856
Internet & Catalog Retail		0.5			2,669,568
Internet Software & Services		2.2			10,931,940
IT Services		0.6			2,859,804
Leisure Equipment & Products		0.3			1,735,977

See accompanying Notes to Financial Statements.

192 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Summary of Investments in Securities by Industry (continued)


	Percentage of
Industry	net assets			Value
Life Sciences Tools & Services		0.7	%		$3,573,855
Machinery		6.8			34,182,825
Marine		0.7			3,751,191
Media		2.9			14,598,735
Metals & Mining		4.6			23,356,321
Multiline Retail		1.5			7,562,595
Multi-Utilities		0.4			2,231,467
Office Electronics		0.8			4,270,809
Oil, Gas & Consumable Fuels		2.3			11,490,532
Paper & Forest Products		0.9			4,520,313
Personal Products		0.6			3,014,720
Pharmaceuticals		0.8			3,835,743
Professional Services		3.0			15,126,581
Real Estate Investment Trusts (REITs)		5.0			25,486,944
Real Estate Management & Development		0.6			3,270,278
Road & Rail		1.3			6,316,075
Software		1.4			7,169,522
Specialty Retail		1.6			8,070,283
Textiles, Apparel & Luxury Goods		2.2			11,033,185
Trading Companies & Distributors		0.9			4,444,055
Transportation Infrastructure		3.4			17,246,717
Other ⁽¹⁾		17.4			87,629,716

Total					$553,897,555


⁽¹⁾		Cash & Cash Equivalents

Investments in Derivatives

Forward Foreign Currency Exchange Contracts Open at December 31, 2010


			Currency to			Currency to			Unrealized		Unrealized
Counterparty	Exchange date		be delivered			be received			appreciation		depreciation
Morgan Stanley		January 3, 2011		33,823			263,182			$40		$—
				(USD	)		(HKD	)

Morgan Stanley		January 4, 2011		4,842			4,902			—		(45	)
				(AUD	)		(USD	)

State Street Bank & Trust Company		January 4, 2011		11,931,898			145,334			—		(1,683	)
				(JPY	)		(USD	)

State Street Bank & Trust Company		January 4, 2011		57,429			57,452			173		—
				(USD	)		(CAD	)

Morgan Stanley		January 4, 2011		643			415			4		—
				(USD	)		(GBP	)

State Street Bank & Trust Company		January 4, 2011		16,596			129,158			22		—
				(USD	)		(HKD	)

State Street Bank & Trust Company		January 5, 2011		6,172			6,265			—		(39	)
				(AUD	)		(USD	)

Morgan Stanley		January 5, 2011		102,122			135,638			—		(879	)
				(EUR	)		(USD	)

Morgan Stanley		January 5, 2011		9,029,580			109,956			—		(1,300	)
				(JPY	)		(USD	)

State Street Bank & Trust Company		January 5, 2011		48,261			48,247			110		—
				(USD	)		(CAD	)

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 193

Portfolio of Investments (continued) VP – Columbia Wanger International Equities Fund

Forward Foreign Currency Exchange Contracts Open at December 31, 2010 (continued)


			Currency to			Currency to			Unrealized		Unrealized
Counterparty	Exchange date		be delivered			be received			appreciation		depreciation
Morgan Stanley		January 5, 2011		1,859			1,206			$22		$—
				(USD	)		(GBP	)

State Street Bank & Trust Company		January 6, 2011		3,895,862			47,837			—		(164	)
				(JPY	)		(USD	)

Total										$371		$(4,110	)

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2010, the value of these securities amounted to $2,509,200 or 0.50% of net assets.

(d)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

interest income

Value

Columbia Short-Term Cash Fund

$7,500

$429,208,793

$(393,488,414

)

$—

$35,727,879

$45,778

$35,727,879


(e)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271
Government National Mortgage Association		109,545
United States Treasury Inflation Indexed Bonds		15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000

See accompanying Notes to Financial Statements.

194 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$24,839
Fannie Mae REMICS		1,679,992
Fannie Mae Whole Loan		42,738
Fannie Mae-Aces		3,263
Freddie Mac Reference REMIC		116,411
Freddie Mac REMICS		2,566,630
Government National Mortgage Association		666,127

Total market value of collateral securities		$5,100,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$6,529,874

Total market value of collateral securities		$6,529,874



Merrill Lynch Government Securities Income (0.250%)
Security description	Value
Fannie Mae REMICS		$1,728,577
Freddie Mac REMICS		7,451,439

Total market value of collateral securities		$9,180,016



Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000



Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$5,193,059
Fannie Mae REMICS		1,170,920
Freddie Mac Gold Pool		444,184
Freddie Mac REMICS		1,545,473
Ginnie Mae I Pool		395,584
Government National Mortgage Association		1,450,780

Total market value of collateral securities		$10,200,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 195

Portfolio of Investments (continued) VP – Columbia Wanger International Equities Fund

Abbreviation Legend


ADR		American Depositary Receipt
GDR		Global Depositary Receipt

Currency Legend


AUD		Australian Dollar
CAD		Canadian Dollar
EUR		European Monetary Unit
GBP		British Pound Sterling
HKD		Hong Kong Dollar
JPY		Japanese Yen

See accompanying Notes to Financial Statements.

196 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 197

Portfolio of Investments (continued) VP – Columbia Wanger International Equities Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other			Level 3
	in active		significant			significant
	markets for		observable			unobservable
Description(a)	identical assets		inputs(b)			inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$12,960,188		$62,949,324			$—		$75,909,512
Consumer Staples		4,835,888		18,796,623			—		23,632,511
Energy		24,686,414		7,380,084			—		32,066,498
Financials		838,599		57,961,350			—		58,799,949
Health Care		7,868,093		25,195,316			—		33,063,409
Industrials		19,709,900		116,722,514			—		136,432,414
Information Technology		—		43,049,187			—		43,049,187
Materials		14,380,417		33,103,381			—		47,483,798
Telecommunication Services		—		2,263,767			—		2,263,767
Utilities		—		8,859,242			—		8,859,242
Preferred Stocks
Materials		4,520,313		—			—		4,520,313
Rights
Materials		187,239		—			—		187,239

Total Equity Securities		89,987,051		376,280,788			—		466,267,839

Other
Affiliated Money Market Fund(c)		35,727,879		—			—		35,727,879
Investments of Cash Collateral Received for Securities on Loan		—		51,901,837			—		51,901,837

Total Other		35,727,879		51,901,837			—		87,629,716

Investments in Securities		125,714,930		428,182,625			—		553,897,555
Derivatives(d)
Assets
Forward Foreign Currency Exchange Contracts		—		371			—		371
Liabilities
Forward Foreign Currency Exchange Contracts		—		(4,110	)		—		(4,110	)

Total		$125,714,930		$428,178,886			$—		$553,893,816


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.


(b)		There were no significant transfers between Levels 1 and 2 during the period.


(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

198 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – Columbia Wanger U.S. Equities Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (100.3%)


CONSUMER DISCRETIONARY (15.2%)

Auto Components (0.5%)
Drew Industries, Inc. (a)		127,000	$	2,885,440


Automobiles (0.3%)
Thor Industries, Inc. (a)		50,000		1,698,000


Distributors (0.5%)
Pool Corp. (a)		153,000		3,448,620


Diversified Consumer Services (0.5%)
ITT Educational Services, Inc. (a)(b)		47,700		3,038,013


Hotels, Restaurants & Leisure (5.2%)
Bally Technologies, Inc. (a)(b)		156,000		6,581,640
Bravo Brio Restaurant Group, Inc. (b)		14,800		283,716
Gaylord Entertainment Co. (a)(b)		362,000		13,010,280
Life Time Fitness, Inc. (a)(b)		99,000		4,058,010
Penn National Gaming, Inc. (b)		134,000		4,710,100
PF Chang’s China Bistro, Inc. (a)		4,000		193,840
Pinnacle Entertainment, Inc. (a)(b)		287,000		4,023,740
WMS Industries, Inc. (b)		27,000		1,221,480

Total				34,082,806


Household Durables (0.7%)
Cavco Industries, Inc. (a)(b)		66,000		3,081,540
Jarden Corp.		57,000		1,759,590

Total				4,841,130


Internet & Catalog Retail (0.7%)
Gaiam, Inc., Class A		8,000		61,600
Shutterfly, Inc. (a)(b)		134,000		4,694,020

Total				4,755,620


Media (0.2%)
Entravision Communications Corp., Class A (b)		301,000		773,570
Salem Communications Corp., Class A		192,000		608,640
Spanish Broadcasting System, Inc., Class A (b)		176,000		124,608

Total				1,506,818


Multiline Retail (0.5%)
Saks, Inc. (a)(b)		315,000		3,370,500


Specialty Retail (3.2%)
Aaron’s, Inc. (a)		47,000		958,330
Abercrombie & Fitch Co., Class A		164,000		9,451,320
Chico’s FAS, Inc.		213,000		2,562,390
Coldwater Creek, Inc. (a)(b)		51,700		163,889
Express, Inc.		37,100		697,480
Pier 1 Imports, Inc. (a)(b)		247,000		2,593,500
Talbots, Inc. (a)(b)		164,000		1,397,280
Urban Outfitters, Inc. (a)(b)		68,000		2,435,080
Wet Seal, Inc. (The), Class A (a)(b)		241,800		894,660

Total				21,153,929


Textiles, Apparel & Luxury Goods (2.9%)
Deckers Outdoor Corp. (b)		16,000		1,275,840
Lululemon Athletica, Inc. (a)(b)		167,000		11,426,140
True Religion Apparel, Inc. (a)(b)		103,300		2,299,458
Warnaco Group, Inc. (The) (b)		70,000		3,854,900

Total				18,856,338


TOTAL CONSUMER DISCRETIONARY				99,637,214


CONSUMER STAPLES (0.6%)

Food & Staples Retailing (—%)
Fresh Market, Inc. (The) (b)		5,000		206,000


Food Products (0.6%)
Diamond Foods, Inc. (a)		71,000		3,775,780

TOTAL CONSUMER STAPLES				3,981,780


ENERGY (9.9%)

Energy Equipment & Services (5.8%)
Atwood Oceanics, Inc. (a)(b)		282,900		10,571,973
Bristow Group, Inc. (a)(b)		70,000		3,314,500
Core Laboratories NV (a)		40,000		3,562,000
Exterran Holdings, Inc. (a)(b)		79,000		1,892,050
FMC Technologies, Inc. (b)		202,400		17,995,384
Tesco Corp. (a)(b)		37,000		587,560

Total				37,923,467


Oil, Gas & Consumable Fuels (4.1%)
Carrizo Oil & Gas, Inc. (a)(b)		155,000		5,345,950
EQT Corp.		14,000		627,760
Houston American Energy Corp. (a)		103,100		1,865,079
Northern Oil and Gas, Inc. (b)		72,000		1,959,120
Oasis Petroleum, Inc. (b)		6,500		176,280
Quicksilver Resources, Inc. (a)(b)		183,000		2,697,420
Rosetta Resources, Inc. (a)(b)		41,000		1,543,240
SM Energy Co.		82,000		4,832,260
Swift Energy Co. (a)(b)		33,000		1,291,950
Ultra Petroleum Corp. (a)(b)		73,000		3,487,210
World Fuel Services Corp. (a)		94,000		3,399,040

Total				27,225,309


TOTAL ENERGY				65,148,776


FINANCIALS (14.4%)

Capital Markets (1.6%)
Eaton Vance Corp. (a)		99,000		2,992,770
Investment Technology Group, Inc. (a)(b)		54,000		883,980
MF Global Holdings Ltd. (a)(b)		265,000		2,215,400
SEI Investments Co.		185,000		4,401,150

Total				10,493,300


Commercial Banks (5.3%)
Associated Banc-Corp. (a)		143,000		2,166,450
City National Corp. (a)		37,000		2,270,320
CVB Financial Corp. (a)		80,000		693,600
First Busey Corp.		426,000		2,002,200
Green Bankshares, Inc. (a)(b)		83,709		267,869
Guaranty Bancorp (a)(b)		291,000		410,310
Lakeland Financial Corp. (a)		170,000		3,648,200
MB Financial, Inc. (a)		196,000		3,394,720
Pacific Continental Corp. (a)		155,295		1,562,267
Sandy Spring Bancorp, Inc. (a)		57,000		1,050,510
SVB Financial Group (a)(b)		64,000		3,395,200
TCF Financial Corp. (a)		271,000		4,013,510
Valley National Bancorp (a)		386,000		5,519,800
Whitney Holding Corp. (a)		251,000		3,551,650
Wilmington Trust Corp.		155,000		672,700

Total				34,619,306


Consumer Finance (0.1%)
World Acceptance Corp. (a)(b)		10,000		528,000


Diversified Financial Services (0.6%)
Leucadia National Corp.		148,000		4,318,640


Insurance (0.4%)
Tower Group, Inc. (a)		94,000		2,404,520


Real Estate Investment Trusts (REITs) (5.2%)
Associated Estates Realty Corp. (a)		162,000		2,476,980
BioMed Realty Trust, Inc. (a)		492,000		9,175,800
Corporate Office Properties Trust (a)		61,000		2,131,950
DCT Industrial Trust, Inc. (a)		202,000		1,072,620
Digital Realty Trust, Inc. (a)		18,000		927,720
DuPont Fabros Technology, Inc. (a)		94,000		1,999,380
Education Realty Trust, Inc. (a)		156,000		1,212,120
Extra Space Storage, Inc. (a)		413,000		7,186,200
Kilroy Realty Corp. (a)		99,000		3,610,530
Kite Realty Group Trust (a)		568,000		3,072,880
Macerich Co. (The)		37,000		1,752,690

Total				34,618,870


Real Estate Management & Development (0.4%)
St Joe Co. (The) (a)(b)		113,000		2,469,050


Thrifts & Mortgage Finance (0.8%)
Berkshire Hills Bancorp, Inc. (a)		81,000		1,790,100
Kaiser Federal Financial Group, Inc. (a)		21,541		249,445
Provident New York Bancorp		3,000		31,470
ViewPoint Financial Group (a)		298,600		3,490,634

Total				5,561,649


TOTAL FINANCIALS				95,013,335


HEALTH CARE (10.1%)

Biotechnology (5.6%)
Acorda Therapeutics, Inc. (a)(b)		49,900		1,360,274
Alexion Pharmaceuticals, Inc. (a)(b)		69,000		5,557,950
Allos Therapeutics, Inc. (a)(b)		410,000		1,890,100
Anthera Pharmaceuticals, Inc. (a)(b)		71,000		346,480
Array Biopharma, Inc. (b)		205,000		612,950
BioMarin Pharmaceutical, Inc. (a)(b)		135,400		3,646,322
Cepheid, Inc. (a)(b)		118,800		2,702,700
Chelsea Therapeutics International Ltd. (b)		230,000		1,725,000
Idenix Pharmaceuticals, Inc. (a)(b)		132,600		668,304
InterMune, Inc. (b)		39,600		1,441,440

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 199

Portfolio of Investments (continued) VP – Columbia Wanger U.S. Equities Fund


Issuer	Shares		Value

Common Stocks (continued)

HEALTH CARE (CONT.)

Biotechnology (cont.)
Isis Pharmaceuticals, Inc. (a)(b)		252,000		$2,550,240
Micromet, Inc. (a)(b)		320,000		2,598,400
Nabi Biopharmaceuticals (a)(b)		75,300		435,987
Nanosphere, Inc. (a)(b)		92,700		404,172
NPS Pharmaceuticals, Inc. (b)		213,000		1,682,700
Onyx Pharmaceuticals, Inc. (a)(b)		74,000		2,728,380
Seattle Genetics, Inc. (a)(b)		190,000		2,840,500
United Therapeutics Corp. (a)(b)		57,000		3,603,540

Total				36,795,439


Health Care Equipment & Supplies (1.2%)
Alimera Sciences, Inc. (a)(b)		21,800		226,284
American Medical Systems Holdings, Inc. (a)(b)		32,000		603,520
Gen-Probe, Inc. (a)(b)		29,000		1,692,150
IDEXX Laboratories, Inc. (a)(b)		22,000		1,522,840
Neogen Corp. (b)		4,100		168,223
Sirona Dental Systems, Inc. (a)(b)		80,000		3,342,400

Total				7,555,417


Health Care Providers & Services (0.5%)
Health Management Associates, Inc., Class A (b)		261,500		2,494,710
Mednax, Inc. (b)		16,000		1,076,640

Total				3,571,350


Health Care Technology (0.2%)
Quality Systems, Inc. (a)		22,000		1,536,040


Life Sciences Tools & Services (1.9%)
eResearchTechnology, Inc. (a)(b)		16,000		117,600
Illumina, Inc. (a)(b)		10,000		633,400
Mettler-Toledo International, Inc. (b)		72,000		10,887,120
Pacific Biosciences of California, Inc. (a)(b)		43,300		688,903

Total				12,327,023


Pharmaceuticals (0.7%)
Akorn, Inc. (a)(b)		142,800		866,796
Auxilium Pharmaceuticals, Inc. (a)(b)		98,000		2,067,800
Nektar Therapeutics (a)(b)		111,000		1,426,350

Total				4,360,946


TOTAL HEALTH CARE				66,146,215


INDUSTRIALS (21.0%)

Aerospace & Defense (0.7%)
HEICO Corp., Class A		42,000		1,567,440
Moog, Inc., Class A (a)(b)		77,000		3,064,600

Total				4,632,040


Air Freight & Logistics (0.2%)
Forward Air Corp. (a)		43,000		1,220,340


Commercial Services & Supplies (2.1%)
Herman Miller, Inc. (a)		121,000		3,061,300
Knoll, Inc. (a)		419,000		7,009,870
McGrath Rentcorp (a)		136,100		3,568,542

Total				13,639,712


Electrical Equipment (5.0%)
Acuity Brands, Inc. (a)		119,500		6,891,565
AMETEK, Inc.		376,500		14,777,625
GrafTech International Ltd. (b)		189,900		3,767,616
II-VI, Inc. (a)(b)		156,000		7,232,160

Total				32,668,966


Machinery (9.4%)
Albany International Corp., Class A (a)		154,000		3,648,260
Donaldson Co., Inc.		175,000		10,199,000
ESCO Technologies, Inc. (a)		178,000		6,735,520
Kennametal, Inc. (a)		198,000		7,813,080
Mueller Water Products, Inc., Class A (a)		216,000		900,720
Nordson Corp. (a)		167,000		15,343,960
Oshkosh Corp. (b)		65,000		2,290,600
Pentair, Inc. (a)		190,000		6,936,900
Toro Co. (The)		20,000		1,232,800
WABCO Holdings, Inc. (b)		114,000		6,946,020

Total				62,046,860


Professional Services (0.6%)
GP Strategies Corp. (a)(b)		129,000		1,320,960
Navigant Consulting, Inc. (a)(b)		175,000		1,610,000
RCM Technologies, Inc. (b)		233,000		1,081,120

Total				4,012,080


Road & Rail (1.7%)
Avis Budget Group, Inc. (a)(b)		373,500		5,811,660
Heartland Express, Inc. (a)		81,000		1,297,620
Hertz Global Holdings, Inc. (a)(b)		294,000		4,260,060

Total				11,369,340


Trading Companies & Distributors (1.3%)
CAI International, Inc. (a)(b)		91,000		1,783,600
GATX Corp. (a)		36,000		1,270,080
H&E Equipment Services, Inc. (a)(b)		58,800		680,316
Rush Enterprises, Inc., Class A (a)(b)		83,100		1,698,564
Rush Enterprises, Inc., Class B (b)		32,000		575,360
Textainer Group Holdings Ltd. (a)		80,000		2,279,200

Total				8,287,120


TOTAL INDUSTRIALS				137,876,458


INFORMATION TECHNOLOGY (24.3%)

Communications Equipment (4.0%)
Blue Coat Systems, Inc. (a)(b)		130,000		3,883,100
Finisar Corp. (a)(b)		399,800		11,870,062
Infinera Corp. (a)(b)		158,000		1,632,140
Ixia (a)(b)		92,000		1,543,760
Netgear, Inc. (a)(b)		77,000		2,593,360
Polycom, Inc. (a)(b)		127,000		4,950,460

Total				26,472,882


Electronic Equipment, Instruments & Components (3.8%)
Amphenol Corp., Class A		119,000		6,280,820
IPG Photonics Corp. (a)(b)		448,000		14,165,760
Plexus Corp. (a)(b)		125,000		3,867,500
Sanmina-SCI Corp. (a)(b)		85,000		975,800

Total				25,289,880


Internet Software & Services (0.9%)
Constant Contact, Inc. (a)(b)		37,000		1,146,630
Equinix, Inc. (a)(b)		23,000		1,868,980
SPS Commerce, Inc. (b)		117,000		1,848,600
TheStreet.com, Inc.		344,000		918,480

Total				5,782,690


IT Services (1.7%)
Acxiom Corp. (a)(b)		62,000		1,063,300
ExlService Holdings, Inc. (a)(b)		201,900		4,336,812
Global Payments, Inc. (a)		53,000		2,449,130
Hackett Group, Inc. (The) (a)(b)		218,000		765,180
Jack Henry & Associates, Inc.		47,000		1,370,050
SRA International, Inc., Class A (a)(b)		55,000		1,124,750

Total				11,109,222


Office Electronics (0.6%)
Zebra Technologies Corp., Class A (a)(b)		106,000		4,026,940


Semiconductors & Semiconductor Equipment (5.1%)
Applied Micro Circuits Corp. (a)(b)		174,000		1,858,320
Atmel Corp. (b)		761,000		9,375,520
Entegris, Inc. (a)(b)		604,000		4,511,880
Microsemi Corp. (a)(b)		293,000		6,709,700
Monolithic Power Systems, Inc. (a)(b)		188,000		3,105,760
ON Semiconductor Corp. (b)		415,800		4,108,104
Pericom Semiconductor Corp. (a)(b)		117,000		1,284,660
Supertex, Inc. (a)(b)		94,000		2,272,920

Total				33,226,864


Software (8.2%)
Advent Software, Inc. (a)(b)		84,500		4,894,240
ANSYS, Inc. (b)		148,000		7,706,360
Ariba, Inc. (a)(b)		100,000		2,349,000
Blackbaud, Inc. (a)		159,000		4,118,100
Blackboard, Inc. (a)(b)		53,500		2,209,550
Concur Technologies, Inc. (a)(b)		82,000		4,258,260
Informatica Corp. (a)(b)		295,000		12,988,850
MICROS Systems, Inc. (b)		305,000		13,377,300
NetSuite, Inc. (b)		15,000		375,000
NICE Systems Ltd., ADR (a)(b)		31,000		1,081,900
Tyler Technologies, Inc. (a)(b)		13,000		269,880

Total				53,628,440


TOTAL INFORMATION TECHNOLOGY				159,536,918


MATERIALS (0.6%)

Chemicals (0.6%)
Albemarle Corp.		71,000		3,960,380


Metals & Mining (—%)
Augusta Resource Corp. (b)		75,000		285,750

TOTAL MATERIALS				4,246,130


TELECOMMUNICATION SERVICES (4.2%)

Diversified Telecommunication Services (3.1%)
AboveNet, Inc. (a)		80,600		4,711,876
Globalstar, Inc. (b)		31,000		44,950
PAETEC Holding Corp. (a)(b)		825,000		3,085,500
tw telecom, inc. (a)(b)		732,000		12,480,600

Total				20,322,926

See accompanying Notes to Financial Statements.

200 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Issuer	Shares		Value

Common Stocks (continued)

TELECOMMUNICATION SERVICES (CONT.)
Wireless Telecommunication Services (1.1%)
Crown Castle International Corp. (b)		34,000		$1,490,220
SBA Communications Corp., Class A (b)		145,000		5,936,300

Total				7,426,520


TOTAL TELECOMMUNICATION SERVICES				27,749,446


Total Common Stocks
(Cost: $544,709,094)			$	659,336,272


	Shares		Value

Money Market Fund (0.5%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		2,977,593	$	2,977,593


Total Money Market Fund
(Cost: $2,977,593)			$	2,977,593


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (24.9%)


Asset-Backed Commercial Paper (3.0%)
Antalis US Funding Corp.
01/10/11	0.360%	$	4,999,450	$	4,999,450
Belmont Funding LLC
01/18/11	0.500%		4,998,472		4,998,472
Grampian Funding LLC
01/31/11	0.300%		4,998,708		4,998,708
Rheingold Securitization
02/16/11	0.521%		4,993,356		4,993,356

Total					19,989,986


Certificates of Deposit (9.3%)
Barclays Bank PLC
02/23/11	0.425%		3,000,000		3,000,000
Credit Industrial et Commercial
02/22/11	0.395%		5,000,000		5,000,000
DZ Bank AG
01/18/11	0.330%		5,000,000		5,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		5,000,000		5,000,000
02/17/11	0.300%		2,000,000		2,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		5,000,000		5,000,000
KBC Bank NV
01/24/11	0.450%		7,000,000		7,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		7,000,031		7,000,031
Mitsubishi UFJ Trust and Banking Corp.
02/22/11	0.320%		5,000,000		5,000,000
Natixis
03/07/11	0.440%		5,000,000		5,000,000
Norinchukin Bank
01/25/11	0.330%		2,000,000		2,000,000
02/14/11	0.330%		5,000,000		5,000,000
United Overseas Bank Ltd.
01/18/11	0.330%		5,000,000		5,000,000

Total					61,000,031


Commercial Paper (1.7%)
Macquarie Bank Ltd.
02/09/11	0.375%		5,994,687		5,994,687
Suncorp Metway Ltd.
01/10/11	0.400%		4,998,167		4,998,167

Total					10,992,854


Repurchase Agreements (10.9%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $10,002,583 (e)
	0.300%		10,000,000		10,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $10,000,133 (e)
	0.160%		10,000,000		10,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $5,518,887 (e)
	0.170%		5,518,809		5,518,809
Merrill Lynch Government Securities Income dated 12/31/10, matures 01/03/11, repurchase price $5,000,104 (e)
	0.250%		5,000,000		5,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $3,000,125 (e)
	0.500%		3,000,000		3,000,000
Natixis Financial Products, Inc. dated 12/31/10, matures 01/03/11, repurchase price $10,000,292 (e)
	0.350%		10,000,000		10,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $28,001,050 (e)
	0.450%		28,000,000		28,000,000

Total					71,518,809


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $163,501,680)				$	163,501,680


Total Investments
(Cost: $711,188,367)				$	825,815,545
Other Assets & Liabilities, Net					(168,262,912)


Net Assets				$	657,552,633

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$12,500

$565,069,564

$(562,104,471

)

$—

$2,977,593

$16,110

$2,977,593


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 201

Portfolio of Investments (continued) VP – Columbia Wanger U.S. Equities Fund

Notes to Portfolio of Investments (continued)


(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$50,397
Archer Daniels		518,468
ASB Finance Ltd		614,243
Banco Bilbao Vizcaya		1,658,123
Banco Bilbao Vizcaya Argentaria/New York NY		24,519
BP Capital Markets		308,146
BPCE		221,541
Central American Bank		1,920
Commonwealth Bank of Australia		311,935
Credit Agricole NA		512
Danske Corp		767,411
Electricite De France		1,270,764
European Investment Bank		1,709,846
Gdz Suez		263,954
Golden Funding Corp		18,171
Ing (US) Funding LLC		80
Natexis Banques		197,337
Nationwide Building		1,230,262
Natixis NY		96,000
Natixis US Finance Co		1,600
Prudential PLC		371,140
Silver Tower US Fund		4,800
Skandin Ens Banken		48,037
Societe Gen No Amer		799,593
Societe Generale NY		10,400
UBS Ag Stamford		801

Total market value of collateral securities		$10,500,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$49,678
Fannie Mae REMICS		3,359,984
Fannie Mae Whole Loan		85,476
Fannie Mae-Aces		6,526
Freddie Mac Reference REMIC		232,822
Freddie Mac REMICS		5,133,260
Government National Mortgage Association		1,332,254

Total market value of collateral securities		$10,200,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$5,629,185

Total market value of collateral securities		$5,629,185

See accompanying Notes to Financial Statements.

202 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Merrill Lynch Government Securities Income (0.250%)
Security description	Value
Fannie Mae REMICS		$960,321
Freddie Mac REMICS		4,139,688

Total market value of collateral securities		$5,100,009



Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$1,482
Fannie Mae Pool		1,244,865
Fannie Mae REMICS		128,471
Fannie Mae Whole Loan		3,490
Federal Farm Credit Bank		1,999
Federal Home Loan Banks		51,871
Federal Home Loan Mortgage Corp		7,989
FHLMC Structured Pass Through Securities		7,567
Freddie Mac Gold Pool		652,303
Freddie Mac Non Gold Pool		77,399
Freddie Mac REMICS		143,820
Ginnie Mae II Pool		105,311
Government National Mortgage Association		195,343
United States Treasury Note/Bond		438,090

Total market value of collateral securities		$3,060,000



Natixis Financial Products, Inc. (0.350%)
Security description	Value
Fannie Mae Interest Strip		$458,899
Fannie Mae Pool		181,161
Fannie Mae REMICS		3,517,384
Freddie Mac Gold Pool		36,895
Freddie Mac Non Gold Pool		47,461
Freddie Mac REMICS		4,099,978
Freddie Mac Strips		341,535
Government National Mortgage Association		42,337
United States Treasury Note/Bond		1,474,647

Total market value of collateral securities		$10,200,297



Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$14,540,567
Fannie Mae REMICS		3,278,577
Freddie Mac Gold Pool		1,243,716
Freddie Mac REMICS		4,327,323
Ginnie Mae I Pool		1,107,634
Government National Mortgage Association		4,062,183

Total market value of collateral securities		$28,560,000

Abbreviation Legend


ADR		American Depositary Receipt

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 203

Portfolio of Investments (continued) VP – Columbia Wanger U.S. Equities Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

204 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$99,637,214		$—		$—		$99,637,214
Consumer Staples		3,981,780		—		—		3,981,780
Energy		65,148,776		—		—		65,148,776
Financials		95,013,335		—		—		95,013,335
Health Care		66,146,215		—		—		66,146,215
Industrials		137,876,458		—		—		137,876,458
Information Technology		159,536,918		—		—		159,536,918
Materials		4,246,130		—		—		4,246,130
Telecommunication Services		27,749,446		—		—		27,749,446

Total Equity Securities		659,336,272		—		—		659,336,272

Other
Affiliated Money Market Fund(c)		2,977,593		—		—		2,977,593
Investments of Cash Collateral Received for Securities on Loan		—		163,501,680		—		163,501,680

Total Other		2,977,593		163,501,680		—		166,479,273

Total		$662,313,865		$163,501,680		$—		$825,815,545


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 205

Portfolio of Investments

VP – Eaton Vance Floating-Rate Income Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (a) (95.4%)
AEROSPACE & DEFENSE (1.7%)
DAE Aviation Holdings, Inc. Tranche B1 Term Loan (b)
07/31/14	4.040%	$	1,520,283	$	1,491,778
Hawker Beechcraft Acquisition Co. LLC (b) Letter of Credit
03/26/14	0.203-2.303%		224,551		196,354
Term Loan
03/26/14	2.261%		3,746,258		3,275,840
IAP Worldwide Services, Inc. 1st Lien Term Loan (b)
12/30/12	8.250%		1,495,579		1,488,550
Standard Aero Ltd. Tranche B2 Term Loan (b)
07/31/14	4.040%		1,468,335		1,440,803
TransDigm, Inc. Term Loan (b)
12/06/16	5.000%		3,000,000		3,026,910
Triumph Group, Inc. Term Loan (b)
06/16/16	4.500%		523,688		526,798
Wesco Aircraft Hardware Corp. 1st Lien Term Loan (b)
09/30/13	2.520%		979,476		976,538
Wyle Services Corp. Term Loan (b)
03/25/16	7.750%		748,123		747,660

Total		13,171,231


AUTOMOTIVE (3.5%)
Allison Transmission, Inc. Term Loan (b)
08/07/14	3.020-3.040%		4,902,605		4,794,356
Armored AutoGroup, Inc. Term Loan (b)
11/05/16	6.000%		2,025,000		2,023,745
Autotrader.com, Inc. Tranche B Term Loan (b)(c)
TBD	TBD		1,000,000		1,004,580
Federal-Mogul Corp. (b) Tranche B Term Loan
12/29/14	2.198-2.208%		3,944,175		3,702,594
Tranche C Term Loan
12/28/15	2.198-2.208%		2,012,334		1,889,078
Ford Motor Co. (b) Tranche B1 Term Loan
12/15/13	3.020-3.040%		3,858,548		3,849,827
Tranche B2 Term Loan
12/15/13	3.020%		415,178		412,131
Ford Motor Co. (b)(c) Tranche B2 Term Loan
TBD	TBD		832,453		826,343
Goodyear Engineered Product (b)(c) Delayed Draw Term Loan
TBD	TBD		250,564		222,062
Term Loan
TBD	TBD		1,749,436		1,550,438
Goodyear Tire & Rubber Co. (The) 2nd Lien Term Loan (b)
04/30/14	1.960%		5,000,000		4,864,300
Metaldyne LLC Term Loan (b)
10/22/16	7.750%		798,000		803,985
Tenneco, Inc. Tranche B Term Loan (b)
06/03/16	5.053%		1,990,000		2,006,576

Total		27,950,015


BROKERAGE (1.2%)
Grosvenor Capital Management Holdings LLLP Tranche C Term Loan (b)
12/05/16	4.313%		1,098,514		1,087,529
LPL Holdings, Inc. (b) Term Loan
06/25/15	4.250%		2,977,500		2,984,943
06/28/17	5.250%		1,960,188		1,969,989
Nuveen Investments, Inc. 1st Lien Term Loan (b)
11/13/14	3.288-3.303%		4,000,000		3,815,000

Total		9,857,461


BUILDING MATERIALS (0.5%)
Beacon Sales Acquisition, Inc. Tranche B Term Loan (b)
09/30/13	2.261-2.290%		927,236		889,572
Building Materials Corp. of America Term Loan (b)
02/22/14	3.063%		1,584,338		1,587,634
Goodman Global, Inc. 1st Lien Term Loan (b)
10/28/16	5.750%		1,571,063		1,577,205

Total		4,054,411


CHEMICALS (6.9%)
AZ Chem US, Inc. Term Loan (b)
11/21/16	6.750%		494,681		500,093
Brenntag Holding Gmbh & Co. KG (b) Tranche 1 Term Loan
01/20/14	3.761-4.227%		687,400		686,753
Tranche B2 Term Loan
01/20/14	3.761-3.788%		4,312,600		4,316,654
Brenntag Holding Gmbh & Co. KG (b)(c) Tranche 1 Term Loan
TBD	TBD		137,480		137,351
Tranche B2 Term Loan
TBD	TBD		862,520		863,331
CF Industries, Inc. Tranche B1 Term Loan (b)
04/05/15	4.250%		1,730,086		1,737,369
Celanese US Holdings LLC Tranche C Term Loan (b)
10/31/16	3.290%		3,511,114		3,524,281
Hexion Specialty Chemicals, Inc. (b) Tranche C1B Term Loan
05/05/15	4.063%		2,803,307		2,773,536
Tranche C2B Term Loan
05/05/15	4.063%		1,176,370		1,163,877
Tranche C4B Term Loan
05/05/15	4.063%		994,824		982,389
Tranche C7B Term Loan
05/05/15	4.063%		944,593		928,062
Huntsman International LLC (b) Tranche B Term Loan
04/19/14	1.771-1.788%		1,880,420		1,847,513
Tranche C Term Loan
06/30/16	2.511-2.521%		5,641,260		5,578,811
ISP Chemco LLC Term Loan (b)
06/04/14	1.813%		4,465,296		4,403,898
Ineos US Finance LLC (b) Tranche B2 Term Loan
12/16/13	7.500%		3,284,264		3,374,582
Tranche C2 Term Loan
12/16/14	8.000%		3,553,360		3,668,844
Matrix Acquisition Corp. Tranche B Term Loan (b)
04/12/14	2.261%		2,473,024		2,350,411
Millenium Chemicals 1st Lien Term Loan (b)
05/15/14	2.553%		1,984,655		1,967,289
Momentive Performance Materials Tranche B1 Term Loan (b)
12/04/13	2.563%		992,248		965,845
Nalco Co. Tranche B1 Term Loan (b)
10/05/17	4.500%		1,197,000		1,206,875
Omnova Solutions, Inc. Term Loan (b)
05/31/17	5.750%		2,475,000		2,493,562
Polymer Group, Inc. Tranche 2 Term Loan (b)
11/22/14	7.000%		1,979,460		1,978,174
Rockwood Specialties Group, Inc. Tranche H Term Loan (b)
05/15/14	6.000%		1,183,852		1,188,587
Solutia, Inc. Term Loan (b)
03/17/17	4.500%		3,162,868		3,177,796

See accompanying Notes to Financial Statements.

206 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (a) (continued)

CHEMICALS (CONT.)
Styron SARL Term Loan (b)
06/17/16	7.500%		$2,376,716		$2,409,396

Total		54,225,279


CONSTRUCTION MACHINERY (0.2%)
Manitowoc Co., Inc. (The) Tranche B Term Loan (b)
11/06/14	8.000%		1,623,291		1,641,959


CONSUMER CYCLICAL SERVICES (3.8%)
Adesa, Inc. Term Loan (b)
10/21/13	3.020%		3,754,016		3,732,919
Affinion Group, Inc. Tranche B Term Loan (b)
10/09/16	5.000%		4,962,500		4,943,891
Brickman Group Holdings, Inc. Tranche B Term Loan (b)
10/14/16	7.250%		2,025,000		2,047,781
Live Nation Entertainment, Inc. Tranche B Term Loan (b)
11/07/16	4.500%		4,969,975		4,959,637
Protection One, Inc. Term Loan (b)
06/04/16	6.000%		3,836,410		3,836,410
ServiceMaster Co. (The) (b) Delayed Draw Term Loan
07/24/14	2.770%		180,432		172,956
Term Loan
07/24/14	2.760-2.810%		1,811,830		1,736,767
Travelport LLC (b) Delayed Draw Term Loan
08/21/15	4.963%		4,961,439		4,643,610
Tranche S Term Loan
08/21/15	4.963%		153,677		143,832
West Corp. (b) Tranche B2 Term Loan
10/24/13	2.636-2.832%		258,613		256,154
Tranche B4 Term Loan
07/15/16	4.511-4.707%		2,976,804		2,983,323
Tranche B5 Term Loan
07/15/16	4.511-4.707%		633,700		635,088

Total		30,092,368


CONSUMER PRODUCTS (2.3%)
Amscan Holdings, Inc. Term Loan (b)
12/02/17	6.750-7.500%		1,371,563		1,370,986
Jarden Corp. Tranche B5 Term Loan (b)
01/26/15	3.553%		2,977,014		2,993,566
NBTY, Inc. (b) Tranche B Term Loan
10/01/17	6.250%		1,800,000		1,823,400
NBTY, Inc. (b)(c) Tranche B Term Loan
TBD	TBD		4,000,000		4,052,000
National Bedding Co. LLC Term Loan (b)
11/28/13	3.813-5.750%		1,776,160		1,752,484
Prestige Brands, Inc. Term Loan (b)
03/24/16	4.750%		963,333		968,950
Spectrum Brands, Inc. Term Loan (b)
06/16/16	8.000%		4,533,333		4,620,781
Visant Corp. Tranche B Term Loan (b)
12/22/16	7.000%		922,688		932,837

Total		18,515,004


DIVERSIFIED MANUFACTURING (2.2%)
Acosta, Inc. Term Loan (b)
07/28/13	2.520%		2,984,416		2,936,665
Altegrity, Inc. (b) Term Loan
02/21/15	3.054%		1,984,576		1,882,032
Tranche D Term Loan
02/21/15	7.750%		671,624		677,502
BakerCorp Tranche C Term Loan (b)
05/08/14	4.786-4.788%		1,235,586		1,221,302
Brand Energy & Infrastructure Services, Inc. (b) Tranche B 1st Lien Term Loan
02/07/14	2.563%		1,000,000		959,170
Tranche B2 1st Lien Term Loan
02/07/14	3.563%		2,000,000		1,925,000
General Chemical Corp. Tranche B Term Loan (b)
10/06/15	6.750-7.250%		523,687		529,799
New Customer Service Term Loan (b)
03/23/16	6.000%		2,849,218		2,830,698
Pelican Products, Inc. Term Loan (b)
11/30/16	5.750%		700,000		702,191
Pinafore LLC/Inc. Tranche B Term Loan (b)
09/29/16	6.250%		1,849,915		1,873,280
RGIS Services LLC (b) Delayed Draw Term Loan
04/30/14	2.803%		47,619		44,881
Tranche B Term Loan
04/30/14	2.803%		952,381		897,619
Vertrue, Inc. 1st Lien Term Loan (b)
08/16/14	3.310%		1,000,000		852,500

Total		17,332,639


ELECTRIC (2.7%)
Calpine Corp. Term Loan (b)
03/29/14	3.145%		1,518,652		1,515,433
Dynegy Holdings, Inc. (b) Letter of Credit
04/02/13	4.020%		6,480,070		6,415,269
Tranche B Term Loan
04/02/13	4.020%		516,309		511,146
Energy Future Holdings Tranche B2 Term Loan (b)
10/10/14	3.764%		3,969,231		3,066,231
NRG Energy, Inc. (b) Credit Linked Deposit
02/01/13	2.053%		1,190,983		1,180,561
08/31/15	3.553%		1,388,328		1,386,301
Term Loan
02/01/13	2.011-2.053%		1,765,612		1,750,164
08/31/15	3.553%		1,657,948		1,655,528
New Development Holdings LLC Term Loan (b)
07/03/17	7.000%		2,961,868		3,008,399
Pike Electric, Inc. Tranche B Term Loan (b)
07/01/12	2.063%		831,469		798,210

Total		21,287,242


ENTERTAINMENT (5.5%)
AMC Entertainment, Inc. Tranche B2 Term Loan (b)
12/15/16	3.511%		2,976,501		2,981,145
Bombardier Recreational Products, Inc. Term Loan (b)
06/28/13	3.270%		2,000,000		1,885,000
Carmike Cinemas, Inc. Term Loan (b)
01/27/16	5.500%		952,376		955,234
Cedar Fair LP Term Loan (b)
12/15/16	5.500%		3,342,107		3,372,754
Cinemark USA, Inc. Term Loan (b)
04/30/16	3.520-3.560%		7,939,850		7,973,356
ClubCorp Club Operations, Inc. Tranche B Term Loan (b)
11/30/16	6.000%		575,000		579,313
Miramax Film NY LLC Term Loan (b)
06/22/16	7.750%		975,000		979,875
National CineMedia LLC Term Loan (b)
02/13/15	2.060%		4,000,000		3,912,520
Regal Cinemas Corp. Term Loan (b)
11/19/16	3.803%		8,438,738		8,471,901
SW Acquisitions Co., Inc. Term Loan (b)
06/01/16	5.750%		5,930,075		5,970,874
Six Flags Theme Parks, Inc. Tranche B 1st Term Loan (b)
06/30/16	5.500%		2,560,065		2,580,059

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 207

Portfolio of Investments (continued) VP – Eaton Vance Floating-Rate Income Fund


	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (a) (continued)
ENTERTAINMENT (CONT.)
Universal City Development Partners Ltd. Term Loan (b)
11/06/14	5.500%		$3,969,925		$4,003,828

Total		43,665,859


FOOD AND BEVERAGE (5.0%)
Advantage Sales & Marketing, Inc. 1st Lien Term Loan (b)
12/18/17	5.250%		2,800,000		2,805,264
Aramark Corp. (b) 1st Letter of Credit
01/26/14	0.111%		286,407		282,915
2nd Letter of Credit
07/26/16	0.111%		237,307		237,544
Term Loan
01/26/14	2.178%		3,555,280		3,511,941
Tranche B Term Loan
07/26/16	3.553%		3,608,407		3,612,015
Darling International, Inc. Term Loan (b)
12/17/16	5.000%		1,000,000		1,007,500
Dean Foods Co. (b) Tranche A Term Loan
04/02/12	1.270%		2,095,795		2,059,119
Tranche B Term Loan
04/02/14	1.810%		3,810,438		3,613,552
Dole Food Co., Inc. (b) Tranche B1 Term Loan
03/02/17	5.000-5.500%		1,139,576		1,145,890
Tranche C1 Term Loan
03/02/17	5.000-5.500%		2,830,423		2,846,104
Dunkin’ Brands, Inc. Tranche B Term Loan (b)
11/23/17	5.750%		5,350,000		5,410,937
Earthbound Holdings III LLC Term Loan (b)
12/21/16	7.250%		675,000		679,644
Green Mountain Coffee Roasters, Inc. Tranche B Term Loan (b)(c)
TBD	TBD		1,000,000		999,170
Pierre Foods, Inc. 1st Lien Term Loan (b)
09/30/16	7.000-7.500%		1,075,000		1,074,108
Pinnacle Foods Finance LLC (b) Term Loan
04/02/14	2.761%		3,350,112		3,281,033
Tranche D Term Loan
04/02/14	6.000%		707,586		715,249
Sagittarius Restaurants LLC Term Loan (b)
05/18/15	7.500-7.750%		484,687		484,082
U.S. Foodservice Term Loan (b)
07/03/14	2.760%		1,496,124		1,368,579
WM. Bolthouse Farms, Inc. 1st Lien Term Loan (b)
02/11/16	5.500-5.750%		4,694,440		4,732,605

Total		39,867,251


GAMING (2.0%)
Ameristar Casinos, Inc. Term Loan (b)
11/10/12	3.539%		1,984,334		1,982,469
Caesars Entertainment Operating Co., Inc. (b) Tranche B1 Term Loan
01/28/15	3.288-3.303%		2,000,000		1,804,500
Tranche B3 Term Loan
01/28/15	3.288%		1,981,181		1,787,520
Isle of Capri Casinos, Inc. (b) Term Loan
11/25/13	5.000%		3,117,603		3,114,361
Tranche A Delayed Draw Term Loan
11/25/13	5.000%		1,096,815		1,095,674
Tranche B Delayed Draw Term Loan
11/25/13	5.000%		1,247,041		1,245,745
Las Vegas Sands LLC (b)(c) Tranche B Term Loan
TBD	TBD		1,666,667		1,617,267
Tranche I Delayed Draw Term Loan
TBD	TBD		333,333		323,453
Penn National Gaming, Inc. Tranche B Term Loan (b)
10/03/12	2.010-2.040%		1,000,000		994,380
VML US Finance LLC (b) Term Loan
05/28/13	4.800%		496,986		496,309
Tranche B Delayed Draw Term Loan
05/25/12	4.800%		362,830		362,337
Tranche B Term Loan
05/27/13	4.800%		628,154		627,299

Total		15,451,314


GAS DISTRIBUTORS (0.4%)
Obsidian Natural Gas Trust Term Loan (b)
11/02/15	7.000%		3,100,000		3,131,000


HEALTH CARE (13.0%)
1-800 Contacts, Inc. Term Loan (b)
03/04/15	7.700%		1,360,783		1,343,773
Alliance HealthCare Services, Inc. Term Loan (b)
06/01/16	5.500%		1,980,000		1,977,525
Bausch & Lomb, Inc. (b) Delayed Draw Term Loan
04/24/15	3.511%		793,792		790,712
Term Loan
04/24/15	3.511-3.553%		3,269,255		3,256,570
Biomet, Inc. Term Loan (b)
03/25/15	3.261-3.303%		7,938,461		7,907,740
Bright Horizons Family Solutions, Inc. Tranche B Term Loan (b)
05/28/15	7.500%		1,994,885		1,998,795
Carestream Health 1st Lien Term Loan (b)
04/30/13	2.261%		5,200,000		5,088,876
Community Health Systems, Inc. (b) Delayed Draw Term Loan
07/25/14	2.544%		351,384		342,423
Term Loan
07/25/14	2.544%		6,782,938		6,609,973
01/25/17	3.794%		2,933,851		2,920,179
ConvaTec, Inc. Term Loan (b)
12/22/16	5.750%		625,000		630,469
DJO Finance LLC Term Loan (b)
05/20/14	3.261%		2,724,913		2,677,227
DaVita, Inc. Tranche B Term Loan (b)
10/20/16	4.500%		2,625,000		2,645,921
Emdeon Business Services LLC 1st Lien Term Loan (b)
11/18/13	2.270%		4,958,636		4,906,967
Fresenius SE (b) Tranche C1 Term Loan
09/10/14	4.500%		2,327,406		2,340,789
Tranche C2 Term Loan
09/10/14	4.500%		1,623,962		1,633,299
HCA, Inc. (b) Tranche B1 Term Loan
11/18/13	2.553%		3,000,000		2,969,460
Tranche B2 Term Loan
03/31/17	3.553%		6,000,000		5,991,240
Health Management Associates, Inc. Tranche B Term Loan (b)
02/28/14	2.053%		7,931,337		7,780,641
IMS Health, Inc. Tranche B Term Loan (b)
02/26/16	5.250%		5,000,000		5,044,650
Iasis Healthcare LLC (b) Delayed Draw Term Loan
03/14/14	2.261%		477,002		466,031
Synthetic
Letter of Credit
03/14/14	2.261%		130,462		127,461
Term Loan
03/14/14	2.261%		1,378,128		1,346,431
Inventiv Health, Inc. Tranche B Term Loan (b)
08/04/16	6.500%		671,624		676,030
Inverness Medical 1st Lien Term Loan (b)
06/26/14	2.261-2.266%		2,976,864		2,909,884

See accompanying Notes to Financial Statements.

208 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (a) (continued)

HEALTH CARE (CONT.)
MedAssets, Inc. Term Loan (b)
11/16/16	5.250%		$1,825,000		$1,831,844
MultiPlan, Inc. Term Loan (b)
08/26/17	6.500%		4,095,000		4,130,831
Prime Healthcare Services, Inc. Tranche B Term Loan (b)
04/28/15	7.250%		1,989,987		1,920,338
Quintiles Transnational Corp. 1st Lien Tranche B Term Loan (b)
03/31/13	2.310%		2,976,503		2,946,738
Radnet Management, Inc. Tranche B Term Loan (b)
04/06/16	5.750-6.000%		992,500		984,441
Rehabcare Group, Inc. Tranche B Term Loan (b)
11/24/15	6.000%		2,576,441		2,586,103
Renal Advantage Holdings, Inc. (b) Tranche B Term Loan
12/17/16	5.750%		675,000		676,269
Renal Advantage Holdings, Inc. (b)(c) Tranche B Term Loan
TBD	TBD		1,000,000		1,001,880
Res-Care, Inc. Tranche B Term Loan (b)
12/22/16	6.250%		800,000		784,000
Select Medical Corp. (b) Tranche B Term Loan
02/24/12	2.284-4.250%		2,992,405		2,956,885
Tranche B1 Term Loan
08/22/14	4.034-6.000%		2,992,405		2,989,921
Universal Health Services, Inc. Tranche B Term Loan (b)
11/15/16	5.500%		1,900,000		1,925,536
Vanguard Health Holding Co. II LLC Term Loan (b)
01/29/16	5.000%		3,980,025		3,995,786

Total		103,113,638


LIFE INSURANCE (0.7%)
Alliant Holdings I, Inc. (b) Term Loan
08/21/14	3.303%		2,898,688		2,786,364
Alliant Holdings I, Inc. (b)(c) Tranche D Term Loan
TBD	TBD		1,000,000		1,005,000
CNO Financial Group, Inc. Term Loan (b)
09/30/16	7.500%		1,375,000		1,383,938

Total		5,175,302


MEDIA CABLE (6.7%)
Atlantic Broadband Finance LLC Tranche B Term Loan (b)
11/27/15	5.000%		1,254,782		1,262,939
Bresnan Broadband Holdings LLC Tranche B Term Loan (b)
12/14/17	4.500%		2,150,000		2,159,524
CSC Holdings LLC (b) Tranche B2 Term Loan
03/29/16	3.511%		1,984,375		1,989,654
Tranche B3 Term Loan
03/29/16	3.261%		3,970,000		3,969,007
CSC Holdings LLC (b)(c) Tranche B3 Term Loan
TBD	TBD		2,000,000		1,999,500
Cequel Communications LLC Term Loan (b)
11/05/13	2.265%		5,984,456		5,933,349
Charter Communications Operating LLC (b) Tranche B1 Term Loan
03/06/14	2.270%		1,249,304		1,231,602
Tranche C Term Loan
09/06/16	3.560%		6,949,862		6,818,301
Charter Communications Operating LLC (b)(c) Tranche C Term Loan
TBD	TBD		1,000,000		981,070
Insight Midwest Holdings LLC Tranche B Term Loan (b)
04/07/14	2.010-2.040%		2,758,025		2,682,179
Mediacom Communications Corp. (b) Tranche E Term Loan
10/23/17	4.500%		4,977,494		4,846,834
Tranche F Term Loan
10/23/17	4.500%		2,985,000		2,958,882
Midcontinent Communications Tranche B Term Loan (b)
12/31/16	6.250-6.750%		997,500		1,005,480
TWCC Holding Corp. Term Loan (b)
09/14/15	5.000%		5,919,883		5,950,430
UPC Financing Partnership (b) Tranche T Term Loan
12/30/16	4.251%		6,500,000		6,392,750
Tranche X Term Loan
12/31/17	4.251%		1,000,000		986,250
UPC Financing Partnership (b)(c) Tranche X Term Loan
TBD	TBD		1,500,000		1,479,375

Total		52,647,126


MEDIA NON-CABLE (4.4%)
Catalina Marketing Corp. Term Loan (b)
10/01/14	3.011%		997,274		989,795
Cengage Learning Acquisitions, Inc. Term Loan (b)
07/03/14	2.550%		1,989,731		1,874,704
Citadel Broadcasting Corp. Term Loan (b)
12/30/16	4.250%		1,500,000		1,504,695
FoxCo Acquisition Sub LLC Term Loan (b)
07/14/15	7.500%		1,993,629		1,976,684
Getty Images, Inc. Term Loan (b)
11/07/16	5.250%		4,738,125		4,773,661
Intelsat Corp. (b) Tranche B2A Term Loan
01/03/14	2.790%		2,986,793		2,979,326
Tranche B2B Term Loan
01/03/14	2.790%		2,985,872		2,978,407
Tranche B2C Term Loan
01/03/14	2.790%		2,985,872		2,978,407
Lodgenet Entertainment Corp. Term Loan (b)
04/04/14	2.310%		1,608,604		1,490,645
Nelson Education Ltd. 1st Lien Term Loan (b)
07/04/14	2.803%		1,454,765		1,291,104
Nielsen Finance LLC (b) Tranche A Term Loan
08/09/13	2.264%		4,880,448		4,831,642
Tranche B Term Loan
05/01/16	4.014%		1,989,981		1,986,657
Univision Communications, Inc. (b) 1st Lien Term Loan
03/31/17	4.511%		881,899		837,945
Term Loan
09/29/14	2.511%		881,899		847,726
Zuffa LLC Term Loan (b)
06/19/15	2.313%		3,798,288		3,722,323

Total		35,063,721


METALS (0.9%)
Fairmount Minerals Ltd. Tranche B Term Loan (b)
08/05/16	6.250-6.750%		844,839		858,922
John Maneely Co. Term Loan (b)
12/09/13	3.539%		4,164,215		4,080,930
Noranda Aluminum Acquisition Corp. Tranche B Term Loan (b)
05/18/14	2.011%		389,946		384,585
Novelis, Inc. Term Loan (b)(c)
TBD	TBD		2,000,000		2,024,060

Total		7,348,497


NON-CAPTIVE DIVERSIFIED (0.3%)
International Lease Finance Corp. Tranche 1 Term Loan (b)
03/17/15	6.750%		2,000,000		2,026,660

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 209

Portfolio of Investments (continued) VP – Eaton Vance Floating-Rate Income Fund


	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (a) (continued)
OIL FIELD SERVICES (1.0%)
Ashmore Energy International (b) Synthetic Revolving Term Loan
03/30/12	3.308%		$380,394		$374,783
Term Loan
03/30/14	3.303%		2,328,545		2,294,199
Dresser, Inc. Tranche B Term Loan (b)
05/04/14	2.534%		2,000,000		1,993,760
Volnay Acquisition Co. I Tranche B2 Term Loan (b)
01/12/16	5.500%		2,956,522		2,958,384

Total		7,621,126


OTHER FINANCIAL INSTITUTIONS (0.9%)
Asset Acceptance Capital Corp. Tranche B Term Loan (b)
06/12/13	3.770-5.750%		1,988,831		1,914,249
Citco III Ltd. Tranche B Term Loan (b)(c)
TBD	TBD		2,910,848		2,806,553
Fifth Third Processing Solutions LLC Tranche B 1st Lien Term Loan (b)
11/03/16	5.500%		800,000		805,664
HarbourVest Partners LP Term Loan (b)
12/19/16	6.250%		1,200,000		1,198,500
Ikaria Acquisition, Inc. Term Loan (b)
05/14/16	7.000%		447,500		416,734

Total		7,141,700


OTHER INDUSTRY (3.2%)
Aquilex Holdings LLC Term Loan (b)
04/01/16	5.500%		884,392		880,704
Diversey, Inc. Tranche B Term Loan (b)
11/24/15	5.250%		4,300,327		4,323,162
Education Management LLC (b) Tranche C Term Loan
06/03/13	2.063%		3,688,644		3,587,206
Tranche C2 Term Loan
06/01/16	4.313%		3,490,676		3,413,881
Laureate Education, Inc. (b) Delayed Draw Term Loan
08/15/14	3.538%		258,440		242,343
Term Loan
08/15/14	3.538%		1,726,230		1,618,703
RE/MAX International LLC Term Loan (b)
04/16/16	5.500%		1,339,875		1,341,550
Rexnord LLC/RBS Global, Inc. (b) Tranche B1 Term Loan
07/19/13	2.813%		4,803,279		4,723,737
Tranche B2 Term Loan
07/19/13	2.563%		812,303		790,980
Rexnord LLC/RBS Global, Inc. (b)(c) Tranche B1 Term Loan
TBD	TBD		1,552,136		1,526,433
Sensus USA, Inc. Tranche B3 Term Loan (b)
06/03/13	7.000%		1,488,665		1,499,830
TriMas Co., LLC (b) Tranche B Term Loan
12/15/15	6.000%		1,262,575		1,265,732
Tranche B1 Term Loan
08/02/11	2.529%		94,264		94,499

Total		25,308,760


PACKAGING (2.5%)
Berry Plastics Holding Corp. Tranche C Term Loan (b)
04/03/15	2.284%		2,481,952		2,340,928
Bway Holding Co. Tranche B Term Loan (b)
06/16/17	5.500-6.000%		727,772		730,960
Consolidated Container LLC 1st Lien Term Loan (b)
03/28/14	2.500%		997,253		914,152
Graham Packaging Co., LP Tranche C Term Loan (b)
04/05/14	6.750%		1,984,848		2,007,595
Graphic Packaging International, Inc. (b) Term Loan
05/16/14	3.039-3.040%		4,703,023		4,681,483
Graphic Packaging International, Inc. (b)(c) Term Loan
TBD	TBD		945,453		941,123
ICL Industrial Containers ULC/ICL Contenants Industriels ULC Tranche C Term Loan (b)
06/16/17	5.500-6.000%		68,229		68,528
Kranson Industries, Inc. Tranche B Term Loan (b)
07/13/13	2.511%		219,682		209,247
Reynolds Group Holdings, Inc. (b) Term Loan
05/05/16	6.250%		2,962,500		2,979,534
05/05/16	6.750%		2,962,500		2,986,111
Tranche D Term Loan
05/05/16	6.500%		2,075,000		2,097,306

Total		19,956,967


PAPER (0.8%)
Georgia-Pacific LLC (b) Tranche B Term Loan
12/23/12	2.302-2.303%		2,179,116		2,177,025
Tranche C Term Loan
12/23/14	3.552-3.553%		3,968,722		3,983,603

Total		6,160,628


PHARMACEUTICALS (1.9%)
Catalent Pharma Solutions, Inc. Term Loan (b)
04/10/14	2.511%		1,994,832		1,907,060
Grifols, Inc. Tranche B Term Loan (b)(c)
TBD	TBD		1,825,000		1,842,903
Mylan, Inc. Tranche B Term Loan (b)
10/02/14	3.563%		1,364,035		1,369,136
VWR Funding, Inc. Term Loan (b)
06/30/14	2.761%		2,000,000		1,937,500
WC Luxco SARL Tranche B3 Term Loan (b)
02/22/16	6.500%		773,638		780,284
Warner Chilcott Co. LLC (b) Tranche A Term Loan
10/30/14	6.000%		2,440,208		2,443,259
Tranche B2 Term Loan
04/30/15	6.250%		2,010,856		2,023,423
Warner Chilcott Corp. (b) Term Loan
04/30/15	6.250%		1,121,959		1,128,971
Tranche B1 Term Loan
04/30/15	6.250%		1,207,589		1,215,137

Total		14,647,673


PROPERTY & CASUALTY (1.7%)
Asurion LLC (b) 1st Lien Term Loan
07/03/14	3.262-3.286%		5,763,808		5,485,704
Tranche B2 Term Loan
03/31/15	6.750%		1,200,000		1,202,700
HUB International Ltd. (b) Delayed Draw Term Loan
06/13/14	2.803%		182,115		176,469
Term Loan
06/13/14	2.803%		810,178		785,062
06/13/14	6.750%		2,977,386		2,989,803
USI Holdings Corp. (b) Tranche B Term Loan
05/04/14	2.770%		498,708		480,007
Tranche C Term Loan
05/04/14	7.000%		1,984,925		1,967,557

Total		13,087,302


REFINING (0.4%)
CITGO Petroleum Corp. (b) Tranche B Term Loan
06/24/15	8.000%		975,000		1,006,892
Tranche C Term Loan
06/24/17	9.000%		2,288,500		2,383,382

Total		3,390,274


REITS (0.1%)
MPT Operating Partnership LP Term Loan (b)
05/17/16	5.000%		995,000		988,782


RESTAURANTS (1.7%)
Burger King Corp. Tranche B Term Loan (b)
10/19/16	6.250%		4,450,000		4,513,724

See accompanying Notes to Financial Statements.

210 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (a) (continued)

RESTAURANTS (CONT.)
Dave & Buster’s, Inc . Term Loan (b)
06/01/16	6.000%		$1,990,000		$1,982,537
DineEquity, Inc. Term Loan (b)
10/19/17	6.000%		2,532,000		2,567,575
OSI Restaurant Partners LLC (b) Term Loan
06/14/13	0.122-2.563%		331,928		316,341
06/14/14	2.263-5.000%		3,435,454		3,274,125
QCE LLC 1st Lien Term Loan (b)
05/05/13	5.010%		991,672		885,067

Total		13,539,369


RETAILERS (6.1%)
Dollar General Corp. (b) Tranche B1 Term Loan
07/07/14	3.010-3.038%		3,000,000		3,002,070
Tranche B2 Term Loan
07/07/14	3.010-3.011%		1,000,000		998,740
FTD Group, Inc. Tranche B Term Loan (b)
08/26/14	6.750%		1,662,865		1,662,865
General Nutrition Centers, Inc. Term Loan (b)
09/16/13	2.520-2.560%		6,000,000		5,943,780
Harbor Freight Tools USA, Inc./Central Purchasing LLC Tranche B Term Loan (b)
12/22/17	6.500%		1,750,000		1,744,890
JRD Holdings, Inc. Term Loan (b)
07/02/14	2.520%		4,725,000		4,677,750
Michaels Stores, Inc. Tranche B1 Term Loan (b)
10/31/13	2.563%		2,916,487		2,835,175
Neiman Marcus Group, Inc. (The) Tranche B2 Term Loan (b)
04/06/16	4.303%		4,768,146		4,716,745
Pep Boys-Manny, Moe & Jack (The) Term Loan (b)
10/27/13	2.300%		1,013,165		989,102
PetCo Animal Supplies, Inc. Term Loan (b)
11/24/17	6.000%		2,625,000		2,622,821
Pilot Travel Centers LLC Tranche B Term Loan (b)
06/30/16	5.250%		5,462,055		5,537,158
Rent-A-Center, Inc. Tranche B Term Loan (b)
03/31/15	3.310%		1,429,483		1,425,909
Rite Aid Corp. (b) Tranche 2 Term Loan
06/04/14	2.020%		3,983,358		3,628,999
Tranche 3 Term Loan
06/04/14	6.000%		4,981,008		4,941,559
Travelport LLC Tranche B Term Loan (b)
08/21/15	4.963%		846,323		792,108
Yankee Candle Co., Inc. Term Loan (b)
02/06/14	2.270%		2,706,801		2,675,863

Total		48,195,534


SUPERMARKETS (0.6%)
Roundy’s Supermarkets, Inc. Tranche B Term Loan (b)
11/03/13	3.758-3.768%		4,596,638		4,595,213


TECHNOLOGY (8.2%)
Activant Solutions, Inc. (b) Tranche B1 Term Loan
05/02/13	2.284-2.313%		230,612		226,191
Tranche B3 Term Loan
02/02/16	4.813%		1,380,549		1,365,018
Applied Systems, Inc. 1st Lien Term Loan (b)
12/08/16	5.500%		1,300,000		1,297,569
Aspect Software, Inc. Tranche B Term Loan (b)
05/07/16	6.250%		2,977,500		2,987,415
Booz Allen Hamilton, Inc. Tranche C Term Loan (b)
07/31/15	6.000%		992,481		996,620
CCC Information Services Group, Inc. Term Loan (b)
11/11/15	5.500%		1,350,000		1,359,288
CoreLogic, Inc. Term Loan (b)
04/12/16	4.750%		1,990,000		2,002,438
Dealer Computer Services, Inc. Term Loan (b)
04/21/17	5.250%		887,363		892,359
Fidelity National Information Services, Inc. Tranche B Term Loan (b)
07/18/16	5.250%		2,194,500		2,219,166
First Data Corp. Tranche B2 Term Loan (b)
09/24/14	3.011%		2,869,517		2,650,716
Freescale Semiconductor, Inc. Term Loan (b)
12/01/16	4.508%		2,974,320		2,869,594
Infor Enterprise Solutions Holdings, Inc. (b) 1st Lien Delayed Draw Term Loan
07/28/15	6.020%		1,036,112		991,217
1st Lien Term Loan
07/28/15	6.020%		1,950,908		1,866,376
Lender Processing Services, Inc. Tranche B Term Loan (b)
07/02/14	2.761%		1,580,680		1,526,667
MSCI, Inc. Term Loan (b)
06/01/16	4.750%		1,990,000		2,001,204
Microsemi Corp. Term Loan (b)
11/02/17	5.000%		750,000		754,373
Network Solutions LLC 1st Lien Term Loan (b)
03/07/14	2.520%		884,186		837,767
Orbitz Worldwide, Inc. Term Loan (b)
07/25/14	2.261-3.294%		2,000,000		1,863,760
Quantum Corp. Term Loan (b)
07/11/14	3.803%		695,689		690,040
SS&C Technologies, Inc./Sunshine Acquisition II, Inc. Term Loan (b)
11/23/12	2.270-2.310%		1,194,832		1,179,896
SSI Investments II Ltd. Term Loan (b)
05/26/17	6.500%		497,501		500,923
Sabre, Inc. Term Loan (b)
09/30/14	2.261-2.288%		4,997,625		4,560,333
Sensata Technology BV/Finance Co. LLC Term Loan (b)
04/27/13	2.038%		4,464,935		4,365,858
Shield Finance Co. SARL Tranche B Term Loan (b)
06/15/16	7.752%		788,000		784,060
Ship Luxco 3 SARL Tranche B2A Term Loan (b)(c)
TBD	TBD		1,000,000		1,004,380
Sitel LLC Term Loan (b)
01/30/14	5.790%		2,377,759		2,254,900
Softlayer Technologies, Inc. Tranche B Term Loan (b)
11/09/16	7.750%		575,000		573,321
Spansion LLC Term Loan (b)
02/09/15	6.500%		1,116,078		1,129,336
SunGard Data Systems, Inc. (b) Tranche A Term Loan
02/28/14	2.010-2.014%		489,000		476,076
Tranche B Term Loan
02/28/16	3.907-3.911%		9,250,561		9,181,182
Sunquest Information Systems, Inc. 1st Lien Term Loan (b)
12/16/16	6.250%		725,000		723,188
Trans Union LLC Term Loan (b)
06/15/17	6.750%		3,980,000		4,033,054
TriZetto Group, Inc. Tranche B1 Term Loan (b)
08/04/15	5.750%		997,500		1,002,486
VeriFone, Inc. Tranche B Term Loan (b)
10/31/13	3.020%		2,807,613		2,807,613

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 211

Portfolio of Investments (continued) VP – Eaton Vance Floating-Rate Income Fund


	Coupon	Principal
Borrower	rate	amount		Value

Senior Loans (a) (continued)

TECHNOLOGY (CONT.)
Vertafore, Inc. Term Loan (b)
07/29/16	6.750%		$820,874		$824,208

Total		64,798,592


TEXTILE (0.3%)
Phillips-Van Heusen Corp. Tranche B Term Loan (b)
05/06/16	4.750%		2,602,732		2,634,616


TRANSPORTATION SERVICES (0.6%)
Hertz Corp. (The) (b) Letter of Credit
12/21/12	2.034%		778,731		771,637
Tranche B Term Loan
12/21/12	2.020%		4,189,688		4,151,521

Total		4,923,158


WIRELESS (0.8%)
MetroPCS Wireless, Inc. Tranche B1 Term Loan (b)
11/03/13	2.563%		1,984,455		1,979,494
Telesat Canada (b) Tranche I Term Loan
10/31/14	3.270%		3,655,342		3,637,065
Tranche II Term Loan
10/31/14	3.270%		313,980		312,410

Total		5,928,969


WIRELINES (0.7%)
Alaska Communications Systems Holdings, Inc. Term Loan (b)
10/21/16	5.500%		1,575,000		1,578,087
Windstream Corp. Tranche B2 Term Loan (b)
12/17/15	3.040%		3,969,850		3,985,967

Total		5,564,054


Total Senior Loans
(Cost: $742,038,539)				$	754,100,694


	Shares		Value

Money Market Fund (7.2%)

Columbia Short-Term Cash Fund, 0.229% (d)(e)		56,641,419	$	56,641,419


Total Money Market Fund
(Cost: $56,641,419)			$	56,641,419


Total Investments
(Cost: $798,679,958)			$	810,742,113
Other Assets & Liabilities, Net				(20,577,847)


Net Assets			$	790,164,266

Notes to Portfolio of Investments


(a)		Senior loans have rates of interest that float periodically based primarily on the London Interbank Offered Rate (“LIBOR”) and other short-term rates. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional prepayments by the borrower. Such prepayments cannot be predicted with certainty.

(b)		Variable rate security. The interest rate shown reflects the rate as of December 31, 2010.

(c)		Represents a senior loan purchased on a when-issued or delayed delivery basis. Certain details associated with this purchase are not known prior to the settlement date of the transaction. In addition, senior loans typically trade without accrued interest and therefore a weighted average coupon rate is not available prior to settlement. At settlement, if still unknown, the borrower or counterparty will provide the Fund with the final weighted average coupon rate and maturity date.

(d)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$528,992

$789,299,875

$(733,187,448

)

$—

$56,641,419

$190,499

$56,641,419


(e)		The rate shown is the seven-day current annualized yield at December 31, 2010.

See accompanying Notes to Financial Statements.

212 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 213

Portfolio of Investments (continued) VP – Eaton Vance Floating-Rate Income Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Senior Loans
Brokerage		$—		$8,769,932		$1,087,529		$9,857,461
Chemicals		—		52,314,828		1,910,451		54,225,279
Consumer Cyclical Services		—		26,255,958		3,836,410		30,092,368
Diversified Manufacturing		—		15,537,639		1,795,000		17,332,639
Electric		—		20,489,032		798,210		21,287,242
Entertainment		—		43,086,546		579,313		43,665,859
Gas Distributors		—		—		3,131,000		3,131,000
Health Care		—		100,409,300		2,704,338		103,113,638
Life Insurance		—		4,170,302		1,005,000		5,175,302
Media Non-Cable		—		31,341,398		3,722,323		35,063,721
Other Industry		—		22,448,699		2,860,061		25,308,760
Retailers		—		40,429,010		7,766,524		48,195,534
Technology		—		60,204,433		4,594,159		64,798,592
All Other Industries		—		292,853,299		—		292,853,299

Total Senior Loans		—		718,310,376		35,790,318		754,100,694

Other
Affiliated Money Market Fund(c)		56,641,419		—		—		56,641,419

Total Other		56,641,419		—		—		56,641,419

Total		$56,641,419		$718,310,376		$35,790,318		$810,742,113


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Senior loans
Balance as of May 7, 2010 (when shares became available)		$—
Accrued discounts/premiums		99,218
Realized gain (loss)		1,066,376
Change in unrealized appreciation (depreciation)*		410,134
Sales		(787,879	)
Purchases		35,002,469
Transfers into Level 3		—
Transfers out of Level 3		—

Balance as of December 31, 2010		$35,790,318


*		Change in unrealized appreciation (depreciation) relating to securities held at December 31, 2010 was $410,134.

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

See accompanying Notes to Financial Statements.

214 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 215

Portfolio of Investments

VP – Invesco International Growth Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (93.7%)


AUSTRALIA (7.1%)
BHP Billiton Ltd.		707,407	$	32,704,784
Cochlear Ltd. (a)		257,937		21,190,785
CSL Ltd. (a)		438,769		16,268,453
QBE Insurance Group Ltd.		667,157		12,371,661
Woolworths Ltd. (a)		401,410		11,060,951
WorleyParsons Ltd.		822,136		22,460,965

Total				116,057,599


BELGIUM (1.6%)
Anheuser-Busch InBev NV		462,644		26,470,197


BERMUDA (1.1%)
Li & Fung Ltd.		1,788,000		10,375,553
VimpelCom Ltd., ADR		506,922		7,624,107

Total				17,999,660


BRAZIL (2.4%)
Banco Bradesco SA, ADR (a)		1,213,878		24,629,585
Petroleo Brasileiro SA, ADR (a)		430,895		14,723,682

Total				39,353,267


CANADA (5.1%)
Canadian National Railway Co.		114,593		7,623,065
Canadian Natural Resources Ltd.		343,908		15,292,079
Cenovus Energy, Inc.		435,138		14,519,142
Encana Corp. (a)		325,113		9,482,191
Fairfax Financial Holdings Ltd.		31,003		12,712,971
Suncor Energy, Inc.		401,226		15,398,969
Talisman Energy, Inc.		438,693		9,729,185

Total				84,757,602


CHINA (1.4%)
Industrial & Commercial Bank of China, Series H (a)		31,390,000		23,384,985


DENMARK (1.8%)
Novo Nordisk A/S, Series B		257,766		29,061,664


FRANCE (5.0%)
AXA SA		517,308		8,609,640
BNP Paribas		275,461		17,531,730
Cie Generale des Etablissements Michelin, Series B		105,880		7,600,719
Danone		240,667		15,127,447
Eutelsat Communications		267,385		9,790,290
Publicis Groupe SA		173,838		9,063,080
Total SA		269,902		14,305,919

Total				82,028,825


GERMANY (6.5%)
Adidas AG		316,853		20,787,290
Bayer AG		220,165		16,252,441
BMW AG		309,453		24,331,826
Fresenius Medical Care AG & Co. KGaA		246,986		14,321,849
Puma AG Rudolf Dassler Sport		47,399		15,714,021
SAP AG		298,036		15,136,373

Total				106,543,800


HONG KONG (1.1%)
Hutchison Whampoa Ltd. (a)		1,747,000		17,982,501


INDIA (1.5%)
Infosys Technologies Ltd., ADR (a)		322,709		24,551,701


ISRAEL (2.0%)
Teva Pharmaceutical Industries Ltd., ADR		636,768		33,194,716


JAPAN (9.6%)
Canon, Inc. (a)		302,900		15,564,294
Denso Corp.		400,900		13,787,583
Fanuc Corp.		193,600		29,603,925
Keyence Corp.		57,900		16,712,356
Komatsu Ltd.		486,400		14,644,526
Nidec Corp. (a)		356,400		35,950,571
Toyota Motor Corp.		365,700		14,402,362
Yamada Denki Co., Ltd.		260,760		17,746,377

Total				158,411,994


KOREA (2.4%)
Hyundai Mobis (b)		105,719		26,688,216
NHN Corp. (b)		66,958		13,476,540

Total				40,164,756


MEXICO (3.6%)
America Movil SAB de CV, Series L, ADR (a)		542,211		31,090,379
Fomento Economico Mexicano SAB de CV, ADR (a)		187,226		10,469,678
Grupo Televisa SA, ADR (a)(b)		658,934		17,086,158

Total				58,646,215


NETHERLANDS (3.8%)
Koninklijke Ahold NV		1,218,090		16,081,514
Koninklijke KPN NV		1,028,535		15,014,407
TNT NV		589,328		15,559,321
Unilever NV		490,751		15,285,638

Total				61,940,880


PHILIPPINES (1.1%)
Philippine Long Distance Telephone Co.		303,755		17,683,677


RUSSIAN FEDERATION (1.1%)
Gazprom OAO, ADR		694,000		17,523,500


SINGAPORE (2.8%)
Keppel Corp., Ltd.		3,098,000		27,365,868
United Overseas Bank Ltd.		1,335,000		18,959,813

Total				46,325,681


SWEDEN (1.5%)
Kinnevik Investment AB, Series B		388,660		7,930,050
Telefonaktiebolaget LM Ericsson, Series B		724,211		8,408,564
Volvo AB, Series B (b)		515,523		9,098,461

Total				25,437,075


SWITZERLAND (7.5%)
Julius Baer Group Ltd.		328,571		15,412,719
Nestlé SA		579,170		33,991,708
Novartis AG		405,490		23,912,893
Roche Holding AG		226,323		33,237,764
Syngenta AG		58,476		17,172,518

Total				123,727,602


TAIWAN (2.3%)
Hon Hai Precision Industry Co., Ltd.		3,570,200		14,416,747
Taiwan Semiconductor Manufacturing Co., Ltd.		9,350,000		22,814,283

Total				37,231,030


TURKEY (0.8%)
Akbank TAS		2,463,172		13,741,233


UNITED KINGDOM (20.6%)
BG Group PLC		1,036,813		20,952,478
British American Tobacco PLC		536,231		20,598,445
Centrica PLC		4,258,960		22,021,558
Compass Group PLC		3,276,820		29,686,478
Imperial Tobacco Group PLC		969,591		29,753,881
Informa PLC		2,245,199		14,266,335
International Power PLC		3,992,960		27,245,967
Kingfisher PLC		3,733,011		15,332,218
Next PLC		469,967		14,473,195
Reckitt Benckiser Group PLC		279,044		15,337,754
Reed Elsevier PLC		1,904,985		16,084,960
Royal Dutch Shell PLC, Series B		505,905		16,684,350
Shire PLC		1,245,936		29,977,238
Smith & Nephew PLC		676,782		7,139,151
Tesco PLC		3,313,389		21,957,926
Vodafone Group PLC		8,625,447		22,299,550
WPP PLC		1,236,572		15,223,044

Total				339,034,528


Total Common Stocks
(Cost: $1,283,174,718)			$	1,541,254,688


	Shares		Value

Mutual Fund (0.4%)

India Fund, Inc. (The) (a)		209,400	$	7,352,034


Total Mutual Fund
(Cost: $6,148,613)			$	7,352,034


Money Market Fund (5.9%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		96,250,809	$	96,250,809


Total Money Market Fund
(Cost: $96,250,809)			$	96,250,809


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (8.0%)


Asset-Backed Commercial Paper (0.6%)
Antalis US Funding Corp.
01/10/11	0.360%	$	4,999,450	$	4,999,450
Rheingold Securitization
02/16/11	0.521%		4,993,355		4,993,355

Total					9,992,805

See accompanying Notes to Financial Statements.

216 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)
Certificates of Deposit (3.3%)
Barclays Bank PLC
02/23/11	0.425%		$6,000,000		$6,000,000
DZ Bank AG
01/18/11	0.330%		5,000,000		5,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		3,000,000		3,000,000
02/17/11	0.300%		2,000,000		2,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		5,000,000		5,000,000
KBC Bank NV
01/20/11	0.450%		6,000,000		6,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		5,000,022		5,000,022
Natixis
03/07/11	0.440%		5,000,000		5,000,000
Norinchukin Bank
02/08/11	0.330%		3,000,000		3,000,000
Societe Generale
02/17/11	0.310%		4,996,042		4,996,042
Sumitomo Mitsui Banking Corp.
01/12/11	0.300%		5,000,000		5,000,000
United Overseas Bank Ltd.
01/18/11	0.330%		5,000,000		5,000,000

Total					54,996,064


Commercial Paper (0.3%)
Macquarie Bank Ltd.
02/09/11	0.375%		4,995,573		4,995,573


Other Short-Term Obligations (0.1%)
Natixis Financial Products LLC
01/03/11	0.500%		1,500,000		1,500,000


Repurchase Agreements (3.7%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $7,001,808 (e)
	0.300%		7,000,000		7,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,067 (e)
	0.160%		5,000,000		5,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $3,470,539 (e)
	0.170%		3,470,490		3,470,490
Merrill Lynch Government Securities Income dated 12/31/10, matures 01/03/11, repurchase price $5,000,104 (e)
	0.250%		5,000,000		5,000,000
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11, repurchase price $10,000,208 (e)
	0.250%		10,000,000		10,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $15,000,625 (e)
	0.500%		15,000,000		15,000,000
Natixis Financial Products, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,146 (e)
	0.350%		5,000,000		5,000,000
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $5,000,208 (e)
	0.500%		5,000,000		5,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $5,000,188 (e)
	0.450%		5,000,000		5,000,000

Total					60,470,490


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $131,954,932)				$	131,954,932


Total Investments
(Cost: $1,517,529,072)				$	1,776,812,463
Other Assets & Liabilities, Net					(131,144,434)


Net Assets				$	1,645,668,029

Summary of Investments in Securities by Industry

The following table represents the portfolio investments of the Fund by industry classifications as a percentage of net assets at December 31, 2010:


	Percentage of
Industry	net assets			Value
Air Freight & Logistics		0.9	%		$15,559,321
Auto Components		2.9			48,076,519
Automobiles		2.3			38,734,187
Banking		3.4			55,902,547
Beverages		0.6			10,469,678
Biotechnology		1.0			16,268,453
Capital Markets		0.9			15,412,719
Chemicals		1.0			17,172,518
Commercial Banks		2.6			42,344,797
Distributors		0.6			10,375,553
Diversified Financial Services		0.9			15,282,084
Diversified Manufacturing		1.1			17,982,501
Diversified Telecommunication Services		0.9			15,014,407
Electrical Equipment		2.2			35,950,571
Electronic Equipment, Instruments & Components		0.9			14,416,747
Energy Equipment & Services		1.4			22,460,965
Food & Staples Retailing		1.3			21,957,926
Food and Beverage		3.4			56,156,675
Food Products		3.9			64,404,794
Foreign Agencies		1.1			17,523,500
Health Care		0.9			14,321,849
Health Care Equipment & Supplies		1.7			28,329,936
Household Products		0.9			15,337,754
Independent Energy		2.1			34,503,455

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 217

Portfolio of Investments (continued) VP – Invesco International Growth Fund

Summary of Investments in Securities by Industry (continued)


	Percentage of
Industry	net assets			Value
Independent Power Producers & Energy Traders		1.7	%		$27,245,967
Industrial Conglomerates		1.7			27,365,868
Insurance		0.8			12,371,661
Integrated Energy		1.8			29,918,111
Internet Software & Services		0.8			13,476,540
IT Services		1.5			24,551,701
Life Insurance		0.5			8,609,640
Machinery		3.2			53,346,912
Media		4.0			65,428,907
Media Non-Cable		1.0			16,084,960
Metals		2.0			32,704,784
Multiline Retail		0.9			14,473,195
Multi-Utilities		1.3			22,021,558
Office Electronics		0.9			15,564,294
Oil Field Services		0.9			14,723,682
Oil, Gas & Consumable Fuels		3.2			51,942,747
Pharmaceuticals		10.1			165,636,716
Property & Casualty		0.8			12,712,971
Railroads		0.5			7,623,066
Retailers		0.7			11,060,951
Software		0.9			15,136,373
Specialty Retail		2.0			33,078,595
Supermarkets		1.0			16,081,514
Technology		2.9			47,935,203
Textiles, Apparel & Luxury Goods		2.2			36,501,311
Tobacco		3.1			50,352,327
Wireless		3.2			53,389,928
Wireless Telecommunication Services		0.5			7,624,107
Wirelines		1.1			17,683,677
Other ⁽¹⁾		13.9			228,205,741

Total					$1,776,812,463


⁽¹⁾		Cash & Cash Equivalents.

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

interest income

Value

Columbia Short-Term Cash Fund

$11,535

$1,479,084,848

$(1,382,845,574

)

$—

$96,250,809

$137,884

$96,250,809


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

See accompanying Notes to Financial Statements.

218 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$35,278
Archer Daniels		362,928
ASB Finance Ltd		429,970
Banco Bilbao Vizcaya		1,160,686
Banco Bilbao Vizcaya Argentaria/New York NY		17,164
BP Capital Markets		215,702
BPCE		155,079
Central American Bank		1,344
Commonwealth Bank of Australia		218,355
Credit Agricole NA		358
Danske Corp		537,188
Electricite De France		889,535
European Investment Bank		1,196,892
Gdz Suez		184,768
Golden Funding Corp		12,720
Ing (US) Funding LLC		56
Natexis Banques		138,136
Nationwide Building		861,183
Natixis NY		67,199
Natixis US Finance Co		1,120
Prudential PLC		259,798
Silver Tower US Fund		3,360
Skandin Ens Banken		33,626
Societe Gen No Amer		559,715
Societe Generale NY		7,279
UBS Ag Stamford		561

Total market value of collateral securities		$7,350,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$24,839
Fannie Mae REMICS		1,679,992
Fannie Mae Whole Loan		42,738
Fannie Mae-Aces		3,263
Freddie Mac Reference REMIC		116,411
Freddie Mac REMICS		2,566,630
Government National Mortgage Association		666,127

Total market value of collateral securities		$5,100,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$3,539,899

Total market value of collateral securities		$3,539,899

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 219

Portfolio of Investments (continued) VP – Invesco International Growth Fund

Notes to Portfolio of Investments (continued)


Merrill Lynch Government Securities Income (0.250%)
Security description	Value
Fannie Mae REMICS		$960,321
Freddie Mac REMICS		4,139,688

Total market value of collateral securities		$5,100,009



Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$925,654
Federal Home Loan Mortgage Corp		538,943
Federal National Mortgage Association		599,838
Government National Mortgage Association		8,135,594

Total market value of collateral securities		$10,200,029



Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$7,408
Fannie Mae Pool		6,224,326
Fannie Mae REMICS		642,356
Fannie Mae Whole Loan		17,452
Federal Farm Credit Bank		9,996
Federal Home Loan Banks		259,357
Federal Home Loan Mortgage Corp		39,944
FHLMC Structured Pass Through Securities		37,832
Freddie Mac Gold Pool		3,261,515
Freddie Mac Non Gold Pool		386,993
Freddie Mac REMICS		719,098
Ginnie Mae II Pool		526,557
Government National Mortgage Association		976,717
United States Treasury Note/Bond		2,190,449

Total market value of collateral securities		$15,300,000



Natixis Financial Products, Inc. (0.350%)
Security description	Value
Fannie Mae Interest Strip		$229,450
Fannie Mae Pool		90,581
Fannie Mae REMICS		1,758,691
Freddie Mac Gold Pool		18,448
Freddie Mac Non Gold Pool		23,731
Freddie Mac REMICS		2,049,989
Freddie Mac Strips		170,767
Government National Mortgage Association		21,168
United States Treasury Note/Bond		737,324

Total market value of collateral securities		$5,100,149



Nomura Securities (0.500%)
Security description	Value
Fannie Mae Pool		$2,283,415
Freddie Mac Gold Pool		2,816,585

Total market value of collateral securities		$5,100,000

See accompanying Notes to Financial Statements.

220 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$2,596,530
Fannie Mae REMICS		585,460
Freddie Mac Gold Pool		222,092
Freddie Mac REMICS		772,736
Ginnie Mae I Pool		197,792
Government National Mortgage Association		725,390

Total market value of collateral securities		$5,100,000

Abbreviation Legend


ADR		American Depositary Receipt

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 221

Portfolio of Investments (continued) VP – Invesco International Growth Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

222 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$17,086,159		$275,353,546		$—		$292,439,705
Consumer Staples		10,469,678		205,665,462		—		216,135,140
Energy		79,145,248		91,927,212		—		171,072,460
Financials		37,342,555		117,941,830		—		155,284,385
Health Care		33,194,716		191,362,239		—		224,556,955
Industrials		7,623,065		150,205,174		—		157,828,239
Information Technology		24,551,701		106,529,157		—		131,080,858
Materials		—		49,877,301		—		49,877,301
Telecommunication Services		38,714,486		54,997,634		—		93,712,120
Utilities		—		49,267,525		—		49,267,525

Total Equity Securities		248,127,608		1,293,127,080		—		1,541,254,688

Other
Mutual Fund		7,352,034		—		—		7,352,034
Affiliated Money Market Fund(c)		96,250,809		—		—		96,250,809
Investments of Cash Collateral Received for Securities on Loan		—		131,954,932		—		131,954,932

Total Other		103,602,843		131,954,932		—		235,557,775

Total		$351,730,451		$1,425,082,012		$—		$1,776,812,463


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 223

Portfolio of Investments

VP – J.P. Morgan Core Bond Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


	Coupon			Principal
Issuer	rate			amount		Value

Corporate Bonds & Notes (10.2%)


AEROSPACE & DEFENSE (0.1%)
BAE Systems Holdings, Inc. (a)
08/15/15		5.200	%		$780,000	$831,847
Lockheed Martin Corp. Senior Unsecured
11/15/19		4.250	%		300,000	305,005

Total						1,136,852


AUTOMOTIVE (—%)
Daimler Finance North America LLC
01/15/12		7.300	%		405,000	430,306


BANKING (3.7%)
American Express Co. Senior Unsecured
05/20/14		7.250	%		425,000	484,172
BB&T Corp. Senior Unsecured
07/27/12		3.850	%		1,235,000	1,284,756
04/30/19		6.850	%		400,000	460,796
Subordinated Notes
11/01/19		5.250	%		800,000	828,678
Bank of America Corp. Senior Unsecured
10/14/16		5.625	%		500,000	518,402
Bank of America Corp. (b) Senior Unsecured
07/01/20		5.625	%		2,250,000	2,286,014
Bank of New York Mellon Corp. (The) Senior Unsecured (b)
06/18/15		2.950	%		1,520,000	1,536,503
Barclays Bank PLC (a)(b)
09/21/15		2.500	%		1,600,000	1,563,376
Barclays Bank PLC (b) Senior Unsecured
05/22/19		6.750	%		800,000	903,605
Capital One Bank USA NA Subordinated Notes
07/15/19		8.800	%		1,750,000	2,152,568
Capital One Financial Corp. Senior Unsecured
09/15/17		6.750	%		600,000	691,418
Citigroup, Inc. Senior Unsecured
12/13/13		6.000	%		3,530,000	3,857,355
01/15/15		6.010	%		1,250,000	1,371,282
05/19/15		4.750	%		400,000	418,839
08/15/17		6.000	%		540,000	585,736
11/21/17		6.125	%		900,000	986,297
12/01/25		7.000	%		765,000	808,465
Citigroup, Inc. (b) Senior Unsecured
12/15/15		4.587	%		486,000	506,659
08/09/20		5.375	%		561,000	582,883
Comerica Bank Subordinated Notes
08/22/17		5.200	%		500,000	511,727
Countrywide Financial Corp. Subordinated Notes
05/15/16		6.250	%		1,520,000	1,558,739
Credit Suisse Senior Unsecured
08/13/19		5.300	%		1,000,000	1,056,270
Credit Suisse (b) Senior Unsecured
08/05/20		4.375	%		451,000	442,791
Goldman Sachs Group, Inc. (The) Senior Notes
08/01/15		3.700	%		1,792,000	1,825,890
Senior Unsecured
01/15/15		5.125	%		1,000,000	1,074,384
01/18/18		5.950	%		1,000,000	1,084,883
Goldman Sachs Group, Inc. (The) (b) Senior Notes
06/15/20		6.000	%		381,000	411,733
Senior Unsecured
02/15/19		7.500	%		3,240,000	3,791,635
HSBC Bank PLC (a) Senior Notes
06/28/15		3.500	%		1,321,000	1,348,523
HSBC Bank PLC (a)(b) Senior Notes
08/12/20		4.125	%		622,000	606,935
KeyBank NA Subordinated Notes
11/01/17		5.700	%		817,000	831,993
Macquarie Group Ltd. Senior Unsecured (a)(b)
08/01/14		7.300	%		923,000	1,007,969
Merrill Lynch & Co., Inc. Senior Unsecured
09/30/15		5.300	%		1,200,000	1,238,082
08/28/17		6.400	%		2,049,000	2,166,348
Merrill Lynch & Co., Inc. (b) Senior Unsecured
07/15/18		6.500	%		1,300,000	1,361,714
Morgan Stanley Senior Unsecured
01/09/17		5.450	%		3,300,000	3,422,153
12/28/17		5.950	%		1,200,000	1,269,648
Morgan Stanley (b) Senior Unsecured
07/24/15		4.000	%		567,000	569,940
07/24/20		5.500	%		696,000	703,151
Northern Trust Co. (The) Subordinated Notes
08/15/18		6.500	%		500,000	584,611
PNC Bank NA Subordinated Notes
04/01/18		6.875	%		1,000,000	1,143,059
PNC Funding Corp. (b)
05/19/14		3.000	%		2,015,000	2,051,810
SouthTrust Bank Subordinated Notes
05/15/25		7.690	%		500,000	562,407
Toronto-Dominion Bank (The) (a)
07/29/15		2.200	%		2,500,000	2,467,465
UBS AG Senior Unsecured
01/15/15		3.875	%		1,000,000	1,030,622
04/25/18		5.750	%		100,000	108,673
08/04/20		4.875	%		305,000	309,608
US Bancorp Senior Unsecured (b)
06/14/13		2.000	%		960,000	973,526
Wachovia Bank NA Subordinated Notes
11/15/17		6.000	%		5,300,000	5,880,164
Wachovia Corp. Senior Unsecured
05/01/13		5.500	%		1,875,000	2,040,369
Wachovia Corp. (b) Senior Unsecured
02/01/18		5.750	%		900,000	999,272
Westpac Banking Corp. Senior Unsecured (b)
11/19/19		4.875	%		750,000	788,104

Total						67,052,002


BROKERAGE (0.2%)
BlackRock, Inc. Senior Unsecured
09/15/17		6.250	%		900,000	1,013,123
Charles Schwab Corp. (The) Senior Unsecured
06/01/14		4.950	%		325,000	353,416
Jefferies Group, Inc. Senior Unsecured
11/09/15		3.875	%		375,000	368,589
07/15/19		8.500	%		1,115,000	1,274,870

Total						3,009,998


CHEMICALS (0.2%)
Dow Chemical Co. (The) Senior Unsecured
05/15/19		8.550	%		500,000	626,624
Dow Chemical Co. (The) (b) Senior Unsecured
05/15/18		5.700	%		275,000	297,475
11/15/20		4.250	%		350,000	335,264

See accompanying Notes to Financial Statements.

224 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon			Principal
Issuer	rate			amount		Value

Corporate Bonds & Notes (continued)

CHEMICALS (CONT.)
EI du Pont de Nemours & Co. Senior Unsecured
07/15/13		5.000	%		$130,000	$142,190
PPG Industries, Inc. Senior Unsecured
08/15/19		7.400	%		278,000	322,837
Potash Corp. of Saskatchewan, Inc. Senior Unsecured
05/15/19		6.500	%		450,000	519,123
Praxair, Inc. Senior Unsecured
03/31/14		4.375	%		450,000	480,744
03/15/17		5.200	%		740,000	815,358

Total						3,539,615


CONSTRUCTION MACHINERY (0.1%)
Caterpillar, Inc. Senior Unsecured
12/15/18		7.900	%		1,000,000	1,287,060


CONSUMER PRODUCTS (—%)
Koninklijke Philips Electronics NV Senior Unsecured
06/01/26		7.200	%		175,000	209,061
Newell Rubbermaid, Inc. Senior Unsecured
08/15/20		4.700	%		405,000	401,740

Total						610,801


DIVERSIFIED MANUFACTURING (—%)
Siemens Financieringsmaatschappij NV (a)
08/17/26		6.125	%		385,000	434,632


ELECTRIC (0.7%)
American Water Capital Corp. Senior Unsecured
10/15/17		6.085	%		250,000	280,448
10/15/37		6.593	%		300,000	320,599
Carolina Power & Light Co. 1st Mortgage
09/15/13		5.125	%		461,000	505,664
Cleveland Electric Illuminating Co. (The) 1st Mortgage
11/15/18		8.875	%		300,000	381,431
Dominion Resources, Inc. Senior Unsecured
11/30/17		6.000	%		500,000	566,121
Duke Energy Carolinas LLC 1st Mortgage
06/15/20		4.300	%		156,000	161,423
1st Refunding Mortgage
01/15/18		5.250	%		630,000	696,503
Duke Energy Indiana, Inc. 1st Mortgage
07/15/20		3.750	%		772,000	753,656
Exelon Generation Co. LLC Senior Unsecured
10/01/20		4.000	%		750,000	701,878
Georgia Power Co. Senior Unsecured
09/01/40		4.750	%		70,000	64,852
Indiana Michigan Power Co. Senior Unsecured
03/15/19		7.000	%		420,000	495,773
KCP&L Greater Missouri Operations Co. Senior Unsecured (c)
07/01/12		11.875	%		500,000	567,153
National Rural Utilities Cooperative Finance Corp.
11/01/18		10.375	%		550,000	758,683
Nevada Power Co.
09/15/40		5.375	%		67,000	65,456
Nisource Finance Corp.
01/15/19		6.800	%		377,000	436,189
Nisource Finance Corp. (b)(d)(e)
03/15/16		10.750	%		—	—
Oncor Electric Delivery Co. LLC Senior Secured (b)
09/01/18		6.800	%		235,000	275,084
PSEG Power LLC
12/01/15		5.500	%		212,000	232,661
09/15/16		5.320	%		800,000	874,131
PacifiCorp 1st Mortgage
07/15/18		5.650	%		1,500,000	1,716,804
10/15/37		6.250	%		200,000	226,270
Potomac Electric Power Co. 1st Mortgage
12/15/38		7.900	%		160,000	212,974
Public Service Company of Colorado 1st Mortgage (b)
11/15/20		3.200	%		240,000	225,931
Public Service Electric & Gas Co. 1st Mortgage
05/01/15		2.700	%		400,000	403,562
Southern California Edison Co. 1st Refunding Mortgage
02/01/38		5.950	%		210,000	231,073
Southwestern Public Service Co. Senior Unsecured
12/01/18		8.750	%		344,000	431,126
Xcel Energy, Inc. Senior Unsecured
05/15/20		4.700	%		98,000	100,891

Total						11,686,336


ENTERTAINMENT (0.2%)
CBS Corp. (b)
07/30/30		7.875	%		545,000	643,473
Time Warner Entertainment Co. LP
07/15/33		8.375	%		260,000	328,114
Time Warner, Inc.
04/15/31		7.625	%		450,000	547,057
05/01/32		7.700	%		690,000	842,277
Viacom, Inc. Senior Unsecured
04/30/16		6.250	%		500,000	569,015
Walt Disney Co. (The) Senior Unsecured
12/15/17		5.875	%		500,000	578,404

Total						3,508,340


ENVIRONMENTAL (—%)
Waste Management, Inc.
06/30/20		4.750	%		450,000	461,399


FOOD AND BEVERAGE (0.4%)
Anheuser-Busch Companies, Inc.
01/15/31		6.800	%		640,000	730,072
Anheuser-Busch InBev Worldwide, Inc. (a)
01/15/19		7.750	%		525,000	653,283
Bunge Ltd. Finance Corp.
06/15/19		8.500	%		700,000	820,768
Cargill, Inc. (a) Senior Unsecured
11/27/17		6.000	%		170,000	192,367
11/01/36		7.250	%		300,000	355,558
Diageo Investment Corp.
08/15/11		9.000	%		500,000	525,467
General Mills, Inc. Senior Unsecured
02/15/19		5.650	%		140,000	155,856
Kraft Foods, Inc. Senior Unsecured
08/11/17		6.500	%		1,675,000	1,948,726
08/23/18		6.125	%		400,000	457,359
08/11/37		7.000	%		405,000	474,137
02/01/38		6.875	%		200,000	232,212
PepsiCo, Inc. Senior Unsecured
03/01/14		3.750	%		800,000	846,633
PepsiCo, Inc. (b) Senior Unsecured
11/01/18		7.900	%		133,000	171,119

Total						7,563,557


GAS DISTRIBUTORS (—%)
San Diego Gas & Electric Co. 1st Mortgage
05/15/40		5.350	%		21,000	21,467
Sempra Energy Senior Unsecured
06/15/18		6.150	%		370,000	423,254
Sempra Energy (b) Senior Unsecured
02/15/19		9.800	%		280,000	376,420

Total						821,141


GAS PIPELINES (0.1%)
Spectra Energy Capital LLC Senior Unsecured (b)
10/01/19		8.000	%		745,000	907,601

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 225

Portfolio of Investments (continued) VP – J.P. Morgan Core Bond Fund


	Coupon			Principal
Issuer	rate			amount		Value

Corporate Bonds & Notes (continued)

GAS PIPELINES (CONT.)
TransCanada PipeLines Ltd. Senior Unsecured
10/15/37		6.200	%		$500,000	$548,625
TransCanada PipeLines Ltd. (b) Senior Unsecured
01/15/19		7.125	%		677,000	828,699

Total						2,284,925


INDEPENDENT ENERGY (0.1%)
Alberta Energy Co., Ltd. Senior Unsecured
11/01/31		7.375	%		500,000	574,473
Talisman Energy, Inc. Senior Unsecured
06/01/19		7.750	%		435,000	537,030

Total						1,111,503


INTEGRATED ENERGY (0.4%)
BP Capital Markets PLC (b)
03/10/15		3.875	%		1,450,000	1,495,660
ConocoPhillips Senior Unsecured
07/15/18		6.650	%		605,000	726,529
03/30/29		7.000	%		475,000	576,153
Shell International Finance BV
09/22/19		4.300	%		1,000,000	1,042,555
12/15/38		6.375	%		480,000	568,910
Shell International Finance BV (b)
03/25/20		4.375	%		400,000	419,543
Suncor Energy, Inc. Senior Unsecured
06/01/18		6.100	%		770,000	885,334
Tosco Corp. Senior Unsecured
02/15/30		8.125	%		775,000	1,003,823
Total Capital SA
03/15/16		2.300	%		1,170,000	1,142,933

Total						7,861,440


LIFE INSURANCE (0.5%)
Aflac, Inc. Senior Unsecured
08/15/40		6.450	%		267,000	273,456
Jackson National Life Global Funding Senior Secured (a)
05/08/13		5.375	%		1,425,000	1,528,563
MassMutual Global Funding II (a) Senior Notes
09/28/15		2.300	%		290,000	283,492
Senior Secured
07/16/12		3.625	%		770,000	797,993
Metropolitan Life Global Funding I (a) Senior Secured
01/11/13		2.500	%		1,000,000	1,021,840
06/10/14		5.125	%		1,450,000	1,577,232
New York Life Global Funding Senior Secured (a)
05/04/15		3.000	%		1,830,000	1,867,987
Pacific Life Global Funding Senior Secured (a)
04/15/13		5.150	%		700,000	750,206
Principal Life Income Funding Trusts Senior Secured
12/14/12		5.300	%		1,270,000	1,366,252

Total						9,467,021


MEDIA CABLE (0.3%)
Comcast Cable Communications Holdings, Inc.
11/15/22		9.455	%		1,165,000	1,611,872
Comcast Cable Communications LLC
05/01/17		8.875	%		753,000	940,773
Comcast Corp.
11/15/35		6.500	%		670,000	720,096
Time Warner Cable, Inc.
02/14/14		8.250	%		830,000	963,430
07/01/18		6.750	%		865,000	1,008,312
02/14/19		8.750	%		300,000	381,740

Total						5,626,223


MEDIA NON-CABLE (0.1%)
News America Holdings, Inc.
10/30/25		7.700	%		400,000	458,596
News America, Inc.
05/18/18		7.250	%		375,000	452,446
04/30/28		7.300	%		350,000	394,748
12/15/34		6.200	%		450,000	472,493
Thomson Reuters Corp.
07/15/18		6.500	%		725,000	845,238

Total						2,623,521


METALS (0.1%)
BHP Billiton Finance USA Ltd. (b)
04/01/14		5.500	%		400,000	442,652
Nucor Corp. Senior Unsecured (b)
12/01/37		6.400	%		250,000	289,964
Rio Tinto Finance USA Ltd.
05/01/14		8.950	%		495,000	599,306
Rio Tinto Finance USA Ltd. (b)
11/02/20		3.500	%		300,000	284,781

Total						1,616,703


NON CAPTIVE-CONSUMER (0.1%)
HSBD Finance Corp. Senior Unsecured
01/19/16		5.500	%		1,090,000	1,184,087


NON-CAPTIVE DIVERSIFIED (0.7%)
General Electric Capital Corp. Senior Unsecured
05/01/18		5.625	%		5,000,000	5,452,570
General Electric Capital Corp. (b)
09/15/17		5.625	%		3,400,000	3,728,100
Senior Unsecured
08/07/19		6.000	%		2,400,000	2,670,218
General Electric Capital Corp. (b)(c) Senior Unsecured
02/15/17		0.456	%		1,250,000	1,137,029

Total						12,987,917


OIL FIELD SERVICES (0.1%)
Transocean, Inc.
11/15/20		6.500	%		810,000	859,992


OTHER FINANCIAL INSTITUTIONS (0.2%)
CME Group, Inc. Senior Unsecured
02/15/14		5.750	%		326,000	360,963
Nomura Holdings, Inc. Senior Unsecured
03/04/15		5.000	%		1,000,000	1,042,591
Nomura Holdings, Inc. (b) Senior Unsecured
03/04/20		6.700	%		400,000	428,117
Verizon Global Funding Corp. Senior Unsecured (b)
12/01/30		7.750	%		1,530,000	1,898,052

Total						3,729,723


OTHER UTILITY (—%)
GTE Corp.
04/15/18		6.840	%		320,000	362,758


PHARMACEUTICALS (0.1%)
Wyeth
02/01/14		5.500	%		1,200,000	1,334,050


PROPERTY & CASUALTY (0.4%)
ACE INA Holdings, Inc.
05/15/15		5.600	%		630,000	694,202
Allstate Life Global Funding Trusts Senior Secured
04/30/13		5.375	%		1,050,000	1,143,408
Berkshire Hathaway Finance Corp.
12/15/15		2.450	%		333,000	330,957
05/15/18		5.400	%		2,200,000	2,413,538
Berkshire Hathaway Finance Corp. (b)
01/15/40		5.750	%		385,000	404,585
CNA Financial Corp. Senior Unsecured
12/15/14		5.850	%		615,000	648,860
Travelers Property Casualty Corp.
04/15/26		7.750	%		605,000	743,038

Total						6,378,588


RAILROADS (0.2%)
CSX Corp. Senior Unsecured
02/01/19		7.375	%		815,000	983,082
Norfolk Southern Corp. Senior Unsecured
05/17/29		5.640	%		230,000	240,473

See accompanying Notes to Financial Statements.

226 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon			Principal
Issuer	rate			amount		Value

Corporate Bonds & Notes (continued)
RAILROADS (CONT.)
Union Pacific Corp. Senior Unsecured
01/31/13		5.450	%		$650,000	$702,105
02/01/16		7.000	%		380,000	447,525
11/15/17		5.750	%		250,000	280,702

Total						2,653,887


REITS (0.1%)
Simon Property Group LP Senior Unsecured
05/30/18		6.125	%		900,000	1,011,552
Simon Property Group LP (b) Senior Unsecured
02/01/15		4.200	%		1,000,000	1,045,630

Total						2,057,182


RETAILERS (—%)
CVS Caremark Corp. Senior Unsecured
09/15/39		6.125	%		430,000	459,437
Staples, Inc.
01/15/14		9.750	%		100,000	121,185
Target Corp. Senior Unsecured
01/15/38		7.000	%		225,000	275,835

Total						856,457


TECHNOLOGY (0.5%)
Arrow Electronics, Inc. Senior Unsecured
04/01/20		6.000	%		760,000	776,118
Cisco Systems, Inc. Senior Unsecured (b)
01/15/40		5.500	%		500,000	522,337
Dell, Inc. Senior Unsecured
04/15/28		7.100	%		390,000	437,049
Dell, Inc. (b) Senior Unsecured
09/10/15		2.300	%		853,000	831,476
HP Enterprise Services LLC Senior Unsecured
10/15/29		7.450	%		300,000	385,355
Hewlett-Packard Co. Senior Unsecured
03/01/14		6.125	%		750,000	849,317
IBM Corp. Senior Unsecured (b)
11/29/32		5.875	%		500,000	563,543
International Business Machines Corp. Senior Unsecured
08/01/27		6.220	%		655,000	756,357
Intuit, Inc. Senior Unsecured
03/15/17		5.750	%		450,000	490,588
Microsoft Corp. (b) Senior Notes
10/01/40		4.500	%		518,000	484,931
Senior Unsecured
09/25/15		1.625	%		360,000	351,082
Oracle Corp. (a) Senior Notes
07/15/40		5.375	%		155,000	156,646
Oracle Corp. (b) Senior Unsecured
04/15/38		6.500	%		280,000	326,346
Pitney Bowes, Inc. Senior Unsecured
08/15/14		4.875	%		882,000	928,920
03/15/18		5.600	%		150,000	155,059
Xerox Corp. Senior Unsecured
02/01/17		6.750	%		500,000	577,742

Total						8,592,866


TRANSPORTATION SERVICES (—%)
United Parcel Service of America, Inc. Senior Unsecured (c)
04/01/30		8.375	%		225,000	288,651


WIRELINES (0.6%)
AT&T Corp.
11/15/31		8.000	%		54,000	67,872
AT&T, Inc. Senior Unsecured
01/15/38		6.300	%		750,000	792,022
05/15/38		6.400	%		775,000	829,066
AT&T, Inc. (a) Senior Unsecured
09/01/40		5.350	%		1,821,000	1,702,258
AT&T, Inc. (b) Senior Unsecured
02/15/19		5.800	%		1,000,000	1,125,580
Deutsche Telekom International Finance BV
08/20/18		6.750	%		525,000	620,826
Telecom Italia Capital SA
06/04/18		6.999	%		700,000	741,179
Telecom Italia Capital SA (b)
09/30/14		4.950	%		300,000	307,363
Verizon Communications, Inc. Senior Unsecured
02/15/16		5.550	%		1,500,000	1,681,384
02/15/18		5.500	%		250,000	274,736
02/15/38		6.400	%		180,000	199,113
Verizon Communications, Inc. (b) Senior Unsecured
11/01/18		8.750	%		1,409,000	1,839,895

Total						10,181,294


Total Corporate Bonds & Notes
(Cost: $182,531,173)						$183,600,827


Residential Mortgage-Backed Securities — Agency (37.9%)

Federal Home Loan Mortgage Corp. (c)(f) CMO IO STRIPS Series 239 Class S30
08/15/36		1.000	%		8,565,522	1,349,554
CMO IO Series 3385 Class SN
11/15/37		13.510	%		3,165,945	336,197
CMO IO Series 3451 Class SA
05/15/38		16.060	%		5,636,770	500,923
CMO IO Series 3531 Class SM
05/15/39		1.820	%		4,904,315	527,492
CMO IO Series 3608 Class SC
12/15/39		3.910	%		7,148,444	836,440
CMO IO Series 3688 Class NI
04/15/32		1.000	%		4,742,846	571,246
CMO IO Series 3714 Class IP
08/15/40		7.891	%		3,946,210	565,990
CMO IO Series 3739 Class LI
03/15/34		7.127	%		6,943,145	882,521
CMO IO Series 3740 Class SB
10/15/40		6.280	%		2,992,522	489,259
CMO IO Series 3740 Class SC
10/15/40		3.660	%		4,987,476	704,358
CMO PO Series 2587 Class CO
03/15/32		3.870	%		1,112,765	1,057,437
CMO PO Series 2725 Class OP
10/15/33		4.370	%		1,080,390	964,881
CMO PO Series 2777 Class KO
02/15/33		2.440	%		2,000,000	1,853,970
CMO PO Series 3100 Class PO
01/15/36		4.863	%		1,678,248	1,392,101
CMO PO Series 3347 Class PO
07/15/37		22.590	%		34,892	34,586
CMO PO Series 3510 Class OD
02/15/37		6.134	%		1,518,525	1,274,019
CMO PO Series 3607 Class AO
04/15/36		7.770	%		1,300,000	980,895
CMO PO Series 3607 Class EO
02/15/33		4.530	%		1,020,460	915,805
CMO PO Series 3607 Class TO
10/15/39		5.250	%		1,592,916	1,387,933
CMO Series 3102 Class FB
01/15/36		0.560	%		1,224,024	1,224,005
CMO Series 3229 Class AF
08/15/23		0.510	%		1,937,856	1,937,992
CMO Series 3523 Class SD
06/15/36		18.947	%		846,923	1,008,128
CMO Series 3549 Class FA
07/15/39		1.460	%		1,733,983	1,771,580
CMO Series 3688 Class CU
07/01/40		6.817	%		2,651,839	2,838,659
CMO Series 3688 Class GT
11/15/46		7.158	%		2,376,087	2,632,784
Federal Home Loan Mortgage Corp. (f)
05/01/36-08/01/40		5.000	%		12,141,769	12,752,243
04/01/32-05/01/38		5.500	%		21,300,701	22,720,269

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 227

Portfolio of Investments (continued) VP – J.P. Morgan Core Bond Fund


	Coupon			Principal
Issuer	rate			amount		Value

Residential Mortgage-Backed Securities — Agency (continued)
09/01/21-09/01/37		6.000	%		$32,799,734	$35,617,493
11/01/22-10/17/38		6.500	%		10,663,530	11,893,554
09/01/37-05/01/38		7.500	%		1,381,574	1,514,970
CMO Series 2127 Class PG
02/15/29		6.250	%		1,746,999	1,915,357
CMO Series 2165 Class PE
06/15/29		6.000	%		900,749	994,151
CMO Series 2326 Class ZQ
06/15/31		6.500	%		3,318,834	3,650,734
CMO Series 2399 Class TH
01/15/32		6.500	%		1,724,813	1,899,049
CMO Series 2517 Class Z
10/15/32		5.500	%		2,986,235	3,165,047
CMO Series 2545 Class HG
12/15/32		5.500	%		2,322,006	2,526,014
CMO Series 2557 Class HL
01/15/33		5.300	%		1,630,047	1,725,423
CMO Series 2568 Class KG
02/15/23		5.500	%		4,000,000	4,354,398
CMO Series 2586 Class TG
03/15/23		5.500	%		3,000,000	3,254,071
CMO Series 2594 Class DJ
10/15/30		4.250	%		793,788	813,765
CMO Series 2684 Class PD
03/15/29		5.000	%		1,299,000	1,326,567
CMO Series 2752 Class EZ
02/15/34		5.500	%		2,909,909	3,118,112
CMO Series 2764 Class UE
10/15/32		5.000	%		1,250,000	1,339,026
CMO Series 2764 Class ZG
03/15/34		5.500	%		2,172,475	2,344,675
CMO Series 2802 Class VG
07/15/23		5.500	%		2,500,000	2,730,146
CMO Series 2825 Class VQ
07/15/26		5.500	%		2,000,000	2,184,082
CMO Series 2986 Class CH
06/15/25		5.000	%		4,000,000	4,296,036
CMO Series 3075 Class PD
01/15/35		5.500	%		1,250,000	1,365,641
CMO Series 3101 Class UZ
01/15/36		6.000	%		2,013,209	2,233,237
CMO Series 3107 Class BN
02/15/36		5.750	%		1,944,615	1,986,772
CMO Series 3123 Class AZ
03/15/36		6.000	%		2,856,959	3,232,162
CMO Series 3143 Class BC
02/15/36		5.500	%		2,500,000	2,683,110
CMO Series 3151 Class PD
11/15/34		6.000	%		1,250,000	1,366,912
CMO Series 3171 Class MG
08/15/34		6.000	%		3,900,000	4,381,324
CMO Series 3195 Class PD
07/15/36		6.500	%		3,000,000	3,355,264
CMO Series 3200 Class AY
08/15/36		5.500	%		2,500,000	2,687,285
CMO Series 3213 Class JE
09/15/36		6.000	%		4,000,000	4,361,618
CMO Series 3218 Class BE
09/15/35		6.000	%		2,000,000	2,206,281
CMO Series 3229 Class HE
10/15/26		5.000	%		2,216,000	2,314,202
CMO Series 3266 Class D
01/15/22		5.000	%		4,850,000	5,255,266
CMO Series 3334 Class MC
04/15/33		5.000	%		1,000,000	1,036,969
CMO Series 3453 Class B
05/15/38		5.500	%		1,650,000	1,774,781
CMO Series 3461 Class Z
06/15/38		6.000	%		3,484,200	3,824,369
CMO Series 3501 Class CB
01/15/39		5.500	%		1,500,000	1,613,438
CMO Series 3666 Class VA
12/15/22		5.500	%		2,901,445	3,187,531
CMO Series 3680 Class MA
07/15/39		4.500	%		4,921,056	5,181,790
CMO Series 3682 Class BH
08/15/36		5.500	%		2,800,000	3,034,991
CMO Series 3687 Class MA
02/15/37		4.500	%		3,437,814	3,641,987
CMO Series 3704 Class CT
12/15/36		7.000	%		4,724,888	5,298,139
CMO Series 3704 Class DT
11/15/36		7.500	%		4,862,446	5,522,045
CMO Series 3704 Class ET
12/15/36		7.500	%		3,850,693	4,380,359
CMO Series 3707 Class B
08/15/25		4.500	%		2,027,855	1,999,674
CMO Series R004 Class VG
08/15/21		6.000	%		1,400,000	1,534,641
CMO Series R007 Class ZA
05/15/36		6.000	%		4,409,988	4,840,670
Structured Pass-Through Securities
CMO Series T-56 Class A5
05/25/43		5.231	%		2,645,439	2,784,998
Federal Home Loan Mortgage Corp. (f)(g)
02/01/24		5.500	%		2,701,211	2,898,315
Federal National Mortgage Association (c)(f)
03/01/36		3.213	%		2,339,583	2,446,689
CMO IO Series 1996-4 Class SA
02/25/24		12.800	%		557,407	119,983
CMO IO Series 2005-18 Class SK
03/25/35		7.950	%		12,654,742	1,153,343
CMO IO Series 2006-117 Class GS
12/25/36		14.390	%		3,558,888	462,998
CMO IO Series 2006-94 Class GI
10/25/26		11.350	%		4,489,456	621,343
CMO IO Series 2007-109 Class PI
12/25/37		15.010	%		6,247,411	692,386
CMO IO Series 2007-65 Class KI
07/25/37		11.150	%		5,176,108	603,261
CMO IO Series 2007-72 Class EK
07/25/37		9.400	%		6,852,316	1,018,948
CMO IO Series 2007-72 Class EK
07/25/37		10.180	%		4,568,210	679,298
CMO IO Series 2007-W7 Class 2A2
07/25/37		43.446	%		5,263,543	594,761
CMO IO Series 2009-112 Class ST
01/25/40		2.690	%		5,748,273	666,421
CMO IO Series 2009-17 Class QS
03/25/39		9.870	%		3,472,824	463,547
CMO IO Series 2009-37 Class KI
06/25/39		5.610	%		12,033,001	1,556,133
CMO IO Series 2009-68 Class SA
09/25/39		13.500	%		5,647,040	736,162
CMO IO Series 2009-71 Class BI
08/25/24		8.249	%		1,909,598	191,386
CMO IO Series 2009-86 Class IP
10/25/39		1.000	%		2,545,530	436,945
CMO IO Series 2009-86 Class UI
10/25/14		1.000	%		6,013,341	424,803
CMO IO Series 2010-125 Class SA
11/25/40		1.000	%		8,934,218	781,502
CMO IO Series 2010-155 Class KI
01/25/21		0.000	%		7,083,540	690,645
CMO IO Series 2010-35 Class SB
04/25/40		11.520	%		4,961,674	600,838
CMO IO Series 2010-42 Class S
05/25/40		1.000	%		5,279,894	682,561
CMO IO Series 2010-68 Class SA
07/25/40		1.010	%		7,753,757	777,758
CMO PO Series 2000-18 Class EC
10/25/23		3.280	%		451,562	393,612
CMO PO Series 2003-128 Class NO
01/25/19		4.073	%		1,381,914	1,260,036
CMO PO Series 2003-23 Class QO
01/25/32		2.540	%		697,557	649,687
CMO PO Series 2004-46 Class EP
03/25/34		3.430	%		1,145,956	1,001,141
CMO PO Series 2006-113 Class PO
07/25/36		2.200	%		849,192	758,087
CMO PO Series 2006-59 Class CO
08/25/35		3.370	%		244,066	231,280
CMO PO Series 2006-60 Class DO
04/25/35		4.500	%		1,533,271	1,418,768
CMO PO Series 2006-86 Class OB
09/25/36		3.670	%		2,165,564	1,864,919
CMO PO Series 2009-113 Class AO
01/25/40		3.430	%		1,371,197	1,190,163
CMO PO Series 2009-69 Class PO
09/25/39		4.650	%		892,473	789,452
CMO PO Series 2009-86 Class OT
10/25/37		6.460	%		2,571,513	2,096,144
CMO PO Series 2010-39 Class OT
10/25/35		5.610	%		1,222,853	1,069,812
CMO PO Series 2010-68 Class CO
07/25/40		1.000	%		1,828,191	1,604,503

See accompanying Notes to Financial Statements.

228 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon			Principal
Issuer	rate			amount		Value

Residential Mortgage-Backed Securities — Agency (continued)
CMO PO Series 293 Class 1
12/01/24		5.040	%		$1,274,753	$1,083,886
CMO PO Series 3077 Class TO
04/15/35		4.515	%		1,210,224	1,026,294
CMO PO Series 3151 Class PO
05/15/36		5.411	%		1,283,531	1,058,497
CMO Series 2003-129 Class FD
01/25/24		0.761	%		1,866,086	1,884,564
CMO Series 2003-W8 Class 3F1
05/25/42		0.661	%		978,684	970,465
CMO Series 2004-36 Class FA
05/25/34		0.661	%		1,364,287	1,367,325
CMO Series 2005-74 Class SK
05/25/35		19.413	%		966,523	1,312,666
CMO Series 2007-101 Class A2
06/27/36		0.511	%		5,425,896	5,398,225
CMO Series 2007-108 Class AN
11/25/37		8.709	%		1,508,074	1,873,782
CMO Series 2010-28 Class BS
04/25/40		11.001	%		760,448	754,972
CMO Series 2010-35 Class SJ
04/25/40		13.767	%		1,000,000	1,180,548
CMO Series 2010-49 Class SC
03/25/40		12.139	%		2,381,235	2,700,157
Federal National Mortgage Association (f)
04/01/20		4.000	%		1,487,609	1,524,102
10/01/19-08/01/40		5.000	%		15,896,081	16,780,565
09/01/33-10/01/39		5.500	%		61,150,481	65,637,929
06/01/37		5.832	%		1,294,901	1,408,152
10/01/19-11/01/48		6.000	%		57,219,087	62,250,435
02/01/24-02/01/39		6.500	%		33,243,938	37,079,311
04/01/37-01/01/39		7.000	%		10,609,037	12,027,518
05/01/22-08/01/37		7.500	%		2,969,107	3,361,722
CMO Series 2001-60 Class PX
11/25/31		6.000	%		2,400,000	2,654,965
CMO Series 2002-50 Class ZA
05/25/31		6.000	%		9,499,784	10,461,201
CMO Series 2002-78 Class Z
12/25/32		5.500	%		3,895,641	4,249,704
CMO Series 2003-88 Class WA
09/25/18		4.500	%		2,058,330	2,178,292
CMO Series 2003-91 Class BL
02/25/29		5.000	%		395,113	396,575
CMO Series 2004-65 Class LT
08/25/24		4.500	%		1,883,683	1,981,925
CMO Series 2004-W10 Class A6
08/25/34		5.750	%		3,000,000	3,239,531
CMO Series 2005-118 Class PN
01/25/32		6.000	%		4,000,000	4,380,790
CMO Series 2005-67 Class EY
08/25/25		5.500	%		1,500,000	1,646,381
CMO Series 2006-16 Class HZ
03/25/36		5.500	%		9,777,942	10,498,602
CMO Series 2006-74 Class DV
08/25/23		6.500	%		1,825,000	1,973,168
CMO Series 2006-W3 Class 2A
09/25/46		6.000	%		1,465,581	1,597,145
CMO Series 2007-104 Class ZE
08/25/37		6.000	%		1,813,016	1,956,291
CMO Series 2007-116 Class PB
08/25/35		5.500	%		1,200,000	1,315,401
CMO Series 2007-42 Class B
05/25/37		6.000	%		2,000,000	2,204,375
CMO Series 2007-76 Class PD
03/25/36		6.000	%		2,000,000	2,219,156
CMO Series 2007-76 Class ZG
08/25/37		6.000	%		3,680,695	3,924,881
CMO Series 2007-84 Class PE
05/25/34		6.000	%		2,000,000	2,138,546
CMO Series 2008-68 Class VB
03/25/27		6.000	%		4,365,000	4,804,102
CMO Series 2008-80 Class GP
09/25/38		6.250	%		1,452,400	1,600,820
CMO Series 2009-59 Class HB
08/25/39		5.000	%		1,670,154	1,737,561
CMO Series 2009-79 Class UA
03/25/38		7.000	%		1,223,901	1,360,758
CMO Series 2009-W1 Class A
12/25/49		6.000	%		7,875,299	8,677,596
CMO Series 2010-111 Class AE
04/25/38		5.500	%		13,617,511	14,649,563
CMO Series 2010-111 Class AM
10/25/40		5.500	%		3,000,000	3,210,585
CMO Series 2010-133 Class A
05/25/38		5.500	%		8,909,999	9,618,028
CMO Series 2010-148 Class MA
02/25/39		4.000	%		3,000,000	3,126,365
CMO Series 2010-47 Class AV
05/25/21		5.000	%		4,767,097	5,138,994
CMO Series 2010-61 Class WA
06/25/40		5.950	%		852,285	917,112
CMO Series 2010-83 Class DN
12/25/20		4.500	%		2,910,053	3,063,145
CMO Series 2010-9 Class PC
10/25/39		4.500	%		2,500,000	2,636,757
Government National Mortgage Association (c)(f) CMO IO Series 2005-3 Class SE
01/20/35		21.220	%		4,274,427	524,064
CMO IO Series 2007-26 Class SW
05/20/37		21.430	%		8,828,834	921,764
CMO IO Series 2008-62 Class SA
07/20/38		30.480	%		4,406,813	499,925
CMO IO Series 2008-95 Class DS
12/20/38		20.328	%		6,162,725	800,717
CMO IO Series 2009-102 Class SM
06/16/39		22.120	%		8,323,949	917,543
CMO IO Series 2009-106 Class ST
02/20/38		19.380	%		7,273,174	865,903
CMO IO Series 2009-64 Class SN
07/16/39		20.070	%		6,855,182	743,267
CMO IO Series 2009-67 Class SA
08/16/39		17.420	%		4,398,566	500,567
CMO IO Series 2009-83 Class TS
08/20/39		24.680	%		8,312,026	832,084
CMO IO Series 2010-107 Class IL
07/20/39		1.000	%		1,898,492	618,114
CMO PO Series 2010-14 Class AO
06/16/33		2.090	%		735,649	709,640
CMO PO Series 2010-14 Class AO
12/20/32		3.570	%		1,372,646	1,255,785
Government National Mortgage Association (f)
09/15/22		5.000	%		2,089,402	2,226,327
09/20/38-12/20/38		7.000	%		1,631,095	1,809,341
CMO Series 1998-11 Class Z
04/20/28		6.500	%		1,029,548	1,136,115
CMO Series 1999-16 Class Z
05/16/29		6.500	%		910,894	1,009,946
CMO Series 2002-47 Class PG
07/16/32		6.500	%		1,012,856	1,171,432
CMO Series 2003-25 Class PZ
04/20/33		5.500	%		4,569,097	4,940,015
CMO Series 2003-75 Class ZX
09/16/33		6.000	%		3,086,579	3,449,448
CMO Series 2005-26 Class XY
03/20/35		5.500	%		1,321,000	1,423,502
CMO Series 2005-72 Class AZ
09/20/35		5.500	%		1,333,878	1,411,971
CMO Series 2006-17 Class JN
04/20/36		6.000	%		2,451,493	2,685,441
CMO Series 2006-33 Class NA
01/20/36		5.000	%		3,000,000	3,199,943
CMO Series 2006-69 Class MB
12/20/36		5.500	%		3,500,000	3,715,853
CMO Series 2007-6 Class LD
03/20/36		5.500	%		1,500,000	1,638,144
CMO Series 2007-70 Class TA
08/20/36		5.750	%		2,000,000	2,166,641
CMO Series 2008-23 Class PH
03/20/38		5.000	%		2,399,577	2,487,771
CMO Series 2009-104 Class AB
08/16/39		7.000	%		2,848,146	3,235,478
CMO Series 2009-2 Class PA
12/20/38		5.000	%		2,191,915	2,288,083
CMO Series 2009-44 Class VA
05/16/20		5.500	%		3,133,013	3,407,654
CMO Series 2009-89 Class VA
07/20/20		5.000	%		2,744,831	2,972,470
CMO Series 2010-130 Class CP
10/16/40		7.000	%		3,844,681	4,323,292

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 229

Portfolio of Investments (continued) VP – J.P. Morgan Core Bond Fund


	Coupon			Principal
Issuer	rate			amount		Value

Residential Mortgage-Backed Securities — Agency (continued)
CMO Series 2010-14 Class QP
12/20/39		6.000	%		$3,728,770	$4,051,456


Total Residential Mortgage-Backed Securities — Agency
(Cost: $677,452,358)						$679,066,149


Residential Mortgage-Backed Securities — Non-Agency (7.2%)

ASG Resecuritization Trust (a)(c)(f) CMO Series 2009-3 Class A65
03/26/37		5.385	%		$3,096,329	$3,104,522
CMO Series 2010-3 Class 2A22
10/28/36		0.463	%		1,666,565	1,638,011
CMO Series 2010-4 Class 2A20
11/28/36		0.412	%		1,191,496	1,167,666
American General Mortgage Loan Trust (a)(f)
CMO Series 2009-1 Class A4
09/25/48		5.750	%		2,200,000	2,235,697
CMO Series 2009-1 Class A5
09/25/48		5.750	%		1,450,000	1,463,255
CMO Series 2009-1 Class A7
09/25/48		5.750	%		2,550,000	2,574,284
CMO Series 2010-1A Class A1
03/25/58		5.150	%		1,478,538	1,512,675
BCAP LLC Trust (a)(c)(f)
CMO Series 2010-RR6 Class 22A3
06/26/36		5.334	%		1,305,392	1,354,202
CMO Series 2010-RR7 Class 15A1
01/26/36		1.061	%		1,216,926	1,132,540
CMO Series 2010-RR7 Class 16A1
02/26/47		1.028	%		1,238,313	1,203,889
CMO Series 2010-RR7 Class 1A5
04/26/35		5.024	%		2,037,984	2,092,145
CMO Series 2010-RR7 Class 2A1
07/26/45		5.099	%		2,732,420	2,766,656
CMO Series 2010-RR8 Class 3A3
05/26/35		5.095	%		864,359	883,525
BCAP LLC Trust (a)(f)
CMO Series 2010-RR6 Class 5A1
11/26/37		5.500	%		1,183,516	1,195,789
Banc of America Alternative Loan Trust CMO Series 2004-1 Class 1A1 (f)
02/25/34		6.000	%		1,169,033	1,219,178
Banc of America Funding Corp. (a)(c)(f)
CMO Series 2010-R4 Class 5A1
07/26/36		0.411	%		591,048	571,844
Banc of America Funding Corp. (f)
CMO Series 2004-3 Class 1A1
10/25/34		5.500	%		868,274	872,819
Banc of America Mortgage Securities, Inc. (c)(f)
CMO Series 2004-C Class 2A2
04/25/34		3.013	%		709,051	706,222
Banc of America Mortgage Securities, Inc. (f)
CMO Series 2003-3 Class 1A7
05/25/33		5.500	%		1,700,000	1,732,511
CMO Series 2004-3 Class 1A26
04/25/34		5.500	%		2,200,000	2,243,661
Bear Stearns Adjustable Rate Mortgage Trust CMO Series 2003-4 Class 3A1 (c)(f)
07/25/33		5.001	%		437,405	433,983
Bear Stearns Alt-A Trust CMO Series 2005-2 Class 1A1 (c)(f)
03/25/35		0.761	%		823,688	697,268
Chase Mortgage Finance Corp. (c)(f)
CMO Series 2007-A1 Class 2A1
02/25/37		2.892	%		1,027,038	1,022,126
CMO Series 2007-A1 Class 7A1
02/25/37		2.930	%		1,065,895	1,048,893
Chase Mortgage Finance Corp. (f)
CMO Series 2003-S2 Class A1
03/25/18		5.000	%		955,040	973,467
Chase Mortgage Financial Corp. CMO Series 2003-S5 Class A6 (f)
06/25/33		4.500	%		164,196	164,502
Citicorp Mortgage Securities, Inc. CMO Series 2004-4 Class A4 (f)
06/25/34		5.500	%		1,997,211	2,078,891
Citigroup Mortgage Loan Trust, Inc. (a)(c)(f)
CMO Series 2009-10 Class 1A1
09/25/33		2.710	%		2,081,624	2,059,337
CMO Series 2010-10 Class 2A1
02/25/36		3.305	%		1,778,284	1,756,055
Citigroup Mortgage Loan Trust, Inc. (a)(f)
CMO Series 2009-11 Class 3A1
05/25/37		5.750	%		2,000,000	2,071,206
Citigroup Mortgage Loan Trust, Inc. (c)(f)
CMO Series 2008-AR4 Class 1A1A
11/25/38		5.427	%		2,901,777	2,942,054
Citigroup Mortgage Loan Trust, Inc. (f)
CMO Series 2003-1 Class 3A4
09/25/33		5.250	%		1,575,467	1,649,732
Citigroup Mortgage Loan Trust, Inc CMO Series 2010-7 Class 10A1 (a)(c)(f)
02/25/35		2.836	%		920,028	915,427
Countrywide Home Loan Mortgage Pass-Through Trust (f)
CMO Series 2003-40 Class A5
10/25/18		4.500	%		1,980,699	2,058,405
CMO Series 2004-13 Class 1A4
08/25/34		5.500	%		1,304,365	1,352,293
CMO Series 2004-5 Class 1A4
06/25/34		5.500	%		1,741,973	1,806,992
Credit Suisse First Boston Mortgage Securities Corp. (f)
CMO Series 2003-27 Class 5A4
11/25/33		5.250	%		1,551,775	1,562,237
CMO Series 2004-4 Class 2A4
09/25/34		5.500	%		1,739,440	1,831,839
CMO Series 2004-5 Class 3A1
08/25/19		5.250	%		1,563,858	1,622,501
CMO Series 2004-8 Class 1A4
12/25/34		5.500	%		1,371,313	1,429,632
Credit Suisse Mortgage Capital Certificates (a)(c)(f)
CMO Series 2010-11R Class A1
06/28/47		1.258	%		674,109	664,033
CMO Series 2010-12R Class 5A1
04/26/37		3.000	%		867,187	866,317
CMO Series 2010-15R Class 7A1
10/26/37		5.340	%		857,679	868,825
CMO Series 2010-15R Class 7A2
10/26/37		5.340	%		250,000	230,566
CMO Series 2010-17R Class 5A1
07/26/36		3.500	%		1,643,456	1,627,022
CMO Series 2010-1R Class 26A1
05/27/37		4.750	%		2,580,337	2,604,210
Deutsche Mortgage Securities, Inc. CMO Series 2010-RS2 Class A1 (a)(c)(f)
06/28/47		1.511	%		1,291,655	1,289,146
GMAC Mortgage Corp. Loan Trust (c)(f)
CMO Series 2003-AR2 Class 2A4
12/19/33		3.310	%		1,964,674	1,908,942
GMAC Mortgage Corp. Loan Trust (f)
CMO Series 2004-J1 Class A20
04/25/34		5.500	%		1,227,676	1,251,580
GSR Mortgage Loan Trust (c)(f)
CMO Series 2005-5F Class 8A3
06/25/35		0.761	%		714,602	646,443
GSR Mortgage Loan Trust (f)
CMO Series 2003-7F Class 1A4
06/25/33		5.250	%		1,474,796	1,436,086
Impac Secured Assets CMN Owner Trust CMO Series 2006-2 Class 2A1 (c)(f)
08/25/36		0.611	%		1,104,789	997,311
JP Morgan Reremic CMO Series 2010-4 Class 7A1 (a)(c)(f)
08/26/35		4.277	%		1,180,100	1,189,943
LB-UBS Commercial Mortgage Trust CMO IO Series 2006-C1 Class XCL (a)(c)(f)
02/15/41		7.175	%		53,211,284	525,994
LVII Resecuritization Trust (a)(f)
CMO Series 2009-1 Class A1
11/27/37		5.950	%		625,034	627,773
CMO Series 2009-2 Class A4
09/27/37		3.001	%		1,500,000	1,500,000
MASTR Asset Securitization Trust CMO Series 2004-P7 Class A6 (a)(f)
12/27/33		5.500	%		1,243,398	1,311,680
MLCC Mortgage Investors, Inc. (c)(f)
CMO Series 2003-A Class 2A1
03/25/28		1.041	%		1,237,409	1,099,818
CMO Series 2003-E Class A1
10/25/28		0.571	%		704,955	659,649
CMO Series 2004-G Class A2
01/25/30		0.757	%		1,313,374	1,218,591
Morgan Stanley Mortgage Loan Trust CMO Series 2004-3 Class 4A (f)
04/25/34		5.654	%		1,526,334	1,610,279

See accompanying Notes to Financial Statements.

230 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon			Principal
Issuer	rate			amount		Value

Residential Mortgage-Backed Securities — Non-Agency (continued)
Msrr
CMO IO Series 2009-IO Class A1 (c)(f)
07/17/56		1.000	%		$947,962	$949,147
NCUA (c)(f)
CMO Series 2010-R3 Class 1A
12/08/20		0.824	%		1,500,000	1,498,125
NCUA (f)
CMO Series 2010-R3 Class 3A
12/08/20		2.400	%		1,020,000	1,003,425
Nomura Asset Acceptance Corp. CMO Series 2004-R2 Class A1 (a)(f)
10/25/34		6.500	%		419,008	428,232
PennyMac Loan Trust CMO Series 2010-NPL1 Class M1 (a)(f)
05/25/50		5.000	%		1,250,000	1,249,609
Prime Mortgage Trust CMO Series 2004-2 Class A2 (f)
11/25/19		4.750	%		3,085,057	3,153,015
RBSSP Resecuritization Trust (a)(f)
CMO Series 2010-9 Class 7A5
05/26/37		4.000	%		1,795,000	1,727,417
RBSSP Resecuritization Trust (a)(f)
CMO Series 2009-1 Class 1A1
02/26/36		6.500	%		1,077,486	1,138,916
CMO Series 2010-4 Class 2A1
11/26/35		5.749	%		1,070,533	1,088,583
CMO Series 2010-9 Class 3A1
10/26/34		5.000	%		1,382,864	1,410,521
Residential Accredit Loans, Inc. (c)(f)
CMO Series 2003-QS13 Class A5
07/25/33		0.911	%		955,656	761,068
Residential Accredit Loans, Inc. (f)
CMO Series 2003-QS15 Class A7
08/25/33		5.500	%		1,495,417	1,454,984
CMO Series 2004-QS3 Class CB
03/25/19		5.000	%		1,367,556	1,423,969
Residential Asset Securitization Trust CMO Series 2004-IP2 Class 1A1 (c)(f)
12/25/34		2.716	%		945,349	847,994
Residential Funding Mortgage Securities I
CMO Series 2003-S4 Class A4 (f)
03/25/33		5.750	%		2,009,874	2,110,633
Station Place Securitization Trust CMO Series 2010-1 Class A (c)(f)
12/20/42		1.282	%		2,000,000	2,000,000
Structured Adjustable Rate Mortgage Loan Trust CMO Series 2004-4 Class 5A (c)(f)
04/25/34		5.506	%		1,294,016	1,251,238
Structured Asset Securities Corp. (f)
CMO Series 2004-21XS Class 2A4A
12/25/34		4.900	%		2,000,000	2,050,798
CMO Series 2004-4XS Class 1A5
02/25/34		5.490	%		1,199,254	1,201,449
Series 2004-6XS Class A5A
03/25/34		5.530	%		927,699	873,327
Vendee Mortgage Trust CMO Series 1998-2 Class 1G (f)
06/15/28		6.750	%		866,570	1,006,034
WaMu Mortgage Pass-Through Certificates (c)(f)
CMO Series 2004-AR3 Class A2
06/25/34		2.707	%		855,556	826,989
CMO Series 2004-S1 Class 1A3
03/25/34		0.661	%		512,658	507,526
WaMu Mortgage Pass-Through Certificates (f)
CMO Series 2003-S8 Class A4
09/25/18		4.500	%		613,776	626,474
CMO Series 2004-CB1 Class 3A2
06/25/34		5.500	%		2,500,000	2,596,250
CMO Series 2004-S3 Class 1A5
07/25/34		5.000	%		823,850	847,063
Washington Mutual MSC Mortgage Pass-Through Certificates CMO Series 2003-MS2 Class 1A1 (f)
02/25/33		5.750	%		1,562,965	1,572,570
Washington Mutual Series 2004-CB3 Class 4A (f)
10/25/19		6.000	%		909,036	934,272
Wells Fargo Mortgage Backed Securities Trust (c)(f)
CMO Series 2004-EE Class 2A1
12/25/34		2.856	%		310,982	300,507
Wells Fargo Mortgage Backed Securities Trust (f)
CMO Series 2005-1 Class 2A1
01/25/20		5.000	%		981,702	991,841
CMO Series 2005-14 Class 1A1
12/25/35		5.500	%		989,213	1,026,500
Wells Fargo Mortgage-Backed Securities Trust (c)(f)
CMO Series 2003-J Class 2A1
10/25/33		4.371	%		1,054,099	1,077,501
CMO Series 2004-G Class A3
06/25/34		4.745	%		550,000	571,190
CMO Series 2004-U Class A1
10/25/34		2.955	%		1,388,897	1,320,793
Wells Fargo Mortgage-Backed Securities Trust (f)
CMO Series 2004-4 Class A9
05/25/34		5.500	%		1,626,419	1,699,961


Total Residential Mortgage-Backed Securities — Non-Agency
(Cost: $128,995,929)						$128,810,060


Commercial Mortgage-Backed Securities (1.2%)

Banc of America Commercial Mortgage, Inc. (c)(f) Series 2006-3 Class A4
07/10/44		5.889	%		$500,000	$534,040
Banc of America Commercial Mortgage, Inc. (f) Series 2005-3 Class AM
07/10/43		4.727	%		1,000,000	982,885
Series 2006-5 Class A4
09/10/47		5.414	%		400,000	418,636
CW Capital Cobalt Ltd. Series 2006-C1 Class A4 (f)
08/15/48		5.223	%		1,200,000	1,249,065
Citigroup Commercial Mortgage Trust Series 2005-C3 Class AM (f)
05/15/43		4.830	%		1,230,000	1,259,959
Commercial Mortgage Asset Trust Series 1999-C1 Class D (f)
01/17/32		7.350	%		1,500,000	1,624,887
Credit Suisse First Boston Mortgage Securities Corp. Series 2005-C3 Class AM (f)
07/15/37		4.730	%		1,000,000	994,405
Credit Suisse Mortgage Capital Certificates Series 2006-C2 Class A3 (f)
03/15/39		5.658	%		1,300,000	1,365,905
FDIC Structured Sale Guaranteed Notes Series 2010-C1 Class A (a)(f)
12/06/20		2.980	%		2,500,000	2,511,925
Greenwich Capital Commercial Funding Corp. (f)
Series 2006-GG7 Class A4
07/10/38		5.888	%		1,000,000	1,090,999
Merrill Lynch Mortgage Trust Series 2005-LC1 Class AJ (c)(f)
01/12/44		5.331	%		1,000,000	946,069
Morgan Stanley Capital I Series 2004-RR Class F4 (a)(c)(f)
04/28/39		6.000	%		681,121	685,378
Morgan Stanley Reremic Trust Series 2010-HQ4B Class A7A (a)(f)
04/16/40		4.970	%		2,500,000	2,660,901
NCUA Guaranteed Notes CMO Series 2010-C1 Class APT (f)
10/29/20		2.650	%		5,880,860	5,726,327


Total Commercial Mortgage-Backed Securities
(Cost: $21,785,550)						$22,051,381


Asset-Backed Securities (1.6%)

AH Mortgage Advance Trust Series 2010-ADV1 Class A1 (a)
08/15/22		3.968	%		$1,325,000	$1,328,313
Ally Auto Receivables Trust (h) Series 2010-3 Class A3
10/15/14		0.000	%		1,385,000	1,382,569
Series 2010-3 Class A3
08/17/15		0.000	%		536,000	529,511
AmeriCredit Automobile Receivables Trust Series 2010-3 Class A3
04/08/15		1.140	%		665,000	662,758
Series 2010-4 Class A2
05/08/14		0.960	%		800,000	800,032
Arch Bay Asset-Backed Securities Series 2010-2 Class A (a)
04/25/57		4.125	%		1,125,000	1,122,300
Asset Backed Funding Certificates Series 2005-AG1 Class A4
06/25/35		5.010	%		1,250,000	1,231,280

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 231

Portfolio of Investments (continued) VP – J.P. Morgan Core Bond Fund


	Coupon			Principal
Issuer	rate			amount		Value

Asset-Backed Securities (continued)
CNH Equipment Trust Series 2010-C Class A3
05/15/15		1.170	%		$1,600,000	$1,595,143
Chase Funding Mortgage Loan Asset-Backed Certificates Series 2003-4 Class 1A5
05/25/33		5.416	%		993,363	955,675
Series 2003-5 Class 1A4
02/25/30		4.396	%		720,341	716,644
Series 2003-6 Class 1A5
11/25/34		5.350	%		750,000	663,981
Chase Funding Mortgage Loan Asset-Backed Certificates (c) Series 2003-2 Class 2A2
02/25/33		0.821	%		971,304	830,112
Chrysler Financial Auto Securitization Trust Series 2010-A Class A3
08/08/13		0.910	%		1,400,000	1,395,996
Citibank Credit Card Issuance Trust Series 2007-A7 Class A7 (c)
08/20/14		0.611	%		1,500,000	1,501,419
Credit Suisse Mortgage Capital Certificates CMO Series 2010-16 Class A3 (a)(c)
06/25/50		4.250	%		800,000	728,000
Federal National Mortgage Association Series 2003-W16 Class AF5 (c)
11/25/33		4.769	%		1,944,301	1,980,411
GE Capital Credit Card Master Note Trust Series 2009-2 Class A
07/15/15		3.690	%		1,000,000	1,038,766
Harley-Davidson Motorcycle Trust Series 2010-1 Class A3
02/15/15		1.160	%		612,000	610,791
Hyundai Auto Receivables Trust Series 2010-A Class A1
05/16/11		0.398	%		148,454	148,465
LAI Vehicle Lease Securitization Trust Series 2010-A Class A (a)
09/15/16		2.550	%		1,448,675	1,445,053
Mercedes-Benz Auto Receivables Trust Series 2010-1 Class A1
05/13/11		0.309	%		86,834	86,839
NCUA
CMO Series 2010-A1 Class A (c)
12/07/20		0.661	%		500,000	500,525
PennyMac Loan Trust Series 2010-NPL1 Class A (a)
05/25/50		4.250	%		725,300	708,061
Residential Asset Mortgage Products, Inc. Series 2004-RS6 Class AI4
05/25/32		5.457	%		1,032,809	1,055,644
Residential Asset Mortgage Products, Inc. (c) Series 2005-RZ4 Class A2
11/25/35		0.521	%		737,782	705,454
Santander Drive Auto Receivables Trust Series 2010-3 Class A3
06/16/14		1.200	%		500,000	500,067
Structured Asset Investment Loan Trust Series 2005-5 Class A9 (c)
06/25/35		0.531	%		500,000	464,631
Structured Asset Securities Corp. CMO Series 2004-5H Class A4
12/25/33		5.540	%		2,100,000	2,090,779
Series 2005-NC1 Class A11
02/25/35		4.690	%		1,680,490	1,714,212


Total Asset-Backed Securities
(Cost: $28,565,878)						$28,493,431


U.S. Treasury Obligations (23.5%)

U.S. Treasury Inflation-Indexed Bond
04/15/11		2.000	%		$3,000,000	$3,335,110
U.S. Treasury
08/31/11		1.000	%		3,000,000	3,015,117
01/31/12		0.875	%		15,000,000	15,083,790
12/15/12		1.125	%		17,500,000	17,679,777
04/15/13		1.750	%		8,000,000	8,183,760
02/28/14		1.875	%		1,000,000	1,024,062
10/31/14		2.375	%		25,000,000	25,876,950
12/31/14		2.625	%		5,000,000	5,210,938
03/31/17		3.250	%		5,000,000	5,221,875
08/15/17		4.750	%		3,745,000	4,246,770
08/15/17		8.875	%		11,715,000	16,272,861
08/15/20		8.750	%		28,500,000	41,632,258
U.S. Treasury (b)
02/15/13		1.375	%		41,500,000	42,122,500
12/31/13		1.500	%		12,140,000	12,314,513
07/31/14		2.625	%		24,000,000	25,100,616
09/30/14		2.375	%		19,000,000	19,683,555
01/31/15		2.250	%		30,000,000	30,796,860
05/15/15		4.125	%		8,050,000	8,864,435
12/31/16		3.250	%		57,450,000	60,178,875
01/31/17		3.125	%		15,000,000	15,585,930
02/15/19		8.875	%		5,466,000	7,862,502
05/15/19		3.125	%		2,051,000	2,072,632
08/15/19		8.125	%		15,417,000	21,479,011
02/15/20		8.500	%		500,000	715,391
08/15/27		6.375	%		3,000,000	3,860,625
08/15/28		5.500	%		14,700,000	17,320,731
08/15/29		6.125	%		5,000,000	6,324,220


Total U.S. Treasury Obligations
(Cost: $416,243,549)						$421,065,664


U.S. Government Agency Obligations (16.0%)

Fannie Mae Interest STRIPS (h)
11/15/21		0.000	%		$1,750,000	$1,095,810
Federal Farm Credit Bank
11/15/18		5.125	%		8,000,000	9,038,584
Federal Home Loan Banks (b)
06/14/13		1.625	%		12,100,000	12,306,716
12/16/16		4.750	%		10,000,000	11,192,704
Federal Home Loan Mortgage Corp.
04/18/16		5.250	%		10,000,000	11,438,830
Federal Home Loan Mortgage Corp. (b)
04/23/14		2.500	%		2,000,000	2,073,208
08/23/17		5.500	%		34,000,000	39,403,824
11/17/17		5.125	%		65,000,000	74,016,280
Federal National Mortgage Association
09/15/16		5.250	%		10,000,000	11,448,100
Federal National Mortgage Association (b)
10/15/15		4.375	%		20,000,000	22,014,880
05/11/17		5.000	%		15,000,000	16,820,265
06/12/17		5.375	%		36,000,000	41,449,716
Federal National Mortgage Association (h)
07/05/14		0.000	%		3,000,000	2,799,606
06/01/17		0.000	%		10,000,000	8,119,440
Tennessee Valley Authority
07/18/17		5.500	%		11,000,000	12,676,741
U.S. Treasury (b)(h) STRIPS
02/15/14		0.000	%		10,000,000	9,645,930
02/15/28		0.000	%		4,100,000	1,896,295
U.S. Treasury (h) STRIPS
02/15/29		0.000	%		165,000	72,515
08/15/29		0.000	%		100,000	42,853


Total U.S. Government Agency Obligations
(Cost: $287,692,297)						$287,552,297


Foreign Government Obligations (0.1%)


CANADA (0.1%)
Province of Ontario Canada Senior Unsecured
06/16/15		2.700	%		$1,840,000	$1,873,197
Province of Quebec Canada
01/30/26		6.350	%		440,000	528,203

Total						2,401,400


Total Foreign Government Obligations
(Cost: $2,387,123)						$2,401,400


Municipal Bonds (0.1%)

New York State Dormitory Authority Revenue Bonds Build America Bonds Series 2010
03/15/40		5.600	%		$415,000	$399,956
Port Authority of New York and New Jersey Revenue Bonds Taxable Consolidated 164th Series 2010
11/01/40		5.647	%		835,000	799,872


Total Municipal Bonds
(Cost: $1,239,061)						$1,199,828

See accompanying Notes to Financial Statements.

232 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Shares		Value

Money Market Fund (1.7%)

Columbia Short-Term Cash Fund, 0.229% (i)(j)		30,414,213	$	30,414,213


Total Money Market Fund
(Cost: $30,414,213)			$	30,414,213


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (17.3%)


Asset-Backed Commercial Paper (1.0%)
Antalis US Funding Corp.
01/10/11	0.360%	$	4,999,450	$	4,999,450
Belmont Funding LLC
01/18/11	0.500%		9,996,945		9,996,945
Rheingold Securitization
02/16/11	0.521%		2,996,013		2,996,013

Total					17,992,408


Certificates of Deposit (10.9%)
Banque et Caisse d’Epargne de l’Etat
02/16/11	0.305%		4,996,106		4,996,106
02/22/11	0.300%		7,494,254		7,494,254
Caisse des Depots
02/23/11	0.340%		9,500,000		9,500,000
Clydesdale Bank PLC
01/21/11	0.370%		5,000,000		5,000,000
Credit Industrial et Commercial
02/22/11	0.395%		4,000,000		4,000,000
02/23/11	0.380%		9,990,298		9,990,298
DZ Bank AG
01/18/11	0.330%		10,000,000		10,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		5,000,000		5,000,000
02/09/11	0.300%		10,000,000		10,000,000
02/17/11	0.300%		1,000,000		1,000,000
La Banque Postale
02/17/11	0.365%		10,000,000		10,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		15,000,067		15,000,067
Mitsubishi UFJ Trust and Banking Corp.
01/06/11	0.330%		8,000,000		8,000,000
02/22/11	0.320%		4,000,000		4,000,000
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		10,000,000		10,000,000
02/04/11	0.330%		5,000,000		5,000,000
Natixis
03/07/11	0.440%		15,000,000		15,000,000
Norinchukin Bank
01/25/11	0.330%		5,000,000		5,000,000
02/14/11	0.330%		10,000,000		10,000,000
03/02/11	0.350%		4,000,100		4,000,100
Societe Generale
02/17/11	0.310%		12,490,105		12,490,105
Sumitomo Mitsui Banking Corp.
01/12/11	0.300%		5,000,000		5,000,000
Sumitomo Trust & Banking Co., Ltd.
02/18/11	0.345%		5,000,000		5,000,000
02/18/11	0.350%		10,000,000		10,000,000
United Overseas Bank Ltd.
02/22/11	0.340%		10,000,000		10,000,000

Total					195,470,930


Commercial Paper (0.6%)
Macquarie Bank Ltd.
02/09/11	0.375%		9,991,146		9,991,146


Other Short-Term Obligations (0.6%)
Goldman Sachs Group, Inc. (The)
01/14/11	0.350%		6,000,000		6,000,000
Natixis Financial Products LLC
01/03/11	0.500%		5,000,000		5,000,000

Total					11,000,000


Repurchase Agreements (4.2%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $15,003,875 (k)
	0.300%		15,000,000		15,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $25,000,833 (k)
	0.400%		25,000,000		25,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $3,000,040 (k)
	0.160%		3,000,000		3,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $8,048,216 (k)
	0.170%		8,048,102		8,048,102
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $25,000,938 (k)
	0.450%		25,000,000		25,000,000

Total					76,048,102


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $310,502,586)				$	310,502,586


Total Investments
(Cost: $2,087,809,717)				$	2,095,157,836
Other Assets & Liabilities, Net					(302,056,263)


Net Assets				$	1,793,101,573

Notes to Portfolio of Investments


(a)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2010, the value of these securities amounted to $82,385,615 or 4.59% of net assets.

(b)		At December 31, 2010, security was partially or fully on loan.

(c)		Variable rate security. The interest rate shown reflects the rate as of December 31, 2010.

(d)		Represents fractional shares.

(e)		Negligible market value.

(f)		The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(g)		Represents a security purchased on a when-issued or delayed delivery basis.

(h)		Zero coupon bond.

(i)		The rate shown is the seven-day current annualized yield at December 31, 2010.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 233

Portfolio of Investments (continued) VP – J.P. Morgan Core Bond Fund

Notes to Portfolio of Investments (continued)


(j)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

interest income

Value

Columbia Short-Term Cash Fund

$11,535

$1,746,820,048

$(1,716,417,370

)

$—

$30,414,213

$262,865

$30,414,213


(k)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$75,595
Archer Daniels		777,702
ASB Finance Ltd		921,365
Banco Bilbao Vizcaya		2,487,184
Banco Bilbao Vizcaya Argentaria/New York NY		36,779
BP Capital Markets		462,219
BPCE		332,312
Central American Bank		2,880
Commonwealth Bank of Australia		467,902
Credit Agricole NA		767
Danske Corp		1,151,117
Electricite De France		1,906,146
European Investment Bank		2,564,769
Gdz Suez		395,932
Golden Funding Corp		27,257
Ing (US) Funding LLC		120
Natexis Banques		296,006
Nationwide Building		1,845,392
Natixis NY		143,999
Natixis US Finance Co		2,400
Prudential PLC		556,711
Silver Tower US Fund		7,200
Skandin Ens Banken		72,055
Societe Gen No Amer		1,199,390
Societe Generale NY		15,599
UBS Ag Stamford		1,202

Total market value of collateral securities		$15,750,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$800,776
Fannie Mae Pool		2,186,969
Fannie Mae Principal Strip		26,154
Fannie Mae REMICS		1,465,991
Federal Farm Credit Bank		1,363,424
Federal Home Loan Banks		2,442,686
Federal Home Loan Mortgage Corp		183,264
Federal National Mortgage Association		2,117,980
FHLMC Structured Pass Through Securities		866,994
Freddie Mac Non Gold Pool		2,099,297
Freddie Mac Reference REMIC		14,129
Freddie Mac REMICS		1,288,482
Freddie Mac Strips		379,961
Ginnie Mae I Pool		245,589

See accompanying Notes to Financial Statements.

234 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%) (continued)
Security description	Value
Ginnie Mae II Pool		$1,361,353
Government National Mortgage Association		547,725
United States Treasury Inflation Indexed Bonds		75,286
United States Treasury Note/Bond		5,982,624
United States Treasury Strip Coupon		1,788,180
United States Treasury Strip Principal		263,136

Total market value of collateral securities		$25,500,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$14,904
Fannie Mae REMICS		1,007,994
Fannie Mae Whole Loan		25,643
Fannie Mae-Aces		1,958
Freddie Mac Reference REMIC		69,847
Freddie Mac REMICS		1,539,978
Government National Mortgage Association		399,676

Total market value of collateral securities		$3,060,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$8,209,064

Total market value of collateral securities		8,209,064



Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$12,982,649
Fannie Mae REMICS		2,927,301
Freddie Mac Gold Pool		1,110,461
Freddie Mac REMICS		3,863,681
Ginnie Mae I Pool		988,959
Government National Mortgage Association		3,626,949

Total market value of collateral securities		$25,500,000

Abbreviation Legend


CMO		Collateralized Mortgage Obligation
FDIC		Federal Deposit Insurance Corporation
IO		Interest Only
PO		Principal Only
STRIPS		Separate Trading of Registered Interest and Principal Securities

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 235

Portfolio of Investments (continued) VP – J.P. Morgan Core Bond Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

236 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Bonds
Corporate Bonds & Notes		$—		$183,600,827		$—		$183,600,827
Residential Mortgage-Backed Securities — Agency		—		678,375,504		690,645		679,066,149
Residential Mortgage-Backed Securities — Non-Agency		—		115,231,187		13,578,873		128,810,060
Commercial Mortgage-Backed Securities		—		18,854,078		3,197,303		22,051,381
Asset-Backed Securities		—		25,198,078		3,295,353		28,493,431
U.S. Treasury Obligations		417,730,554		3,335,110		—		421,065,664
U.S. Government Agency Obligations		—		287,552,297		—		287,552,297
Foreign Government Obligations		—		2,401,400		—		2,401,400
Municipal Bonds		—		1,199,828		—		1,199,828

Total Bonds		417,730,554		1,315,748,309		20,762,174		1,754,241,037

Other
Affiliated Money Market Fund(c)		30,414,213		—		—		30,414,213
Investments of Cash Collateral Received for Securities on Loan		—		310,502,586		—		310,502,586

Total Other		30,414,213		310,502,586		—		340,916,799

Total		$448,144,767		$1,626,250,895		$20,762,174		$2,095,157,836


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Residential			Residential			Commercial
	Mortgage-Backed			Mortgage-Backed			Mortgage-Backed			Asset-Backed
	Securities — Agency			Securities — Non Agency			Securities			Securities			Total

Balance as of May 7, 2010 (when shares became available)		$—			$—			$—			$—			$—
Accrued discounts/premiums		(590	)		(3,596	)		(529	)		64			(4,651	)
Realized gain (loss)		—			3,467			—			—			3,467
Change in unrealized appreciation (depreciation)*		590			(7,334	)		12,975			(3,513	)		2,718
Sales		—			(375,239	)		(54,879	)		—			(430,118	)
Purchases		690,645			13,961,575			3,239,736			3,298,802			21,190,758
Transfers into Level 3		—			—			—			—			—
Transfers out of Level 3		—			—			—			—			—

Balance as of December 31, 2010		$690,645			$13,578,873			$3,197,303			$3,295,353			$20,762,174


*		Change in unrealized appreciation (depreciation) relating to securities held at December 31, 2010 was $2,718, which is comprised of Residential Mortgage-Backed Securities—Agency of $590, Residential Mortgage-Backed Securities—Non Agency of $(7,334), Commercial Mortgage-Backed Securities of $12,975 and Asset-Backed Securities of $(3,513).

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 237

Portfolio of Investments (continued) VP – J.P. Morgan Core Bond Fund

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

238 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – Jennison Mid Cap Growth Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (98.5%)


CONSUMER DISCRETIONARY (14.9%)

Hotels, Restaurants & Leisure (5.4%)
Darden Restaurants, Inc. (a)		240,075	$	11,149,083
Tim Hortons, Inc.		342,031		14,101,938
WMS Industries, Inc. (a)(b)		119,995		5,428,574
Yum! Brands, Inc.		296,660		14,551,173

Total				45,230,768


Multiline Retail (2.3%)
Dollar Tree, Inc. (a)(b)		241,095		13,520,608
Nordstrom, Inc.		136,609		5,789,489

Total				19,310,097


Specialty Retail (6.0%)
Bed Bath & Beyond, Inc. (b)		218,386		10,733,672
GameStop Corp., Class A (a)(b)		274,957		6,291,016
Guess?, Inc. (a)		226,838		10,733,974
Ross Stores, Inc.		163,446		10,337,959
TJX Companies, Inc.		259,527		11,520,404
Williams-Sonoma, Inc. (a)		20,441		729,539

Total				50,346,564


Textiles, Apparel & Luxury Goods (1.2%)
Phillips-Van Heusen Corp. (a)		166,455		10,488,330

TOTAL CONSUMER DISCRETIONARY				125,375,759


CONSUMER STAPLES (7.3%)

Beverages (0.5%)
Hansen Natural Corp. (b)		85,513		4,470,619


Food Products (5.0%)
Bunge Ltd. (a)		136,053		8,914,193
ConAgra Foods, Inc.		374,099		8,447,155
JM Smucker Co. (The)		123,911		8,134,757
Mead Johnson Nutrition Co.		111,257		6,925,748
Ralcorp Holdings, Inc. (a)(b)		147,263		9,573,568

Total				41,995,421


Household Products (1.8%)
Church & Dwight Co., Inc.		212,391		14,659,227

TOTAL CONSUMER STAPLES				61,125,267


ENERGY (6.9%)

Energy Equipment & Services (1.9%)
Cameron International Corp. (b)		246,044		12,481,812
Core Laboratories NV (a)		37,041		3,298,501

Total				15,780,313


Oil, Gas & Consumable Fuels (5.0%)
Cimarex Energy Co.		78,656		6,963,416
Denbury Resources, Inc. (b)		346,604		6,616,670
Newfield Exploration Co. (b)		157,011		11,322,063
Southwestern Energy Co. (b)		467,778		17,508,931

Total				42,411,080


TOTAL ENERGY				58,191,393


FINANCIALS (5.3%)

Capital Markets (2.6%)
Eaton Vance Corp. (a)		433,198		13,095,576
TD Ameritrade Holding Corp. (a)		466,380		8,856,556

Total				21,952,132


Insurance (1.2%)
WR Berkley Corp. (a)		356,358		9,757,082


Real Estate Investment Trusts (REITs) (1.5%)
Annaly Capital Management, Inc.		699,700		12,538,624

TOTAL FINANCIALS				44,247,838


HEALTH CARE (15.0%)

Biotechnology (1.9%)
Alexion Pharmaceuticals, Inc. (a)(b)		58,009		4,672,625
BioMarin Pharmaceutical, Inc. (a)(b)		177,807		4,788,342
United Therapeutics Corp. (a)(b)		98,707		6,240,257

Total				15,701,224


Health Care Equipment & Supplies (2.1%)
CR Bard, Inc. (a)		118,016		10,830,328
IDEXX Laboratories, Inc. (a)(b)		93,994		6,506,265
Neogen Corp. (a)(b)		6,537		268,213

Total				17,604,806


Health Care Providers & Services (5.7%)
DaVita, Inc. (b)		215,752		14,992,607
Henry Schein, Inc. (a)(b)		187,897		11,534,997
Laboratory Corp. of America Holdings (a)(b)		129,095		11,350,032
Universal Health Services, Inc., Class B		241,653		10,492,573

Total				48,370,209


Life Sciences Tools & Services (3.4%)
Agilent Technologies, Inc. (b)		224,424		9,297,886
Thermo Fisher Scientific, Inc. (b)		160,783		8,900,947
Waters Corp. (b)		131,350		10,207,209

Total				28,406,042


Pharmaceuticals (1.9%)
Perrigo Co. (a)		155,468		9,845,788
Valeant Pharmaceuticals International, Inc.		210,743		5,961,920

Total				15,807,708


TOTAL HEALTH CARE				125,889,989


INDUSTRIALS (15.9%)

Aerospace & Defense (1.5%)
ITT Corp.		244,226		12,726,617


Air Freight & Logistics (2.0%)
CH Robinson Worldwide, Inc. (a)		88,485		7,095,612
Expeditors International of Washington, Inc.		168,463		9,198,080

Total				16,293,692


Building Products (0.1%)
Owens Corning (a)(b)		23,138		720,749


Commercial Services & Supplies (3.3%)
Copart, Inc. (b)		174,504		6,517,724
Iron Mountain, Inc.		547,871		13,702,254
Stericycle, Inc. (a)(b)		93,047		7,529,363

Total				27,749,341


Electrical Equipment (3.4%)
AMETEK, Inc.		370,056		14,524,698
Roper Industries, Inc.		186,937		14,287,595

Total				28,812,293


Machinery (2.7%)
Danaher Corp.		274,586		12,952,222
IDEX Corp.		252,163		9,864,616

Total				22,816,838


Professional Services (1.6%)
Robert Half International, Inc. (a)		429,205		13,133,673


Road & Rail (0.5%)
JB Hunt Transport Services, Inc.		107,443		4,384,749


Trading Companies & Distributors (0.8%)
Fastenal Co. (a)		115,952		6,946,684

TOTAL INDUSTRIALS				133,584,636


INFORMATION TECHNOLOGY (21.0%)

Communications Equipment (2.3%)
Ciena Corp. (a)(b)		62,985		1,325,834
Juniper Networks, Inc. (b)		349,933		12,919,526
Riverbed Technology, Inc. (a)(b)		139,062		4,890,811

Total				19,136,171


Computers & Peripherals (1.4%)
NetApp, Inc. (b)		223,241		12,269,325


Electronic Equipment, Instruments & Components (3.1%)
Amphenol Corp., Class A		203,780		10,755,508
Anixter International, Inc. (a)		107,805		6,439,193
FLIR Systems, Inc. (a)(b)		286,629		8,527,213

Total				25,721,914


Internet Software & Services (2.6%)
Akamai Technologies, Inc. (b)		154,544		7,271,295
VeriSign, Inc.		443,211		14,479,704

Total				21,750,999


IT Services (2.5%)
Alliance Data Systems Corp. (a)(b)		152,700		10,846,281
Amdocs Ltd. (b)		151,455		4,160,469
Teradata Corp. (b)		139,728		5,751,204

Total				20,757,954


Semiconductors & Semiconductor Equipment (5.7%)
Altera Corp. (a)		321,282		11,431,214
Broadcom Corp., Class A		356,738		15,535,940
Marvell Technology Group Ltd. (b)		412,484		7,651,578
Maxim Integrated Products, Inc. (a)		286,462		6,766,232
SemiLEDs Corp. (b)		4,600		133,630
Xilinx, Inc. (a)		237,308		6,877,186

Total				48,395,780


Software (3.4%)
Check Point Software Technologies Ltd. (b)		319,102		14,761,658
Nuance Communications, Inc. (a)(b)		253,931		4,616,466
Red Hat, Inc. (b)		195,627		8,930,373

Total				28,308,497


TOTAL INFORMATION TECHNOLOGY				176,340,640

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 239

Portfolio of Investments (continued) VP – Jennison Mid Cap Growth Fund


Issuer	Shares		Value

Common Stocks (continued)
MATERIALS (5.9%)

Chemicals (2.8%)
Ecolab, Inc.		293,561		$14,801,346
FMC Corp.		77,224		6,169,425
Lubrizol Corp.		23,072		2,465,935

Total				23,436,706


Metals & Mining (3.1%)
Agnico-Eagle Mines Ltd.		131,451		10,082,292
Reliance Steel & Aluminum Co.		112,133		5,729,996
Silver Wheaton Corp. (b)		271,099		10,583,705

Total				26,395,993


TOTAL MATERIALS				49,832,699


TELECOMMUNICATION SERVICES (6.3%)

Wireless Telecommunication Services (6.3%)
American Tower Corp., Class A (b)		340,641		17,590,701
Crown Castle International Corp. (b)		402,129		17,625,314
NII Holdings, Inc. (a)(b)		393,378		17,568,262

Total				52,784,277


TOTAL TELECOMMUNICATION SERVICES				52,784,277


Total Common Stocks
(Cost: $703,605,802)			$	827,372,498


	Shares		Value

Money Market Fund (1.6%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		13,678,787	$	13,678,787


Total Money Market Fund
(Cost: $13,678,787)			$	13,678,787


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (19.0%)


Asset-Backed Commercial Paper (1.8%)
Antalis US Funding Corp.
01/10/11	0.360%	$	4,999,450	$	4,999,450
Grampian Funding LLC
01/31/11	0.300%		4,998,708		4,998,708
Royal Park Investments Funding Corp.
03/25/11	0.501%		4,993,542		4,993,542

Total					14,991,700


Certificates of Deposit (7.6%)
Banque et Caisse d’Epargne de l’Etat
02/16/11	0.305%		4,996,106		4,996,106
Barclays Bank PLC
02/23/11	0.425%		8,000,000		8,000,000
Clydesdale Bank PLC
01/24/11	0.365%		5,000,000		5,000,000
Commonwealth Bank of Australia (The)
01/03/11	0.180%		5,000,000		5,000,000
Credit Industrial et Commercial
02/22/11	0.395%		7,000,000		7,000,000
DZ Bank AG
01/18/11	0.345%		3,997,624		3,997,624
Den Danske Bank
01/03/11	0.250%		5,000,000		5,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		3,000,000		3,000,000
02/17/11	0.300%		5,000,000		5,000,000
La Banque Postale
02/17/11	0.365%		5,000,000		5,000,000
Norinchukin Bank
01/25/11	0.330%		5,000,000		5,000,000
02/08/11	0.330%		2,000,000		2,000,000
Sumitomo Trust & Banking Co., Ltd.
02/22/11	0.335%		5,000,064		5,000,064

Total					63,993,794


Commercial Paper (0.6%)
Suncorp Metway Ltd.
01/10/11	0.400%		4,998,167		4,998,167


Repurchase Agreements (9.0%)
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $15,000,500 (e)
	0.400%		15,000,000		15,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $3,393,377 (e)
	0.170%		3,393,329		3,393,329
Merrill Lynch Government Securities Income dated 12/31/10, matures 01/03/11, repurchase price $10,000,208 (e)
	0.250%		10,000,000		10,000,000
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11, repurchase price $7,000,146 (e)
	0.250%		7,000,000		7,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,208 (e)
	0.500%		5,000,000		5,000,000
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $10,000,417 (e)
	0.500%		10,000,000		10,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $25,000,938 (e)
	0.450%		25,000,000		25,000,000

Total					75,393,329


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $159,376,990)				$	159,376,990


Total Investments
(Cost: $876,661,579)				$	1,000,428,275
Other Assets & Liabilities, Net					(160,188,716)


Net Assets				$	840,239,559

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$11,535

$795,612,599

$(781,945,347

)

$—

$13,678,787

$35,551

$13,678,787


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.

See accompanying Notes to Financial Statements.

240 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$480,466
Fannie Mae Pool		1,312,181
Fannie Mae Principal Strip		15,692
Fannie Mae REMICS		879,595
Federal Farm Credit Bank		818,055
Federal Home Loan Banks		1,465,612
Federal Home Loan Mortgage Corp		109,959
Federal National Mortgage Association		1,270,788
FHLMC Structured Pass Through Securities		520,196
Freddie Mac Non Gold Pool		1,259,578
Freddie Mac Reference REMIC		8,477
Freddie Mac REMICS		773,089
Freddie Mac Strips		227,977
Ginnie Mae I Pool		147,353
Ginnie Mae II Pool		816,812
Government National Mortgage Association		328,635
United States Treasury Inflation Indexed Bonds		45,171
United States Treasury Note/Bond		3,589,574
United States Treasury Strip Coupon		1,072,908
United States Treasury Strip Principal		157,882

Total market value of collateral securities		$15,300,000


Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$3,461,196

Total market value of collateral securities		$3,461,196


Merrill Lynch Government Securities Income (0.250%)
Security description	Value
Fannie Mae REMICS		$1,920,641
Freddie Mac REMICS		8,279,377

Total market value of collateral securities		$10,200,018


Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$647,958
Federal Home Loan Mortgage Corp		377,260
Federal National Mortgage Association		419,886
Government National Mortgage Association		5,694,916

Total market value of collateral securities		$7,140,020

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 241

Portfolio of Investments (continued) VP – Jennison Mid Cap Growth Fund

Notes to Portfolio of Investments (continued)


Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000


Nomura Securities (0.500%)
Security description	Value
Fannie Mae Pool		$4,566,830
Freddie Mac Gold Pool		5,633,170

Total market value of collateral securities		$10,200,000


Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$12,982,649
Fannie Mae REMICS		2,927,301
Freddie Mac Gold Pool		1,110,461
Freddie Mac REMICS		3,863,681
Ginnie Mae I Pool		988,959
Government National Mortgage Association		3,626,949

Total market value of collateral securities		$25,500,000

See accompanying Notes to Financial Statements.

242 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 243

Portfolio of Investments (continued) VP – Jennison Mid Cap Growth Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$125,375,759		$—		$—		$125,375,759
Consumer Staples		61,125,267		—		—		61,125,267
Energy		58,191,393		—		—		58,191,393
Financials		44,247,838		—		—		44,247,838
Health Care		125,889,989		—		—		125,889,989
Industrials		133,584,636		—		—		133,584,636
Information Technology		176,340,640		—		—		176,340,640
Materials		49,832,699		—		—		49,832,699
Telecommunication Services		52,784,277		—		—		52,784,277

Total Equity Securities		827,372,498		—		—		827,372,498

Other
Affiliated Money Market Fund(c)		13,678,787		—		—		13,678,787
Investments of Cash Collateral Received for Securities on Loan		—		159,376,990		—		159,376,990

Total Other		13,678,787		159,376,990		—		173,055,777

Total		$841,051,285		$159,376,990		$—		$1,000,428,275


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

244 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – MFS Value Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (98.4%)


CONSUMER DISCRETIONARY (6.1%)

Auto Components (0.4%)
Johnson Controls, Inc. (a)		154,235	$	5,891,777


Automobiles (0.2%)
General Motors Co. (b)		80,950		2,983,817


Hotels, Restaurants & Leisure (0.3%)
McDonald’s Corp.		59,009		4,529,531


Household Durables (0.9%)
Pulte Group, Inc. (a)(b)		540,514		4,064,665
Stanley Black & Decker, Inc.		154,473		10,329,610

Total				14,394,275


Leisure Equipment & Products (0.4%)
Hasbro, Inc.		136,371		6,433,983


Media (2.4%)
Omnicom Group, Inc. (a)		345,705		15,833,289
Walt Disney Co. (The)		539,698		20,244,072

Total				36,077,361


Multiline Retail (0.8%)
Kohl’s Corp. (a)(b)		110,170		5,986,638
Target Corp.		102,800		6,181,364

Total				12,168,002


Specialty Retail (0.7%)
Advance Auto Parts, Inc.		81,722		5,405,910
Staples, Inc. (a)		231,505		5,271,369

Total				10,677,279


TOTAL CONSUMER DISCRETIONARY				93,156,025


CONSUMER STAPLES (12.3%)

Beverages (2.4%)
Diageo PLC		1,116,287		20,626,435
PepsiCo, Inc.		250,910		16,391,950

Total				37,018,385


Food & Staples Retailing (1.0%)
CVS Caremark Corp.		265,118		9,218,153
Walgreen Co.		164,400		6,405,024

Total				15,623,177


Food Products (4.1%)
General Mills, Inc.		629,670		22,409,955
JM Smucker Co. (The)		120,037		7,880,429
Kellogg Co.		227,549		11,623,203
Nestlé SA		363,290		21,321,629

Total				63,235,216


Household Products (0.7%)
Procter & Gamble Co. (The)		153,751		9,890,802


Personal Products (0.2%)
Avon Products, Inc.		128,200		3,725,492


Tobacco (3.9%)
Altria Group, Inc.		176,094		4,335,435
Philip Morris International, Inc.		856,691		50,142,124
Reynolds American, Inc.		161,000		5,251,820

Total				59,729,379


TOTAL CONSUMER STAPLES				189,222,451


ENERGY (10.6%)

Energy Equipment & Services (1.7%)
National Oilwell Varco, Inc.		118,901		7,996,092
Noble Corp. (a)		163,354		5,843,173
Transocean Ltd. (a)(b)		168,500		11,712,435

Total				25,551,700


Oil, Gas & Consumable Fuels (8.9%)
Apache Corp.		197,525		23,550,906
Chevron Corp.		399,396		36,444,885
EOG Resources, Inc. (a)		119,921		10,961,979
Exxon Mobil Corp.		345,065		25,231,153
Hess Corp.		243,625		18,647,057
Occidental Petroleum Corp.		134,105		13,155,700
Total SA, ADR		163,174		8,726,546

Total				136,718,226


TOTAL ENERGY				162,269,926


FINANCIALS (22.7%)

Capital Markets (7.3%)
Bank of New York Mellon Corp. (The)		1,409,786		42,575,537
BlackRock, Inc. (a)		16,151		3,078,058
Goldman Sachs Group, Inc. (The)		288,941		48,588,318
State Street Corp.		383,076		17,751,742

Total				111,993,655


Commercial Banks (3.0%)
PNC Financial Services Group, Inc. (a)		211,073		12,816,353
Wells Fargo & Co.		1,062,672		32,932,205

Total				45,748,558


Diversified Financial Services (4.5%)
Bank of America Corp.		1,977,372		26,378,143
JPMorgan Chase & Co.		1,012,513		42,950,801

Total				69,328,944


Insurance (7.9%)
ACE Ltd.		136,317		8,485,733
Allstate Corp. (The)		298,324		9,510,569
AON Corp.		385,415		17,732,944
Chubb Corp. (a)		179,619		10,712,477
MetLife, Inc.		891,710		39,627,593
Prudential Financial, Inc.		355,066		20,845,925
Travelers Companies, Inc. (The)		269,548		15,016,519

Total				121,931,760


TOTAL FINANCIALS				349,002,917


HEALTH CARE (12.2%)

Health Care Equipment & Supplies (3.3%)
Becton Dickinson and Co. (a)		168,983		14,282,443
Medtronic, Inc.		565,855		20,987,562
St. Jude Medical, Inc. (a)(b)		377,528		16,139,322

Total				51,409,327


Health Care Providers & Services (0.4%)
Quest Diagnostics, Inc.		117,400		6,336,078


Life Sciences Tools & Services (0.5%)
Thermo Fisher Scientific, Inc. (b)		134,142		7,426,101


Pharmaceuticals (8.0%)
Abbott Laboratories		562,408		26,944,967
GlaxoSmithKline PLC		323,743		6,259,679
Johnson & Johnson		665,519		41,162,350
Merck & Co., Inc.		172,523		6,217,729
Pfizer, Inc.		1,957,153		34,269,749
Roche Holding AG		50,080		7,354,742

Total				122,209,216


TOTAL HEALTH CARE				187,380,722


INDUSTRIALS (13.2%)

Aerospace & Defense (9.0%)
Honeywell International, Inc.		431,085		22,916,478
Lockheed Martin Corp. (a)		820,201		57,340,252
Northrop Grumman Corp. (a)		356,600		23,100,548
United Technologies Corp.		446,676		35,162,335

Total				138,519,613


Construction & Engineering (0.2%)
Fluor Corp. (a)		47,550		3,150,663


Industrial Conglomerates (1.3%)
3M Co. (a)		223,085		19,252,236


Machinery (1.6%)
Danaher Corp. (a)		250,848		11,832,500
Eaton Corp. (a)		124,369		12,624,697

Total				24,457,197


Professional Services (0.6%)
Dun & Bradstreet Corp. (a)		114,008		9,358,917


Road & Rail (0.5%)
Canadian National Railway Co.		115,266		7,661,731

TOTAL INDUSTRIALS				202,400,357


INFORMATION TECHNOLOGY (10.7%)

Communications Equipment (0.9%)
Cisco Systems, Inc. (b)		659,536		13,342,413


Computers & Peripherals (0.5%)
Hewlett-Packard Co.		190,707		8,028,765


IT Services (5.9%)
Accenture PLC, Class A		754,754		36,598,021
IBM Corp.		215,852		31,678,440
Mastercard, Inc., Class A (a)		55,427		12,421,745
Western Union Co. (The)		487,434		9,051,649

Total				89,749,855


Semiconductors & Semiconductor Equipment (1.4%)
Intel Corp.		1,021,435		21,480,778


Software (2.0%)
Oracle Corp.		1,000,427		31,313,365

TOTAL INFORMATION TECHNOLOGY				163,915,176

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 245

Portfolio of Investments (continued) VP – MFS Value Fund


Issuer	Shares		Value

Common Stocks (continued)
MATERIALS (3.5%)

Chemicals (3.5%)
Air Products & Chemicals, Inc.		185,145		$16,838,938
PPG Industries, Inc. (a)		212,872		17,896,149
Sherwin-Williams Co. (The) (a)		220,720		18,485,300

Total				53,220,387


TOTAL MATERIALS				53,220,387


TELECOMMUNICATION SERVICES (4.2%)

Diversified Telecommunication Services (2.9%)
AT&T, Inc.		1,517,025		44,570,194


Wireless Telecommunication Services (1.3%)
Vodafone Group PLC		8,036,519		20,776,982

TOTAL TELECOMMUNICATION SERVICES				65,347,176


UTILITIES (2.9%)

Electric Utilities (0.7%)
Entergy Corp.		70,535		4,995,994
PPL Corp. (a)		192,846		5,075,707

Total				10,071,701


Multi-Utilities (2.2%)
Dominion Resources, Inc.		171,025		7,306,188
PG&E Corp.		348,463		16,670,470
Public Service Enterprise Group, Inc. (a)		311,218		9,899,844

Total				33,876,502


TOTAL UTILITIES				43,948,203


Total Common Stocks
(Cost: $1,342,724,684)			$	1,509,863,340


Convertible Preferred Stocks (0.3%)


Energy (0.1%)

Oil, Gas & Consumable Fuels (0.1%)
Apache Corp., 6.000% (a)		39,130	$	2,597,254

TOTAL ENERGY				2,597,254


Utilities (0.2%)

Electric Utilities (0.2%)
PPL Corp., 9.500%		48,000		2,634,192

TOTAL UTILITIES				2,634,192


Total Convertible Preferred Stocks
(Cost: $4,473,125)			$	5,231,446


	Shares		Value

Money Market Fund (1.2%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		18,185,654	$	18,185,654


Total Money Market Fund
(Cost: $18,185,654)			$	18,185,654


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (6.9%)


Asset-Backed Commercial Paper (0.7%)
Antalis US Funding Corp.
01/10/11	0.360%	$	4,999,450	$	4,999,450
Rheingold Securitization
02/16/11	0.521%		4,993,356		4,993,356

Total					9,992,806


Certificates of Deposit (3.6%)
Barclays Bank PLC
02/23/11	0.425%		6,000,000		6,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		4,000,000		4,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		5,000,000		5,000,000
KBC Bank NV
01/20/11	0.450%		6,000,000		6,000,000
La Banque Postale
02/17/11	0.365%		2,000,000		2,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		5,000,022		5,000,022
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		5,000,000		5,000,000
Norinchukin Bank
02/08/11	0.330%		2,000,000		2,000,000
02/14/11	0.330%		5,000,000		5,000,000
Societe Generale
02/17/11	0.310%		4,996,042		4,996,042
Sumitomo Mitsui Banking Corp.
01/12/11	0.300%		5,000,000		5,000,000
United Overseas Bank Ltd.
01/18/11	0.330%		5,000,000		5,000,000

Total					54,996,064


Commercial Paper (0.4%)
Macquarie Bank Ltd.
02/09/11	0.375%		5,994,688		5,994,688


Repurchase Agreements (2.2%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $10,002,583 (e)
	0.300%		10,000,000		10,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $1,406,053 (e)
	0.170%		1,406,033		1,406,033
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $20,000,833 (e)
	0.500%		20,000,000		20,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $3,000,113 (e)
	0.450%		3,000,000		3,000,000

Total					34,406,033


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $105,389,591)				$	105,389,591


Total Investments
(Cost: $1,470,773,054)				$	1,638,670,031
Other Assets & Liabilities, Net					(104,117,597)


Net Assets				$	1,534,552,434

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

interest income

Value

Columbia Short-Term Cash Fund

$11,536

$1,131,191,512

$(1,113,017,394

)

$—

$18,185,654

$59,239

$18,185,654


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

See accompanying Notes to Financial Statements.

246 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$50,397
Archer Daniels		518,468
ASB Finance Ltd		614,243
Banco Bilbao Vizcaya		1,658,123
Banco Bilbao Vizcaya Argentaria/New York NY		24,519
BP Capital Markets		308,146
BPCE		221,541
Central American Bank		1,920
Commonwealth Bank of Australia		311,935
Credit Agricole NA		512
Danske Corp		767,411
Electricite De France		1,270,764
European Investment Bank		1,709,846
Gdz Suez		263,954
Golden Funding Corp		18,171
Ing (US) Funding LLC		80
Natexis Banques		197,337
Nationwide Building		1,230,262
Natixis NY		96,000
Natixis US Finance Co.		1,600
Prudential PLC		371,140
Silver Tower US Fund		4,800
Skandin Ens Banken		48,037
Societe Gen No Amer		799,593
Societe Generale NY		10,400
UBS Ag Stamford		801

Total market value of collateral securities		$10,500,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$1,434,154

Total market value of collateral securities		$1,434,154



Nomura Securities (0.500%)
Security description	Value
Fannie Mae Pool		$9,133,659
Freddie Mac Gold Pool		11,266,341

Total market value of collateral securities		$20,400,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 247

Portfolio of Investments (continued) VP – MFS Value Fund

Notes to Portfolio of Investments (continued)


Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$1,557,918
Fannie Mae REMICS		351,276
Freddie Mac Gold Pool		133,255
Freddie Mac REMICS		463,642
Ginnie Mae I Pool		118,675
Government National Mortgage Association		435,234

Total market value of collateral securities		$3,060,000

Abbreviation Legend


ADR		American Depositary Receipt

See accompanying Notes to Financial Statements.

248 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 249

Portfolio of Investments (continued) VP – MFS Value Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$93,156,025		$—		$—		$93,156,025
Consumer Staples		147,274,387		41,948,064		—		189,222,451
Energy		162,269,926		—		—		162,269,926
Financials		349,002,917		—		—		349,002,917
Health Care		173,766,302		13,614,420		—		187,380,722
Industrials		202,400,357		—		—		202,400,357
Information Technology		163,915,176		—		—		163,915,176
Materials		53,220,387		—		—		53,220,387
Telecommunication Services		44,570,194		20,776,982		—		65,347,176
Utilities		43,948,203		—		—		43,948,203
Convertible Preferred Stocks
Energy		—		2,597,254		—		2,597,254
Utilities		—		2,634,192		—		2,634,192

Total Equity Securities		1,433,523,874		81,570,912		—		1,515,094,786

Other
Affiliated Money Market Fund(c)		18,185,654		—		—		18,185,654
Investments of Cash Collateral Received for Securities on Loan		—		105,389,591		—		105,389,591

Total Other		18,185,654		105,389,591		—		123,575,245

Total		$1,451,709,528		$186,960,503		$—		$1,638,670,031


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

250 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – Marsico Growth Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (97.9%)


CONSUMER DISCRETIONARY (25.7%)

Automobiles (1.2%)
Ford Motor Co. (a)(b)		1,154,232	$	19,379,555


Hotels, Restaurants & Leisure (9.4%)
McDonald’s Corp.		818,180		62,803,497
Starbucks Corp.		145,150		4,663,669
Starwood Hotels & Resorts Worldwide, Inc. (a)		787,583		47,869,295
Wynn Resorts Ltd. (a)		117,596		12,211,169
Yum! Brands, Inc.		451,383		22,140,336

Total				149,687,966


Internet & Catalog Retail (6.8%)
Amazon.com, Inc. (b)		382,448		68,840,640
priceline.com, Inc. (a)(b)		97,241		38,852,641

Total				107,693,281


Multiline Retail (1.2%)
Nordstrom, Inc. (a)		472,020		20,004,208


Specialty Retail (3.7%)
Tiffany & Co. (a)		456,341		28,416,354
TJX Companies, Inc. (a)		697,214		30,949,329

Total				59,365,683


Textiles, Apparel & Luxury Goods (3.4%)
Nike, Inc., Class B		628,330		53,671,949

TOTAL CONSUMER DISCRETIONARY				409,802,642


CONSUMER STAPLES (2.0%)

Food Products (0.9%)
Mead Johnson Nutrition Co.		220,329		13,715,480


Personal Products (1.1%)
Estee Lauder Companies, Inc. (The), Class A (a)		219,934		17,748,674

TOTAL CONSUMER STAPLES				31,464,154


ENERGY (5.7%)

Energy Equipment & Services (0.8%)
Halliburton Co.		316,478		12,921,797


Oil, Gas & Consumable Fuels (4.9%)
Anadarko Petroleum Corp.		633,939		48,280,794
EOG Resources, Inc. (a)		318,160		29,083,006

Total				77,363,800


TOTAL ENERGY				90,285,597


FINANCIALS (14.1%)

Capital Markets (2.9%)
Goldman Sachs Group, Inc. (The)		276,200		46,445,792


Commercial Banks (8.6%)
PNC Financial Services Group, Inc.		676,105		41,053,096
U.S. Bancorp		2,163,353		58,345,630
Wells Fargo & Co.		1,219,891		37,804,422

Total				137,203,148


Diversified Financial Services (2.6%)
Citigroup, Inc. (b)		8,541,463		40,401,120

TOTAL FINANCIALS				224,050,060


INDUSTRIALS (12.8%)

Aerospace & Defense (2.8%)
General Dynamics Corp.		292,524		20,757,503
Precision Castparts Corp. (a)		176,464		24,565,554

Total				45,323,057


Air Freight & Logistics (1.3%)
FedEx Corp. (a)		228,805		21,281,153


Machinery (4.3%)
Cummins, Inc. (a)		194,512		21,398,265
Danaher Corp. (a)		606,346		28,601,341
Eaton Corp.		175,654		17,830,638

Total				67,830,244


Road & Rail (4.4%)
Union Pacific Corp.		748,640		69,368,982

TOTAL INDUSTRIALS				203,803,436


INFORMATION TECHNOLOGY (16.9%)

Communications Equipment (0.5%)
F5 Networks, Inc. (b)		58,613		7,629,068


Computers & Peripherals (5.4%)
Apple, Inc. (b)		268,497		86,606,392


Internet Software & Services (2.9%)
Baidu, Inc., ADR (b)		480,296		46,362,973


Semiconductors & Semiconductor Equipment (2.4%)
Broadcom Corp., Class A (a)		885,015		38,542,403


Software (5.7%)
Oracle Corp.		1,856,132		58,096,932
Salesforce.com, Inc. (a)(b)		241,855		31,924,860

Total				90,021,792


TOTAL INFORMATION TECHNOLOGY				269,162,628


MATERIALS (19.5%)

Chemicals (14.5%)
Dow Chemical Co. (The) (a)		2,176,512		74,306,120
Monsanto Co.		914,973		63,718,720
PPG Industries, Inc.		475,579		39,981,926
Praxair, Inc. (a)		554,330		52,921,885

Total				230,928,651


Metals & Mining (5.0%)
BHP Billiton PLC, ADR (a)		694,276		55,889,218
Freeport-McMoRan Copper & Gold, Inc. (a)		190,278		22,850,485

Total				78,739,703


TOTAL MATERIALS				309,668,354


TELECOMMUNICATION SERVICES (1.2%)

Wireless Telecommunication Services (1.2%)
American Tower Corp., Class A (b)		369,119		19,061,305

TOTAL TELECOMMUNICATION SERVICES				19,061,305


Total Common Stocks
(Cost: $1,286,809,033)			$	1,557,298,176


Preferred Stocks (0.4%)


FINANCIALS (0.4%)

Commercial Banks (0.4%)
Wells Fargo & Co. 8.000%		237,875	$	6,467,821

TOTAL FINANCIALS				6,467,821


Total Preferred Stocks
(Cost: $6,463,064)			$	6,467,821


	Shares		Value

Money Market Fund (1.7%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		26,447,583	$	26,447,583


Total Money Market Fund
(Cost: $26,447,583)			$	26,447,583


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (19.3%)


Asset-Backed Commercial Paper (1.4%)
Antalis US Funding Corp.
01/10/11	0.360%	$	4,999,450	$	4,999,450
Belmont Funding LLC
01/18/11	0.500%		1,999,389		1,999,389
Rheingold Securitization
01/25/11	0.551%		9,985,944		9,985,944
Royal Park Investments Funding Corp.
03/25/11	0.501%		4,993,542		4,993,542

Total					21,978,325


Certificates of Deposit (10.1%)
Barclays Bank PLC
02/23/11	0.425%		7,000,000		7,000,000
Clydesdale Bank PLC
01/21/11	0.370%		5,000,000		5,000,000
Credit Industrial et Commercial
02/22/11	0.395%		13,000,000		13,000,000
DZ Bank AG
01/18/11	0.345%		1,998,812		1,998,812
02/10/11	0.400%		9,000,000		9,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		5,000,000		5,000,000
02/09/11	0.300%		5,000,000		5,000,000
02/17/11	0.300%		5,000,000		5,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		5,000,000		5,000,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 251

Portfolio of Investments (continued) VP – Marsico Growth Fund


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)

Certificates of Deposit (cont.)
KBC Bank NV
01/24/11	0.450%		$10,000,000		$10,000,000
La Banque Postale
02/17/11	0.365%		10,000,000		10,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		12,000,053		12,000,053
Mitsubishi UFJ Trust and Banking Corp.
01/06/11	0.330%		10,000,000		10,000,000
02/22/11	0.320%		5,000,000		5,000,000
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		5,000,000		5,000,000
Natixis
03/07/11	0.440%		12,000,000		12,000,000
Norinchukin Bank
01/25/11	0.330%		2,000,000		2,000,000
02/08/11	0.330%		3,000,000		3,000,000
Societe Generale
02/17/11	0.310%		9,992,084		9,992,084
Sumitomo Mitsui Banking Corp.
01/12/11	0.300%		9,000,000		9,000,000
Sumitomo Trust & Banking Co., Ltd.
02/04/11	0.400%		5,000,000		5,000,000
02/18/11	0.345%		3,500,300		3,500,300
United Overseas Bank Ltd.
01/18/11	0.330%		8,000,000		8,000,000

Total					160,491,249


Commercial Paper (1.6%)
Macquarie Bank Ltd.
02/09/11	0.375%		9,991,146		9,991,146
Suncorp Metway Ltd.
01/10/11	0.400%		14,994,500		14,994,500

Total					24,985,646


Other Short-Term Obligations (0.2%)
Goldman Sachs Group, Inc. (The)
01/14/11	0.350%		4,000,000		4,000,000


Repurchase Agreements (6.0%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $15,003,875 (e)
	0.300%		15,000,000		15,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $5,000,167 (e)
	0.400%		5,000,000		5,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $14,000,187 (e)
	0.160%		14,000,000		14,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $7,316,353 (e)
	0.170%		7,316,249		7,316,249
Natixis Financial Products, Inc. dated 12/31/10, matures 01/03/11, repurchase price $30,000,875 (e)
	0.350%		30,000,000		30,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $15,000,563 (e)
	0.450%		15,000,000		15,000,000
RBS Securities, Inc. (e) dated 08/18/10, matures 02/04/11, repurchase price $5,001,458
	0.300%		5,000,000		5,000,000
dated 12/31/10, matures 01/03/11 repurchase price $5,000,125
	0.300%		5,000,000		5,000,000

Total					96,316,249


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $307,771,469)				$	307,771,469


Total Investments
(Cost: $1,627,491,149)				$	1,897,985,049
Other Assets & Liabilities, Net					(307,121,672)


Net Assets				$	1,590,863,377

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

interest income

Value

Columbia Short-Term Cash Fund

$12,500

$1,620,422,063

$(1,593,986,980

)

$—

$26,447,583

$112,197

$26,447,583


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$75,595
Archer Daniels		777,702
ASB Finance Ltd		921,365
Banco Bilbao Vizcaya		2,487,184
Banco Bilbao Vizcaya Argentaria/New York NY		36,779
BP Capital Markets		462,219
BPCE		332,312
Central American Bank		2,880

See accompanying Notes to Financial Statements.

252 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value
Commonwealth Bank of Australia		$467,902
Credit Agricole NA		767
Danske Corp		1,151,117
Electricite De France		1,906,146
European Investment Bank		2,564,769
Gdz Suez		395,932
Golden Funding Corp		27,257
Ing (US) Funding LLC		120
Natexis Banques		296,006
Nationwide Building		1,845,392
Natixis NY		143,999
Natixis US Finance Co		2,400
Prudential PLC		556,711
Silver Tower US Fund		7,200
Skandin Ens Banken		72,055
Societe Gen No Amer		1,199,390
Societe Generale NY		15,599
UBS Ag Stamford		1,202

Total market value of collateral securities		$15,750,000



Cantor Fitzgerald &Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271
Government National Mortgage Association		109,545
United States Treasury Inflation Indexed Bonds		15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 253

Portfolio of Investments (continued) VP – Marsico Growth Fund

Notes to Portfolio of Investments (continued)


Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$69,550
Fannie Mae REMICS		4,703,976
Fannie Mae Whole Loan		119,666
Fannie Mae-Aces		9,138
Freddie Mac Reference REMIC		325,951
Freddie Mac REMICS		7,186,564
Government National Mortgage Association		1,865,155

Total market value of collateral securities		$14,280,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$7,462,574

Total market value of collateral securities		$7,462,574



Natixis Financial Products, Inc. (0.350%)
Security description	Value
Fannie Mae Interest Strip		$1,376,698
Fannie Mae Pool		543,486
Fannie Mae REMICS		10,552,151
Freddie Mac Gold Pool		110,685
Freddie Mac Non Gold Pool		142,383
Freddie Mac REMICS		12,299,933
Freddie Mac Strips		1,024,605
Government National Mortgage Association		127,010
United States Treasury Note/Bond		4,423,941

Total market value of collateral securities		$30,600,892



Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$7,789,589
Fannie Mae REMICS		1,756,381
Freddie Mac Gold Pool		666,276
Freddie Mac REMICS		2,318,208
Ginnie Mae I Pool		593,376
Government National Mortgage Association		2,176,170

Total market value of collateral securities		$15,300,000



RBS Securities, Inc. (0.300%)
Security description	Value
Fannie Mae REMICS		$2,628,277
Fannie Mae Whole Loan		6,471
Freddie Mac REMICS		2,465,322

Total market value of collateral securities		$5,100,070

See accompanying Notes to Financial Statements.

254 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


RBS Securities (0.300%)
Security description	Value
Amortizing Residential Collateral Trust		$183,265
Capital One Multi-Asset Execution Trust		670,493
Chase Issuance Trust		179,724
Citibank Credit Card Issuance Trust		419,853
Citibank Omni Master Trust		405,725
Discover Card Master Trust I		244,842
First Franklin Mortgage Loan Asset Backed Certificates		148,159
First National Master Note Trust		220,728
Ford Credit Auto Owner Trust		38,229
Freddie Mac Gold Pool		410,475
GS Mortgage Securities Corp II		166,790
HSBC Home Equity Loan Trust		469,502
Merrill Lynch/Countrywide Commercial Mortgage Trust		509,285
Nelnet Student Loan Trust		210,445
SLC Student Loan Trust		337,036
SLM Student Loan Trust		512,250
Structured Asset Investment Loan Trust		37,788
Wells Fargo Home Equity Trust		73,366

Total market value of collateral securities		$5,237,955

Abbreviation Legend


ADR		American Depositary Receipt

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 255

Portfolio of Investments (continued) VP – Marsico Growth Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

256 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$409,802,642		$—		$—		$409,802,642
Consumer Staples		31,464,154		—		—		31,464,154
Energy		90,285,597		—		—		90,285,597
Financials		224,050,060		—		—		224,050,060
Industrials		203,803,436		—		—		203,803,436
Information Technology		269,162,628		—		—		269,162,628
Materials		309,668,354		—		—		309,668,354
Telecommunication Services		19,061,305		—		—		19,061,305
Preferred Stocks
Financials		6,467,821		—		—		6,467,821

Total Equity Securities		1,563,765,997		—		—		1,563,765,997

Other
Affiliated Money Market Fund(c)		26,447,583		—		—		26,447,583
Investments of Cash Collateral Received for Securities on Loan		—		307,771,469		—		307,771,469

Total Other		26,447,583		307,771,469		—		334,219,052

Total		$1,590,213,580		$307,771,469		$—		$1,897,985,049


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 257

Portfolio of Investments

VP – Mondrian International Small Cap Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (98.0%)


AUSTRALIA (6.5%)
Commonwealth Property Office Fund (a)		9,647,677	$	8,181,336
David Jones Ltd. (a)		932,946		4,251,231
Transfield Services Ltd. (a)		2,104,421		7,224,291

Total				19,656,858


CANADA (3.6%)
Morguard Real Estate Investment Trust		140,700		2,075,092
Northern Property Real Estate Investment Trust		105,800		3,067,712
Pason Systems, Inc. (a)		413,650		5,789,607

Total				10,932,411


FRANCE (10.1%)
Boiron SA		54,565		2,079,591
Euler Hermes SA (b)		22,378		2,134,429
Fimalac (a)		30,632		1,311,183
IPSOS		88,410		4,197,984
Mersen		109,625		5,026,552
Neopost SA (a)		82,465		7,187,597
Nexans SA (a)		89,298		7,026,329
Rubis		12,360		1,439,966

Total				30,403,631


GERMANY (11.5%)
Bilfinger Berger SE		73,746		6,163,839
ElringKlinger AG		74,937		2,583,147
Fielmann AG (a)		32,334		3,074,962
GFK SE		67,555		3,339,952
MTU Aero Engines Holding AG		48,088		3,212,071
QIAGEN NV (a)(b)		185,766		3,633,097
Rational AG (a)		12,426		2,747,472
Symrise AG		251,413		6,874,530
Wincor Nixdorf AG		37,602		3,064,583

Total				34,693,653


HONG KONG (5.0%)
AMVIG Holdings Ltd.		5,180,000		4,352,213
Arts Optical International Holdings		2,064,000		982,604
ASM Pacific Technology Ltd. (a)		440,700		5,571,124
Fong’s Industries Co., Ltd.		2,452,000		1,549,063
Pacific Basin Shipping Ltd.		3,773,000		2,509,832

Total				14,964,836


IRELAND (0.7%)
Glanbia PLC		448,467		2,206,799


JAPAN (12.6%)
Ariake Japan Co., Ltd. (a)		176,700		2,987,708
FCC Co., Ltd.		279,600		6,496,323
Hogy Medical Co., Ltd.		105,000		5,104,920
Horiba Ltd. (a)		166,400		4,704,796
Miraca Holdings, Inc.		105,600		4,240,621
Miura Co., Ltd. (a)		72,000		1,918,510
Nifco, Inc. (a)		233,200		6,302,669
Shimano, Inc. (a)		27,900		1,414,895
Taiyo Manufacturing Co., Ltd.		70,700		2,260,445
Ushio, Inc. (a)		141,100		2,680,197

Total				38,111,084


NETHERLANDS (5.6%)
Fugro NV-CVA		75,556		6,211,701
Koninklijke Boskalis Westminster NV		170,181		8,121,678
SBM Offshore NV		117,908		2,642,489

Total				16,975,868


NEW ZEALAND (3.4%)
Auckland International Airport Ltd.		1,332,155		2,260,839
Fisher & Paykel Healthcare Corp., Ltd.		1,937,310		4,690,487
Sky City Entertainment Group Ltd.		1,309,036		3,301,833

Total				10,253,159


NORWAY (0.7%)
Farstad Shipping ASA		70,806		2,128,717


SINGAPORE (11.0%)
Ascendas Real Estate Investment Trust		2,625,000		4,240,148
CapitaMall Trust		4,882,000		7,428,716
Hyflux Ltd. (a)		2,334,500		4,226,329
SATS Ltd.		1,971,000		4,429,559
SIA Engineering Co., Ltd.		1,812,000		5,981,085
SMRT Corp., Ltd.		1,324,864		2,098,692
StarHub Ltd.		2,356,000		4,835,178

Total				33,239,707


SPAIN (0.9%)
Prosegur Cia de Seguridad SA		47,177		2,661,638


SWEDEN (1.0%)
AF AB, Series B (a)		146,697		3,052,142


UNITED KINGDOM (25.4%)
Bodycote PLC		533,865		2,335,872
Cobham PLC		326,578		1,036,290
Croda International PLC		303,484		7,647,282
De La Rue PLC (a)		374,041		4,779,672
Diploma PLC		629,743		2,724,936
Greene King PLC		211,738		1,582,803
Halma PLC		579,042		3,241,414
Interserve PLC		745,594		2,685,619
Laird PLC		1,291,187		3,491,147
Rexam PLC		1,539,195		7,985,027
Rotork PLC		306,645		8,740,616
Serco Group PLC		281,690		2,439,975
Spectris PLC		250,903		5,129,069
Spirax-Sarco Engineering PLC		48,910		1,474,973
TT electronics PLC		826,469		2,216,588
Ultra Electronics Holdings PLC		165,504		4,376,877
Victrex PLC		170,262		3,937,212
Weir Group PLC (The)		388,744		10,789,807

Total				76,615,179


Total Common Stocks
(Cost: $235,228,369)			$	295,895,682


	Shares		Value

Money Market Fund (2.1%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		6,249,441	$	6,249,441


Total Money Market Fund
(Cost: $6,249,441)			$	6,249,441


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (8.3%)


Certificates of Deposit (1.0%)
Credit Industrial et Commercial
02/22/11	0.395%	$	1,000,000	$	1,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		1,000,000		1,000,000
KBC Bank NV
01/20/11	0.450%		1,000,000		1,000,000

Total					3,000,000


Repurchase Agreements (7.3%)
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $10,000,333 (e)
	0.400%		10,000,000		10,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $7,000,093 (e)
	0.160%		7,000,000		7,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $8,177,480 (e)
	0.170%		5,038,027		5,038,027

Total					22,038,027


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $25,038,027)				$	25,038,027


Total Investments
(Cost: $266,515,837)				$	327,183,150
Other Assets & Liabilities, Net					(25,287,984)


Net Assets				$	301,895,166

See accompanying Notes to Financial Statements.

258 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Summary of Investments in Securities by Industry

The following table represents the portfolio investments of the Fund by industry classifications as a percentage of net assets at December 31, 2010:


	Percentage of
Industry	net assets			Value
Aerospace & Defense		2.9	%		$8,625,238
Auto Components		5.1			15,382,139
Chemicals		6.9			20,719,470
Commercial Services & Supplies		5.7			17,105,577
Computers & Peripherals		1.0			3,064,582
Construction & Engineering		5.6			16,971,135
Containers & Packaging		4.1			12,337,240
Diversified Financial Services		0.4			1,311,183
Electrical Equipment		4.9			14,733,078
Electronic Equipment, Instruments & Components		7.1			21,507,949
Energy Equipment & Services		5.6			16,772,515
Food Products		1.7			5,194,507
Gas Utilities		0.5			1,439,966
Health Care Equipment & Supplies		3.2			9,795,407
Health Care Providers & Services		1.4			4,240,621
Hotels, Restaurants & Leisure		1.6			4,884,635
Insurance		0.7			2,134,429
Leisure Equipment & Products		0.5			1,414,895
Life Sciences Tools & Services		1.2			3,633,097
Machinery		9.8			29,556,313
Marine		0.8			2,509,831
Media		2.5			7,537,937
Multiline Retail		1.4			4,251,231
Office Electronics		2.4			7,187,597
Pharmaceuticals		0.7			2,079,591
Professional Services		1.0			3,052,142
Real Estate Investment Trusts (REITs)		8.3			24,993,004
Road & Rail		0.7			2,098,692
Semiconductors & Semiconductor Equipment		1.8			5,571,124
Specialty Retail		1.0			3,074,962
Textiles, Apparel & Luxury Goods		0.3			982,604
Transportation Infrastructure		4.2			12,671,483
Water Utilities		1.4			4,226,329
Wireless Telecommunication Services		1.6			4,835,179
Other ⁽¹⁾		10.4			31,287,468

Total					$327,183,150


⁽¹⁾		Cash & Cash Equivalents.

Investments in Derivatives

Forward Foreign Currency Exchange Contracts Open at December 31, 2010


			Currency to			Currency to			Unrealized		Unrealized
Counterparty	Exchange date		be delivered			be received			appreciation		depreciation
Jackson Partners & Associates Inc.		January 4, 2011		100,686			129,893			$674		$—
				(USD	)		(SGD	)

Jackson Partners & Associates Inc.		January 5, 2011		43,715			58,487			48		—
				(EUR	)		(USD	)

Jackson Partners & Associates Inc.		January 6, 2011		474,209			38,718,463			2,846		—
				(USD	)		(JPY	)

Total										$3,568		$—

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 259

Portfolio of Investments (continued) VP – Mondrian International Small Cap Fund

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(d)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

lain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$11,535

$232,630,007

$(226,392,101

)

$—

$6,249,441

$18,791

$6,249,441


(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$320,311
Fannie Mae Pool		874,788
Fannie Mae Principal Strip		10,461
Fannie Mae REMICS		586,397
Federal Farm Credit Bank		545,370
Federal Home Loan Banks		977,074
Federal Home Loan Mortgage Corp		73,306
Federal National Mortgage Association		847,192
FHLMC Structured Pass Through Securities		346,798
Freddie Mac Non Gold Pool		839,719
Freddie Mac Reference REMIC		5,651
Freddie Mac REMICS		515,393
Freddie Mac Strips		151,984
Ginnie Mae I Pool		98,236
Ginnie Mae II Pool		544,541
Government National Mortgage Association		219,090
United States Treasury Inflation Indexed Bonds		30,114
United States Treasury Note/Bond		2,393,049
United States Treasury Strip Coupon		715,272
United States Treasury Strip Principal		105,254

Total market value of collateral securities		$10,200,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$34,775
Fannie Mae REMICS		2,351,988
Fannie Mae Whole Loan		59,832
Fannie Mae-Aces		4,569
Freddie Mac Reference REMIC		162,976
Freddie Mac REMICS		3,593,282
Government National Mortgage Association		932,578

Total market value of collateral securities		$7,140,000

See accompanying Notes to Financial Statements.

260 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$5,138,787

Total market value of collateral securities		$5,138,787

Abbreviation Legend


EUR		European Monetary Unit
JPY		Japanese Yen
SGD		Singapore Dollar

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 261

Portfolio of Investments (continued) VP – Mondrian International Small Cap Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

262 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$—		$37,528,404		$—		$37,528,404
Consumer Staples		—		5,194,507		—		5,194,507
Energy		5,789,607		10,982,908		—		16,772,515
Financials		5,142,804		23,295,811		—		28,438,615
Health Care		—		19,748,716		—		19,748,716
Industrials		—		107,323,489		—		107,323,489
Information Technology		—		37,331,253		—		37,331,253
Materials		—		33,056,710		—		33,056,710
Telecommunication Services		—		4,835,178		—		4,835,178
Utilities		—		5,666,295		—		5,666,295

Total Equity Securities		10,932,411		284,963,271		—		295,895,682

Other
Affiliated Money Market Fund(c)		6,249,441		—		—		6,249,441
Investments of Cash Collateral Received for Securities on Loan		—		25,038,027		—		25,038,027

Total Other		6,249,441		25,038,027		—		31,287,468

Investments in Securities		17,181,852		310,001,298		—		327,183,150
Derivatives(d)
Assets
Forward Foreign Currency Exchange Contracts		—		3,568		—		3,568

Total		$17,181,852		$310,004,866		$—		$327,186,718


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 263

Portfolio of Investments

VP – Morgan Stanley Global Real Estate Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (96.9%)


AUSTRALIA (8.1%)
CFS Retail Property Trust		1,275,138	$	2,292,943
Commonwealth Property Office Fund (a)		1,241,173		1,052,528
Dexus Property Group		401,519		326,134
GPT Group (a)		964,083		2,895,910
Mirvac Group		1,039,840		1,301,446
Stockland		1,277,795		4,699,883
Westfield Group		1,337,873		13,094,947
Westfield Retail Trust (b)		1,657,055		4,351,043

Total				30,014,834


AUSTRIA (—%)
Conwert Immobilien Invest SE		10,554		151,648


BELGIUM (0.1%)
Befimmo SCA Sicafi		5,409		443,245


BRAZIL (0.5%)
BR Malls Participacoes SA		67,900		699,031
BR Properties SA		87,400		955,559

Total				1,654,590


CANADA (1.2%)
Boardwalk Real Estate Investment Trust		29,600		1,224,183
Extendicare Real Estate Investment Trust		29,730		273,633
RioCan Real Estate Investment Trust		141,160		3,113,615

Total				4,611,431


CHINA (0.9%)
Guangzhou R&F Properties Co., Ltd., Series H (a)		2,018,400		2,887,881
Shimao Property Holdings Ltd. (a)		344,000		519,629

Total				3,407,510


FINLAND (0.2%)
Citycon OYJ		127,297		524,171
Sponda OYJ (a)		29,901		155,304

Total				679,475


FRANCE (4.3%)
Fonciere Des Regions		8,736		845,508
Gecina SA		4,822		530,575
ICADE		19,267		1,966,480
Klepierre		62,209		2,244,931
Mercialys SA		14,885		559,141
Societe de la Tour Eiffel		3,154		244,417
Societe Immobiliere de Location pour l’Industrie et le Commerce		4,766		590,418
Unibail-Rodamco SE		44,186		8,742,042

Total				15,723,512


GERMANY (0.4%)
Alstria Office REIT-AG		58,880		801,276
Deutsche Euroshop AG		19,606		745,297

Total				1,546,573


HONG KONG (20.1%)
Agile Property Holdings Ltd. (a)		142,000		209,017
China Overseas Land & Investment Ltd. (a)		3,296,000		6,098,363
China Resources Land Ltd.		2,952,000		5,393,515
Hang Lung Properties Ltd.		1,123,000		5,252,323
Henderson Land Development Co., Ltd. (a)		614,837		4,192,790
Hongkong Land Holdings Ltd. (a)		1,707,000		12,324,540
Hysan Development Co., Ltd.		713,404		3,359,571
Kerry Properties Ltd.		1,003,000		5,226,647
Poly Hong Kong Investments Ltd.		427,000		417,550
Sino Land Co., Ltd.		381,840		714,353
Sun Hung Kai Properties Ltd.		1,438,000		23,886,490
Wharf Holdings Ltd.		949,000		7,301,879

Total				74,377,038


ITALY (0.4%)
Beni Stabili SpA		1,528,100		1,297,547


JAPAN (11.1%)
Japan Real Estate Investment Corp.		143		1,481,970
Mitsubishi Estate Co., Ltd.		787,000		14,550,090
Mitsui Fudosan Co., Ltd.		627,000		12,465,341
Nippon Building Fund, Inc.		186		1,906,892
NTT Urban Development Corp.		892		875,980
Sumitomo Realty & Development Co., Ltd.		406,000		9,662,160

Total				40,942,433


JERSEY (0.1%)
Atrium European Real Estate Ltd.		34,953		205,072


NETHERLANDS (1.2%)
Corio NV		35,894		2,303,909
Eurocommercial Properties NV		35,356		1,628,005
VastNed Retail NV		2,373		164,892
Wereldhave NV		4,382		427,975

Total				4,524,781


SINGAPORE (3.3%)
CapitaCommercial Trust (a)		574,000		671,869
CapitaLand Ltd.		1,826,000		5,286,352
CapitaMall Trust		249,000		378,892
CapitaMalls Asia Ltd. (a)		388,000		587,374
City Developments Ltd.		253,000		2,479,657
Keppel Land Ltd.		601,000		2,251,112
Suntec Real Estate Investment Trust		579,000		677,721

Total				12,332,977


SWEDEN (0.5%)
Atrium Ljungberg AB, Series B (a)		26,965		347,456
Castellum AB		16,322		222,672
Hufvudstaden AB, Series A		116,515		1,364,383

Total				1,934,511


SWITZERLAND (1.0%)
PSP Swiss Property AG (a)(b)		35,749		2,869,770
Swiss Prime Site AG (b)		10,030		749,671

Total				3,619,441


UNITED KINGDOM (7.3%)
Big Yellow Group PLC		230,751		1,260,775
British Land Co. PLC		475,825		3,891,551
Capital & Counties Properties PLC		95,250		223,825
Capital & Regional PLC (b)		958,326		481,918
Capital Shopping Centres Group PLC		227,703		1,482,720
Derwent London PLC		58,038		1,412,685
Development Securities PLC		123,771		434,242
Grainger PLC		717,058		1,181,841
Great Portland Estates PLC		125,670		707,014
Hammerson PLC		504,981		3,285,105
Land Securities Group PLC		434,552		4,567,006
LXB Retail Properties PLC (b)		548,130		844,016
Metric Property Investments PLC (b)		240,621		403,341
Minerva PLC (b)		344,305		425,473
Quintain Estates & Development PLC (b)		897,934		588,063
Safestore Holdings PLC		596,291		1,208,736
Segro PLC		429,384		1,917,559
Shaftesbury PLC		60,836		424,980
ST Modwen Properties PLC		361,954		931,252
Unite Group PLC (b)		438,767		1,327,974

Total				27,000,076


UNITED STATES (36.2%)
Acadia Realty Trust (a)		82,360		1,502,246
AMB Property Corp. (a)		124,550		3,949,480
American Campus Communities, Inc.		8,350		265,196
Assisted Living Concepts, Inc., Class A (a)(b)		42,545		1,383,989
AvalonBay Communities, Inc.		45,478		5,118,549
BioMed Realty Trust, Inc. (a)		13,398		249,873
Boston Properties, Inc. (a)		73,585		6,335,668
BRE Properties, Inc. (a)		4,103		178,481
Brookfield Properties Corp.		260,737		4,570,720
Camden Property Trust (a)		76,350		4,121,373
CommonWealth REIT (a)		22,901		584,205
Coresite Realty Corp.		45,050		614,482
Cousins Properties, Inc. (a)		247,407		2,063,372
DCT Industrial Trust, Inc. (a)		171,208		909,114
Digital Realty Trust, Inc. (a)		33,763		1,740,145
Douglas Emmett, Inc. (a)		52,928		878,605
Duke Realty Corp. (a)		39,888		497,004
Equity Lifestyle Properties, Inc. (a)		42,718		2,389,218
Equity Residential		239,193		12,426,076
Federal Realty Investment Trust (a)		24,711		1,925,728

See accompanying Notes to Financial Statements.

264 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Issuer	Shares		Value

Common Stocks (continued)

UNITED STATES (cont.)
Forest City Enterprises, Inc., Class A (a)(b)		311,913		$5,205,828
General Growth Properties, Inc. (a)		225,670		3,493,372
HCP, Inc.		154,835		5,696,380
Healthcare Realty Trust, Inc. (a)		102,838		2,177,080
Host Hotels & Resorts, Inc.		525,335		9,387,736
Hudson Pacific Properties, Inc.		34,930		525,696
Lexington Realty Trust (a)		15,843		125,952
Liberty Property Trust		40,141		1,281,301
Macerich Co. (The)		27,135		1,285,385
Mack-Cali Realty Corp. (a)		93,155		3,079,704
Nationwide Health Properties, Inc. (a)		9,680		352,158
Parkway Properties, Inc. (a)		1,810		31,711
Post Properties, Inc.		14,040		509,652
PS Business Parks, Inc. (a)		9,243		515,020
Public Storage		59,035		5,987,330
Regency Centers Corp. (a)		162,428		6,860,959
Retail Opportunity Investments Corp.		101,105		1,001,951
Senior Housing Properties Trust		80,405		1,764,086
Simon Property Group, Inc.		155,973		15,517,754
Sovran Self Storage, Inc. (a)		8,180		301,106
Starwood Hotels & Resorts Worldwide, Inc. (a)		102,393		6,223,447
Starwood Property Trust, Inc. (a)		73,680		1,582,646
Taubman Centers, Inc. (a)		16,115		813,485
Ventas, Inc.		23,748		1,246,295
Vornado Realty Trust (a)		84,938		7,077,884
Winthrop Realty Trust (a)		33,170		424,244

Total				134,171,686


Total Common Stocks
(Cost: $300,851,678)			$	358,638,380


	Shares		Value

Mutual Fund (0.2%)


LUXEMBOURG
ProLogis European Properties (b)		95,603	$	614,728


Total Mutual Fund
(Cost: $521,855)			$	614,728


Money Market Fund (2.2%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		7,978,394	$	7,978,394


Total Money Market Fund
(Cost: $7,978,394)			$	7,978,394


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (10.0%)


Certificates of Deposit (2.4%)
Barclays Bank PLC
02/23/11	0.425%	$	1,000,000	$	1,000,000
Credit Industrial et Commercial
02/22/11	0.395%		2,000,000		2,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		1,000,000		1,000,000
KBC Bank NV
01/20/11	0.450%		1,000,000		1,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		1,000,005		1,000,005
Norinchukin Bank
01/25/11	0.330%		2,000,000		2,000,000
United Overseas Bank Ltd.
02/22/11	0.340%		1,000,000		1,000,000

Total					9,000,005


Repurchase Agreements (7.6%)
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $5,000,167 (e)
	0.400%		5,000,000		5,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $10,000,133 (e)
	0.160%		10,000,000		10,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $5,911,923 (e)
	0.170%		5,911,839		5,911,839
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11, repurchase price $2,000,042 (e)
	0.250%		2,000,000		2,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,208 (e)
	0.500%		5,000,000		5,000,000

Total					27,911,839


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $36,911,844)				$	36,911,844


Total Investments
(Cost: $346,263,771)				$	404,143,346
Other Assets & Liabilities, Net					(33,897,310)


Net Assets				$	370,246,036

Summary of Investments in Securities by Industry

The following table represents the portfolio investments of the Fund by industry classifications as a percentage of net assets at December 31, 2010:


	Percentage of
Industry	net assets			Value
Health Care Providers & Services		0.4	%		$1,383,989
Hotels, Restaurants & Leisure		1.7			6,223,447
Real Estate Investment Trusts (REITs)		53.0			196,236,684
Real Estate Management & Development		42.0			155,408,988
Other(1)		12.1			44,890,238

Total					$404,143,346


⁽¹⁾		Cash & Cash Equivalents.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 265

Portfolio of Investments (continued) VP – Morgan Stanley Global Real Estate Fund

Summary of Investments in Securities by Industry (continued)

Investments in Derivatives

Forward Foreign Currency Exchange Contracts Open at December 31, 2010


			Currency to			Currency to			Unrealized		Unrealized
Counterparty	Exchange date		be delivered			be received			appreciation		depreciation
State Street Bank & Trust Company		January 4, 2011		42,268,631			513,655			$—		$(7,152	)
				(JPY	)		(USD	)

State Street Bank & Trust Company		January 5, 2011		6,234,103			76,624			—		(188	)
				(JPY	)		(USD	)

CS First Boston NZ		January 6, 2011		5,376,626			65,955			—		(292	)
				(JPY	)		(USD	)

Total										$—		$(7,632	)

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$11,535

$321,975,628

$(314,008,769

)

$—

$7,978,394

$17,857

$7,978,394


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271
Government National Mortgage Association		109,545
United States Treasury Inflation Indexed Bonds		15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000

See accompanying Notes to Financial Statements.

266 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$49,679
Fannie Mae REMICS		3,359,982
Fannie Mae Whole Loan		85,476
Fannie Mae-Aces		6,527
Freddie Mac Reference REMIC		232,822
Freddie Mac REMICS		5,133,260
Government National Mortgage Association		1,332,254

Total market value of collateral securities		$10,200,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$6,030,076

Total market value of collateral securities		$6,030,076



Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$185,131
Federal Home Loan Mortgage Corp		107,788
Federal National Mortgage Association		119,968
Government National Mortgage Association		1,627,119

Total market value of collateral securities		$2,040,006



Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000

Currency Legend


JPY		Japanese Yen

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 267

Portfolio of Investments (continued) VP – Morgan Stanley Global Real Estate Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

268 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other			Level 3
	in active		significant			significant
	markets for		observable			unobservable
Description(a)	identical assets		inputs(b)			inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$6,223,447		$—			$—		$6,223,447
Financials		132,830,270		218,200,674			—		351,030,944
Health Care		1,383,989		—			—		1,383,989

Total Equity Securities		140,437,706		218,200,674			—		358,638,380

Other
Mutual Fund		—		614,728			—		614,728
Affiliated Money Market Fund(c)		7,978,394		—			—		7,978,394
Investments of Cash Collateral Received for Securities on Loan		—		36,911,844			—		36,911,844

Total Other		7,978,394		37,526,572			—		45,504,966

Investments in Securities		148,416,100		255,727,246			—		404,143,346
Derivatives(d)
Liabilities
Forward Foreign Currency Exchange Contracts		—		(7,632	)		—		(7,632	)

Total		$148,416,100		$255,719,614			$—		$404,135,714


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 269

Portfolio of Investments

VP – NFJ Dividend Value Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (95.0%)


CONSUMER DISCRETIONARY (3.0%)

Media (1.2%)
Time Warner, Inc.		584,900	$	18,816,233


Textiles, Apparel & Luxury Goods (1.8%)
VF Corp. (a)		318,700		27,465,566

TOTAL CONSUMER DISCRETIONARY				46,281,799


CONSUMER STAPLES (8.3%)

Food Products (1.8%)
Kraft Foods, Inc., Class A		856,900		27,000,919


Household Products (2.2%)
Kimberly-Clark Corp.		542,600		34,205,504


Tobacco (4.3%)
Altria Group, Inc.		1,423,800		35,053,956
Reynolds American, Inc.		957,200		31,223,864

Total				66,277,820


TOTAL CONSUMER STAPLES				127,484,243


ENERGY (19.1%)

Energy Equipment & Services (3.0%)
Diamond Offshore Drilling, Inc. (a)		695,600		46,514,772


Oil, Gas & Consumable Fuels (16.1%)
Chesapeake Energy Corp. (a)		1,361,000		35,263,510
Chevron Corp.		341,600		31,171,000
ConocoPhillips		927,700		63,176,370
Marathon Oil Corp.		791,600		29,312,948
Royal Dutch Shell PLC, ADR		471,700		31,500,126
Total SA, ADR		1,074,100		57,442,868

Total				247,866,822


TOTAL ENERGY				294,381,594


FINANCIALS (18.0%)

Commercial Banks (4.1%)
PNC Financial Services Group, Inc.		530,800		32,230,176
Wells Fargo & Co.		1,024,200		31,739,958

Total				63,970,134


Insurance (6.4%)
Allstate Corp. (The)		1,134,300		36,161,484
MetLife, Inc.		695,900		30,925,796
Travelers Companies, Inc. (The)		560,300		31,214,313

Total				98,301,593


Real Estate Investment Trusts (REITs) (3.3%)
Annaly Capital Management, Inc. (a)		2,810,300		50,360,576


Thrifts & Mortgage Finance (4.2%)
Hudson City Bancorp, Inc.		2,803,400		35,715,316
New York Community Bancorp, Inc. (a)		1,574,100		29,671,785

Total				65,387,101


TOTAL FINANCIALS				278,019,404


HEALTH CARE (13.5%)

Health Care Equipment & Supplies (3.7%)
Baxter International, Inc.		529,100		26,783,042
Medtronic, Inc.		800,000		29,672,000

Total				56,455,042


Pharmaceuticals (9.8%)
GlaxoSmithKline PLC, ADR (a)		721,200		28,285,464
Johnson & Johnson		477,600		29,539,560
Pfizer, Inc.		3,500,000		61,285,000
Sanofi-Aventis SA, ADR (a)		1,023,100		32,974,513

Total				152,084,537


TOTAL HEALTH CARE				208,539,579


INDUSTRIALS (8.1%)

Aerospace & Defense (3.7%)
Lockheed Martin Corp.		441,700		30,879,247
Northrop Grumman Corp. (a)		409,900		26,553,322

Total				57,432,569


Commercial Services & Supplies (2.1%)
Pitney Bowes, Inc. (a)		74,800		1,808,664
RR Donnelley & Sons Co.		1,739,000		30,380,330

Total				32,188,994


Industrial Conglomerates (2.3%)
General Electric Co.		1,981,100		36,234,319

TOTAL INDUSTRIALS				125,855,882


INFORMATION TECHNOLOGY (11.3%)

Communications Equipment (1.6%)
Harris Corp. (a)		534,300		24,203,790


IT Services (1.9%)
IBM Corp.		194,900		28,603,524


Office Electronics (2.0%)
Xerox Corp.		2,710,800		31,228,416


Semiconductors & Semiconductor Equipment (3.7%)
Intel Corp.		2,754,200		57,920,826


Software (2.1%)
Microsoft Corp.		1,151,300		32,144,296

TOTAL INFORMATION TECHNOLOGY				174,100,852


MATERIALS (4.0%)

Chemicals (1.9%)
Lubrizol Corp.		281,900		30,129,472


Metals & Mining (2.1%)
Freeport-McMoRan Copper & Gold, Inc. (a)		265,200		31,847,868

TOTAL MATERIALS				61,977,340


TELECOMMUNICATION SERVICES (5.9%)

Diversified Telecommunication Services (5.9%)
AT&T, Inc.		1,005,100		29,529,838
CenturyLink, Inc. (a)		732,400		33,814,908
Verizon Communications, Inc.		794,300		28,420,054

Total				91,764,800


TOTAL TELECOMMUNICATION SERVICES				91,764,800


UTILITIES (3.8%)

Electric Utilities (1.9%)
Edison International (a)		768,000		29,644,800


Multi-Utilities (1.9%)
Ameren Corp. (a)		1,021,000		28,781,990

TOTAL UTILITIES				58,426,790


Total Common Stocks
(Cost: $1,296,015,558)			$	1,466,832,283


	Shares		Value

Money Market Fund (5.0%)

Columbia Short-Term Cash Fund, 0.229% (b)(c)		77,230,081	$	77,230,081


Total Money Market Fund
(Cost: $77,230,081)			$	77,230,081


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (11.6%)


Asset-Backed Commercial Paper (0.5%)
Belmont Funding LLC
01/18/11	0.500%	$	4,998,472	$	4,998,472
Rheingold Securitization
02/16/11	0.521%		2,996,013		2,996,013

Total					7,994,485


Certificates of Deposit (7.3%)
Banque et Caisse d’Epargne de l’Etat
02/16/11	0.305%		4,996,106		4,996,106
Commonwealth Bank of Australia (The)
01/03/11	0.180%		5,000,000		5,000,000
DZ Bank AG
01/18/11	0.345%		9,994,062		9,994,062
Den Danske Bank
01/03/11	0.250%		5,000,000		5,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		7,000,000		7,000,000
02/09/11	0.300%		5,000,000		5,000,000
La Banque Postale
02/17/11	0.365%		2,500,000		2,500,000
Landesbank Hessen Thuringen
01/03/11	0.300%		5,000,022		5,000,022
Mitsubishi UFJ Trust and Banking Corp.
02/22/11	0.320%		5,000,000		5,000,000
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		10,000,000		10,000,000
Natixis
03/07/11	0.440%		5,000,000		5,000,000

See accompanying Notes to Financial Statements.

270 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)

Certificates of Deposit (cont.)
Norinchukin Bank
01/25/11	0.330%		$4,000,000		$4,000,000
02/08/11	0.330%		3,000,000		3,000,000
02/14/11	0.330%		4,000,000		4,000,000
Society Generale
01/03/11	0.290%		5,000,000		5,000,000
Sumitomo Mitsui Banking Corp.
01/12/11	0.300%		12,000,000		12,000,000
Sumitomo Trust & Banking Co., Ltd.
02/18/11	0.350%		5,000,000		5,000,000
02/22/11	0.335%		5,000,064		5,000,064
United Overseas Bank Ltd.
01/18/11	0.330%		10,000,000		10,000,000

Total					112,490,254


Commercial Paper (0.6%)
Macquarie Bank Ltd.
02/09/11	0.375%		9,991,146		9,991,146


Other Short-Term Obligations (0.2%)
Goldman Sachs Group, Inc. (The)
01/14/11	0.350%		2,000,000		2,000,000
Natixis Financial Products LLC
01/03/11	0.500%		1,000,000		1,000,000

Total					3,000,000


Repurchase Agreements (3.0%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $10,002,583 (d)
	0.300%		10,000,000		10,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $25,000,833 (d)
	0.400%		25,000,000		25,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $860,460 (d)
	0.170%		860,448		860,448
RBS Securities, Inc. dated 08/18/10, matures 02/04/11, repurchase price $10,002,917 (d)
	0.300%		10,000,000		10,000,000

Total					45,860,448


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $179,336,333)				$	179,336,333


Total Investments
(Cost: $1,552,581,972)				$	1,723,398,697
Other Assets & Liabilities, Net					(178,670,896)


Net Assets				$	1,544,727,801

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

Interest Income

Value

Columbia Short-Term Cash Fund

$11,536

$1,191,045,067

$(1,113,826,522

)

$—

$77,230,081

$78,626

$77,230,081


(c)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(d)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$50,397
Archer Daniels		518,468
ASB Finance Ltd		614,243
Banco Bilbao Vizcaya		1,658,123
Banco Bilbao Vizcaya Argentaria/New York NY		24,519
BP Capital Markets		308,146
BPCE		221,541
Central American Bank		1,920
Commonwealth Bank of Australia		311,935
Credit Agricole NA		512
Danske Corp		767,411
Electricite De France		1,270,764
European Investment Bank		1,709,846
Gdz Suez		263,954
Golden Funding Corp		18,171
Ing (US) Funding LLC		80
Natexis Banques		197,337

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 271

Portfolio of Investments (continued) VP – NFJ Dividend Value Fund

Notes to Portfolio of Investments (continued)


Barclays Capital, Inc. (0.300%) (continued)
Security description	Value
Nationwide Building		$1,230,262
Natixis NY		96,000
Natixis US Finance Co		1,600
Prudential PLC		371,140
Silver Tower US Fund		4,800
Skandin Ens Banken		48,037
Societe Gen No Amer		799,593
Societe Generale NY		10,400
UBS Ag Stamford		801

Total market value of collateral securities		$10,500,000


Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$800,776
Fannie Mae Pool		2,186,969
Fannie Mae Principal Strip		26,154
Fannie Mae REMICS		1,465,991
Federal Farm Credit Bank		1,363,424
Federal Home Loan Banks		2,442,686
Federal Home Loan Mortgage Corp		183,264
Federal National Mortgage Association		2,117,980
FHLMC Structured Pass Through Securities		866,994
Freddie Mac Non Gold Pool		2,099,297
Freddie Mac Reference REMIC		14,129
Freddie Mac REMICS		1,288,482
Freddie Mac Strips		379,961
Ginnie Mae I Pool		245,589
Ginnie Mae II Pool		1,361,353
Government National Mortgage Association		547,725
United States Treasury Inflation Indexed Bonds		75,286
United States Treasury Note/Bond		5,982,624
United States Treasury Strip Coupon		1,788,180
United States Treasury Strip Principal		263,136

Total market value of collateral securities		$25,500,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$877,657

Total market value of collateral securities		$877,657



RBS Securities, Inc. (0.300%)
Security description	Value
Fannie Mae REMICS		$5,256,555
Fannie Mae Whole Loan		12,941
Freddie Mac REMICS		4,930,643

Total market value of collateral securities		$10,200,139

Abbreviation Legend


ADR		American Depositary Receipt

See accompanying Notes to Financial Statements.

272 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

Non-U.S. equity securities actively traded in foreign markets where there is a significant delay in the local close relative to the New York Stock Exchange (NYSE) are classified as Level 2. The values of these securities may include an adjustment to reflect the impact of significant market movements following the close of trading, as described in Note 2 to financial statements — Security Valuation.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 273

Portfolio of Investments (continued) VP – NFJ Dividend Value Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$46,281,799		$—		$—		$46,281,799
Consumer Staples		127,484,243		—		—		127,484,243
Energy		294,381,594		—		—		294,381,594
Financials		278,019,404		—		—		278,019,404
Health Care		208,539,579		—		—		208,539,579
Industrials		125,855,882		—		—		125,855,882
Information Technology		174,100,852		—		—		174,100,852
Materials		61,977,340		—		—		61,977,340
Telecommunication Services		91,764,800		—		—		91,764,800
Utilities		58,426,790		—		—		58,426,790

Total Equity Securities		1,466,832,283		—		—		1,466,832,283

Other
Affiliated Money Market Fund(c)		77,230,081		—		—		77,230,081
Investments of Cash Collateral Received for Securities on Loan		—		179,336,333		—		179,336,333

Total Other		77,230,081		179,336,333		—		256,566,414

Total		$1,544,062,364		$179,336,333		$—		$1,723,398,697


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

274 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – Nuveen Winslow Large Cap Growth Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (98.7%)


CONSUMER DISCRETIONARY (14.2%)

Auto Components (0.7%)
BorgWarner, Inc. (a)		109,900	$	7,952,364


Automobiles (1.0%)
Ford Motor Co. (a)		723,900		12,154,281


Hotels, Restaurants & Leisure (1.1%)
Yum! Brands, Inc.		266,700		13,081,635


Internet & Catalog Retail (6.0%)
Amazon.com, Inc. (a)		165,600		29,808,000
NetFlix, Inc. (a)		38,200		6,711,740
priceline.com, Inc. (a)		86,410		34,525,116

Total				71,044,856


Media (0.9%)
Scripps Networks Interactive, Inc., Class A		207,100		10,717,425


Multiline Retail (2.3%)
Dollar General Corp. (a)		377,900		11,590,193
Kohl’s Corp. (a)		293,000		15,921,620

Total				27,511,813


Specialty Retail (1.3%)
O’Reilly Automotive, Inc. (a)		253,400		15,310,428


Textiles, Apparel & Luxury Goods (0.9%)
Nike, Inc., Class B		132,700		11,335,234


TOTAL CONSUMER DISCRETIONARY				169,108,036


CONSUMER STAPLES (4.0%)

Beverages (1.0%)
PepsiCo, Inc.		172,700		11,282,491


Food & Staples Retailing (1.0%)
Costco Wholesale Corp.		172,700		12,470,667


Food Products (0.9%)
Green Mountain Coffee Roasters, Inc. (a)		323,300		10,623,638


Personal Products (1.1%)
Estee Lauder Companies, Inc. (The), Class A		167,700		13,533,390


TOTAL CONSUMER STAPLES				47,910,186


ENERGY (7.7%)

Energy Equipment & Services (5.1%)
FMC Technologies, Inc. (a)		173,500		15,425,885
Halliburton Co.		334,000		13,637,220
Schlumberger Ltd.		379,400		31,679,900

Total				60,743,005


Oil, Gas & Consumable Fuels (2.6%)
Occidental Petroleum Corp.		196,500		19,276,650
Peabody Energy Corp.		191,900		12,277,762

Total				31,554,412


TOTAL ENERGY				92,297,417


FINANCIALS (9.0%)

Capital Markets (5.3%)
Franklin Resources, Inc.		150,700		16,759,347
Goldman Sachs Group, Inc. (The)		208,400		35,044,544
TD Ameritrade Holding Corp.		594,700		11,293,353

Total				63,097,244


Diversified Financial Services (3.7%)
CME Group, Inc.		42,800		13,770,900
IntercontinentalExchange, Inc. (a)		88,200		10,509,030
JPMorgan Chase & Co.		459,500		19,491,990

Total				43,771,920


TOTAL FINANCIALS				106,869,164


HEALTH CARE (8.7%)

Biotechnology (0.9%)
Celgene Corp. (a)		190,500		11,266,170


Health Care Equipment & Supplies (1.3%)
Edwards Lifesciences Corp. (a)		63,100		5,101,004
Varian Medical Systems, Inc. (a)		148,700		10,301,936

Total				15,402,940


Health Care Providers & Services (2.9%)
Express Scripts, Inc. (a)		636,800		34,419,040


Health Care Technology (1.1%)
Cerner Corp. (a)		134,100		12,704,634


Life Sciences Tools & Services (1.0%)
Agilent Technologies, Inc. (a)		298,400		12,362,712


Pharmaceuticals (1.5%)
Shire PLC, ADR		240,800		17,429,104


TOTAL HEALTH CARE				103,584,600


INDUSTRIALS (15.2%)

Aerospace & Defense (2.9%)
Goodrich Corp.		135,400		11,924,678
United Technologies Corp.		293,900		23,135,808

Total				35,060,486


Air Freight & Logistics (1.3%)
CH Robinson Worldwide, Inc.		187,000		14,995,530


Construction & Engineering (1.8%)
Fluor Corp.		324,300		21,488,118


Machinery (6.2%)
Danaher Corp.		667,800		31,500,126
Deere & Co.		258,800		21,493,340
Illinois Tool Works, Inc.		399,900		21,354,660

Total				74,348,126


Road & Rail (3.0%)
Union Pacific Corp.		386,300		35,794,558


TOTAL INDUSTRIALS				181,686,818


INFORMATION TECHNOLOGY (33.9%)

Communications Equipment (3.9%)
Juniper Networks, Inc. (a)		283,100		10,452,052
QUALCOMM, Inc.		733,700		36,310,813

Total				46,762,865


Computers & Peripherals (8.5%)
Apple, Inc. (a)		180,100		58,093,056
EMC Corp. (a)		1,251,000		28,647,900
NetApp, Inc. (a)		259,100		14,240,136

Total				100,981,092


Electronic Equipment, Instruments & Components (1.0%)
Amphenol Corp., Class A		233,300		12,313,574


Internet Software & Services (4.1%)
Baidu, Inc., ADR (a)		166,300		16,052,939
Google, Inc., Class A (a)		55,400		32,905,938

Total				48,958,877


IT Services (5.8%)
Cognizant Technology Solutions Corp., Class A (a)		701,700		51,427,593
Visa, Inc., Class A		260,800		18,355,104

Total				69,782,697


Semiconductors & Semiconductor Equipment (2.1%)
ASML Holding NV		345,407		13,242,904
Texas Instruments, Inc.		356,700		11,592,750

Total				24,835,654


Software (8.5%)
Autodesk, Inc. (a)		453,200		17,312,240
Citrix Systems, Inc. (a)		309,000		21,138,690
Intuit, Inc. (a)		251,400		12,394,020
Oracle Corp.		1,217,200		38,098,360
Salesforce.com, Inc. (a)		72,300		9,543,600
VMware, Inc., Class A (a)		27,600		2,453,916

Total				100,940,826


TOTAL INFORMATION TECHNOLOGY				404,575,585


MATERIALS (4.3%)

Chemicals (0.9%)
Ecolab, Inc.		202,900		10,230,218


Metals & Mining (3.4%)
Cliffs Natural Resources, Inc.		308,100		24,034,881
Walter Energy, Inc.		132,900		16,989,936

Total				41,024,817


TOTAL MATERIALS				51,255,035

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 275

Portfolio of Investments (continued) VP – Nuveen Winslow Large Cap Growth Fund


Issuer	Shares		Value

Common Stocks (continued)
TELECOMMUNICATION SERVICES (1.7%)

Wireless Telecommunication Services (1.7%)
American Tower Corp., Class A (a)		381,100		$19,680,004


TOTAL TELECOMMUNICATION SERVICES				19,680,004


Total Common Stocks
(Cost: $1,031,998,169)			$	1,176,966,845


	Shares		Value

Money Market Fund (1.5%)

Columbia Short-Term Cash Fund, 0.229% (b)(c)		17,933,881	$	17,933,881


Total Money Market Fund
(Cost: $17,933,881)			$	17,933,881


Total Investments
(Cost: $1,049,932,050)			$	1,194,900,726
Other Assets & Liabilities, Net				(1,903,447)


Net Assets			$	1,192,997,279

Notes to Portfolio of Investments


(a)		Non-income producing.

(b)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$11,536

$1,266,010,234

$(1,248,087,889

)

$—

$17,933,881

$42,642

$17,933,881

Abbreviation Legend


ADR		American Depositary Receipt

See accompanying Notes to Financial Statements.

276 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 277

Portfolio of Investments (continued) VP – Nuveen Winslow Large Cap Growth Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$169,108,036		$—		$—		$169,108,036
Consumer Staples		47,910,186		—		—		47,910,186
Energy		92,297,417		—		—		92,297,417
Financials		106,869,164		—		—		106,869,164
Health Care		103,584,600		—		—		103,584,600
Industrials		181,686,818		—		—		181,686,818
Information Technology		404,575,585		—		—		404,575,585
Materials		51,255,035		—		—		51,255,035
Telecommunication Services		19,680,004		—		—		19,680,004

Total Equity Securities		1,176,966,845		—		—		1,176,966,845

Other
Affiliated Money Market Fund(c)		17,933,881		—		—		17,933,881

Total Other		17,933,881		—		—		17,933,881

Total		$1,194,900,726		$—		$—		$1,194,900,726


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

278 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – Partners Small Cap Growth Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (98.8%)


CONSUMER DISCRETIONARY (16.2%)

Auto Components (—%)
Wonder Auto Technology, Inc. (a)(b)		11,250	$	84,825


Diversified Consumer Services (1.6%)
Capella Education Co. (a)(b)		39,175		2,608,271
Global Education & Technology Group Ltd., ADR (b)		27,649		261,560
Service Corp. International		556,175		4,588,444

Total				7,458,275


Hotels, Restaurants & Leisure (3.1%)
7 Days Group Holdings Ltd., ADR (b)		112,347		2,392,991
BJ’s Restaurants, Inc. (a)(b)		31,125		1,102,759
California Pizza Kitchen, Inc. (b)		156,752		2,708,674
Life Time Fitness, Inc. (b)		60,130		2,464,729
Panera Bread Co., Class A (a)(b)		26,500		2,682,065
Texas Roadhouse, Inc. (b)		72,200		1,239,674
WMS Industries, Inc. (a)(b)		49,559		2,242,049

Total				14,832,941


Internet & Catalog Retail (1.5%)
E-Commerce China Dangdang, Inc. (a)(b)		85,352		2,310,479
Makemytrip Ltd. (b)		10,000		270,300
Shutterfly, Inc. (b)		136,282		4,773,958

Total				7,354,737


Leisure Equipment & Products (1.3%)
Hasbro, Inc.		66,261		3,126,194
Sturm Ruger & Co., Inc.		193,959		2,965,633

Total				6,091,827


Media (0.6%)
IMAX Corp. (a)(b)		107,110		3,004,436


Specialty Retail (6.9%)
Cabela’s, Inc. (b)		307,191		6,681,404
CarMax, Inc. (b)		104,286		3,324,638
Dick’s Sporting Goods, Inc. (b)		36,800		1,380,000
hhgregg, Inc. (a)(b)		89,980		1,885,081
Hibbett Sports, Inc. (a)(b)		72,420		2,672,298
Lumber Liquidators Holdings, Inc. (a)(b)		135,872		3,384,571
Pacific Sunwear of California, Inc. (a)(b)		256,748		1,391,574
Rue21, Inc. (a)(b)		119,860		3,513,097
Tractor Supply Co. (a)		78,640		3,813,254
Ulta Salon Cosmetics & Fragrance, Inc. (b)		93,110		3,165,740
Vitamin Shoppe, Inc. (a)(b)		62,560		2,104,518

Total				33,316,175


Textiles, Apparel & Luxury Goods (1.2%)
Lululemon Athletica, Inc. (a)(b)		20,270		1,386,873
Volcom, Inc. (a)		180,425		3,404,620
Warnaco Group, Inc. (The) (a)(b)		21,110		1,162,528

Total				5,954,021


TOTAL CONSUMER DISCRETIONARY				78,097,237


CONSUMER STAPLES (4.8%)

Beverages (0.8%)
Constellation Brands, Inc., Class A (b)		180,361		3,994,996


Food & Staples Retailing (2.0%)
Pricesmart, Inc.		177,674		6,756,942
United Natural Foods, Inc. (a)(b)		73,914		2,711,166

Total				9,468,108


Food Products (0.4%)
Green Mountain Coffee Roasters, Inc. (a)(b)		66,661		2,190,480


Household Products (0.7%)
Energizer Holdings, Inc. (b)		46,592		3,396,557


Personal Products (0.2%)
Medifast, Inc. (b)		40,600		1,172,528


Tobacco (0.7%)
Universal Corp.		78,113		3,179,199

TOTAL CONSUMER STAPLES				23,401,868


ENERGY (6.8%)

Energy Equipment & Services (2.7%)
Atwood Oceanics, Inc. (b)		191,221		7,145,929
Core Laboratories NV		33,831		3,012,650
Lufkin Industries, Inc. (a)		43,015		2,683,706

Total				12,842,285


Oil, Gas & Consumable Fuels (4.1%)
Approach Resources, Inc. (a)(b)		44,000		1,016,400
Berry Petroleum Co., Class A (a)		72,890		3,185,293
Brigham Exploration Co. (a)(b)		253,330		6,900,709
Houston American Energy Corp. (a)		89,312		1,615,654
Northern Oil and Gas, Inc. (b)		186,478		5,074,067
Oasis Petroleum, Inc. (b)		75,700		2,052,984

Total				19,845,107


TOTAL ENERGY				32,687,392


FINANCIALS (11.3%)

Capital Markets (2.3%)
Eaton Vance Corp.		91,161		2,755,797
Financial Engines, Inc. (b)		189,400		3,755,802
FXCM, Inc., Class A (a)(b)		98,849		1,309,749
Janus Capital Group, Inc.		269,600		3,496,712

Total				11,318,060


Commercial Banks (0.4%)
Wilshire Bancorp, Inc. (a)		250,293		1,907,233


Insurance (4.7%)
Alleghany Corp. (b)		8,975		2,749,671
MBIA, Inc. (b)		494,271		5,926,309
Montpelier Re Holdings Ltd.		263,561		5,255,406
Tower Group, Inc.		153,603		3,929,165
Wesco Financial Corp.		4,926		1,814,788
White Mountains Insurance Group Ltd.		9,512		3,192,227

Total				22,867,566


Real Estate Investment Trusts (REITs) (2.1%)
First Industrial Realty Trust, Inc. (b)		283,762		2,485,755
Hatteras Financial Corp.		134,211		4,062,567
UDR, Inc.		157,253		3,698,591

Total				10,246,913


Real Estate Management & Development (1.2%)
China Real Estate Information Corp., ADR (a)(b)		175,126		1,681,210
Tejon Ranch Co. (b)		141,853		3,908,050

Total				5,589,260


Thrifts & Mortgage Finance (0.6%)
Astoria Financial Corp. (a)		203,609		2,832,201

TOTAL FINANCIALS				54,761,233


HEALTH CARE (16.9%)

Biotechnology (2.6%)
Alexion Pharmaceuticals, Inc. (b)		29,672		2,390,080
AVEO Pharmaceuticals, Inc. (b)		41,946		613,250
Chelsea Therapeutics International Ltd. (b)		260,808		1,956,060
Enzon Pharmaceuticals, Inc. (a)(b)		68,657		835,556
Exact Sciences Corp. (a)(b)		119,710		715,866
Human Genome Sciences, Inc. (a)(b)		149,387		3,568,855
InterMune, Inc. (b)		33,470		1,218,308
Ironwood Pharmaceuticals, Inc. (b)		64,400		666,540
QLT, Inc. (b)		65,610		480,921

Total				12,445,436


Health Care Equipment & Supplies (7.4%)
Arthrocare Corp. (b)		58,270		1,809,866
Delcath Systems, Inc. (a)(b)		109,781		1,075,854
DexCom, Inc. (a)(b)		294,516		4,020,144
DynaVox, Inc., Class A (b)		12,583		64,551

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 279

Portfolio of Investments (continued) VP – Partners Small Cap Growth Fund


Issuer	Shares		Value

Common Stocks (continued)

HEALTH CARE (CONT.)

Health Care Equipment & Supplies (cont.)
HeartWare International, Inc. (a)(b)		50,502		$4,422,460
MAKO Surgical Corp. (b)		113,047		1,720,575
Masimo Corp. (a)		174,901		5,084,372
NuVasive, Inc. (a)(b)		109,212		2,801,288
NxStage Medical, Inc. (a)(b)		170,597		4,244,453
Sirona Dental Systems, Inc. (a)(b)		20,940		874,873
Thoratec Corp. (a)(b)		37,300		1,056,336
Volcano Corp. (a)(b)		250,847		6,850,632
Zoll Medical Corp. (a)(b)		40,300		1,500,369

Total				35,525,773


Health Care Providers & Services (2.6%)
Catalyst Health Solutions, Inc. (a)(b)		26,604		1,236,820
HMS Holdings Corp. (a)(b)		48,100		3,115,437
Owens & Minor, Inc.		91,184		2,683,545
Tenet Healthcare Corp. (b)		816,298		5,461,034

Total				12,496,836


Health Care Technology (1.1%)
athenahealth, Inc. (a)(b)		78,952		3,235,453
SXC Health Solutions Corp. (b)		53,120		2,276,723

Total				5,512,176


Life Sciences Tools & Services (0.2%)
Mettler-Toledo International, Inc. (b)		6,400		967,744


Pharmaceuticals (3.0%)
Akorn, Inc. (b)		587,410		3,565,579
Ardea Biosciences, Inc. (b)		29,477		766,402
BioMimetic Therapeutics, Inc. (a)(b)		205,750		2,613,025
Cardiome Pharma Corp. (b)		87,253		560,164
Corcept Therapeutics, Inc. (a)(b)		62,400		240,864
Inspire Pharmaceuticals, Inc. (a)(b)		98,829		830,163
MAP Pharmaceuticals, Inc. (a)(b)		54,903		919,076
Mylan, Inc. (b)		149,490		3,158,724
Salix Pharmaceuticals Ltd. (a)(b)		43,157		2,026,653

Total				14,680,650


TOTAL HEALTH CARE				81,628,615


INDUSTRIALS (13.5%)

Commercial Services & Supplies (2.8%)
Clean Harbors, Inc. (a)(b)		48,396		4,069,135
Corrections Corp. of America (b)		232,218		5,819,383
Knoll, Inc.		215,208		3,600,430

Total				13,488,948


Construction & Engineering (0.6%)
Insituform Technologies, Inc., Class A (a)(b)		89,704		2,378,053
MYR Group, Inc. (a)(b)		29,425		617,925

Total				2,995,978


Electrical Equipment (0.8%)
Harbin Electric, Inc. (a)(b)		30,830		534,901
Polypore International, Inc. (a)(b)		68,610		2,794,485
Regal-Beloit Corp. (a)		7,700		514,052

Total				3,843,438


Industrial Conglomerates (1.1%)
Tredegar Corp.		282,445		5,473,784


Machinery (3.0%)
Altra Holdings, Inc. (a)(b)		171,270		3,401,422
Badger Meter, Inc. (a)		37,940		1,677,707
Chart Industries, Inc. (a)(b)		70,870		2,393,989
Force Protection, Inc. (b)		704,304		3,880,715
Greenbrier Companies, Inc. (b)		46,700		980,233
Sun Hydraulics Corp. (a)		19,100		721,980
Trimas Corp. (b)		77,900		1,593,834

Total				14,649,880


Marine (1.3%)
Alexander & Baldwin, Inc.		159,590		6,388,388


Professional Services (0.9%)
ICF International, Inc. (a)(b)		6,590		169,495
Resources Connection, Inc. (a)		229,875		4,273,376

Total				4,442,871


Road & Rail (2.2%)
Genesee & Wyoming, Inc., Class A (a)(b)		48,200		2,552,190
Kansas City Southern (a)(b)		41,734		1,997,389
Old Dominion Freight Line, Inc. (b)		180,731		5,781,585

Total				10,331,164


Trading Companies & Distributors (0.8%)
DXP Enterprises, Inc. (b)		17,700		424,800
WESCO International, Inc. (a)(b)		60,973		3,219,374

Total				3,644,174


TOTAL INDUSTRIALS				65,258,625


INFORMATION TECHNOLOGY (25.9%)

Communications Equipment (2.2%)
Aruba Networks, Inc. (a)(b)		268,347		5,603,085
Ixia (a)(b)		118,700		1,991,786
Riverbed Technology, Inc. (a)(b)		57,420		2,019,462
ShoreTel, Inc. (a)(b)		132,700		1,036,387

Total				10,650,720


Computers & Peripherals (1.3%)
Smart Technologies, Inc., Class A (a)(b)		318,725		3,008,764
Stratasys, Inc. (a)(b)		99,483		3,247,125

Total				6,255,889


Electronic Equipment, Instruments & Components (1.4%)
Hollysys Automation Technologies Ltd. (b)		157,738		2,391,308
OSI Systems, Inc. (b)		37,608		1,367,427
Universal Display Corp. (a)(b)		99,440		3,047,836

Total				6,806,571


Internet Software & Services (7.5%)
AOL, Inc. (b)		176,732		4,190,316
ChinaCache International Holdings Ltd., ADR (a)(b)		57,100		1,187,680
comScore, Inc. (a)(b)		54,600		1,218,126
Envestnet, Inc. (b)		104,100		1,775,946
GSI Commerce, Inc. (a)(b)		37,620		872,784
KIT Digital, Inc. (a)(b)		113,416		1,819,193
LivePerson, Inc. (a)(b)		281,350		3,179,255
LogMein, Inc. (a)(b)		46,240		2,050,281
LoopNet, Inc. (b)		141,854		1,575,998
MercadoLibre, Inc. (b)		30,980		2,064,817
Perficient, Inc. (a)(b)		193,480		2,418,500
SciQuest, Inc. (b)		88,600		1,152,686
Soufun Holdings Ltd., ADR (a)(b)		11,450		818,904
Support.com, Inc. (b)		124,000		803,520
Travelzoo, Inc. (b)		30,100		1,240,722
ValueClick, Inc. (b)		354,325		5,679,830
VistaPrint NV (b)		40,030		1,841,380
Youku.com, Inc., ADR (a)(b)		73,743		2,581,742

Total				36,471,680


IT Services (0.5%)
iSoftstone Holdings Ltd., ADS (b)		5,083		92,358
Wright Express Corp. (a)(b)		51,010		2,346,460

Total				2,438,818


Semiconductors & Semiconductor Equipment (5.3%)
Atheros Communications, Inc. (a)(b)		12,800		459,776
Cavium Networks, Inc. (a)(b)		101,691		3,831,717
Entegris, Inc. (a)(b)		143,620		1,072,841
Entropic Communications, Inc. (a)(b)		451,270		5,451,342
EZchip Semiconductor Ltd. (a)(b)		23,600		663,160
MaxLinear, Inc., Class A (b)		218,578		2,351,899
Micrel, Inc.		310,915		4,038,786
Netlogic Microsystems, Inc. (a)(b)		72,210		2,268,116
Power Integrations, Inc. (a)		77,225		3,099,812
Silicon Laboratories, Inc. (a)(b)		47,850		2,202,057

Total				25,439,506


Software (7.7%)
Advent Software, Inc. (b)		76,901		4,454,106
ANSYS, Inc. (b)		39,564		2,060,097
Ariba, Inc. (a)(b)		120,290		2,825,612
Concur Technologies, Inc. (a)(b)		54,210		2,815,125
Fortinet, Inc. (b)		146,765		4,747,848
PROS Holdings, Inc. (a)(b)		211,791		2,412,300
QLIK Technologies, Inc. (a)(b)		108,696		2,805,444
Radiant Systems, Inc. (b)		89,400		1,749,558
RealPage, Inc. (b)		26,300		813,459

See accompanying Notes to Financial Statements.

280 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


Issuer	Shares		Value

Common Stocks (continued)

INFORMATION TECHNOLOGY (CONT.)

Software (cont.)
Solera Holdings, Inc.		28,980		$1,487,254
Sourcefire, Inc. (a)(b)		31,940		828,204
SuccessFactors, Inc. (a)(b)		123,890		3,587,854
Take-Two Interactive Software, Inc. (a)(b)		196,675		2,407,302
Ultimate Software Group, Inc. (a)(b)		48,286		2,348,148
VanceInfo Technologies, Inc., ADR (a)(b)		56,800		1,961,872

Total				37,304,183


TOTAL INFORMATION TECHNOLOGY				125,367,367


MATERIALS (3.4%)

Chemicals (2.7%)
Albemarle Corp.		97,548		5,441,227
NewMarket Corp.		48,486		5,981,718
Solutia, Inc. (a)(b)		84,500		1,950,260

Total				13,373,205


Construction Materials (0.7%)
Martin Marietta Materials, Inc.		35,586		3,282,453

TOTAL MATERIALS				16,655,658


Total Common Stocks
(Cost: $386,252,743)			$	477,857,995


Limited Partnerships (1.0%)


ENERGY (1.0%)

Oil, Gas & Consumable Fuels (1.0%)
Kinder Morgan Management LLC (b)(c)		70,814	$	4,736,040


Total Limited Partnerships
(Cost: $3,828,701)			$	4,736,040


	Shares		Value

Money Market Fund (0.9%)

Columbia Short-Term Cash Fund, 0.229% (d)(e)		4,581,311	$	4,581,311


Total Money Market Fund
(Cost: $4,581,311)			$	4,581,311


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (18.9%)


Asset-Backed Commercial Paper (0.2%)
Rheingold Securitization
01/25/11	0.551%	$	1,008,581	$	1,008,581


Certificates of Deposit (4.9%)
Banque et Caisse d’Epargne de l’Etat
02/22/11	0.300%		1,998,468		1,998,468
Credit Industrial et Commercial
02/22/11	0.395%		2,000,000		2,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		1,000,000		1,000,000
02/09/11	0.300%		3,000,000		3,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		2,000,000		2,000,000
KBC Bank NV
01/20/11	0.450%		2,000,000		2,000,000
01/24/11	0.450%		1,500,000		1,500,000
Landesbank Hessen Thuringen
01/03/11	0.300%		3,000,013		3,000,013
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		3,000,000		3,000,000
Norinchukin Bank
01/25/11	0.330%		2,000,000		2,000,000
United Overseas Bank Ltd.
02/22/11	0.340%		2,000,000		2,000,000

Total					23,498,481


Other Short-Term Obligations (0.4%)
Natixis Financial Products LLC
01/03/11	0.500%		2,000,000		2,000,000


Repurchase Agreements (13.4%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $4,001,033 (f)
	0.300%		4,000,000		4,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $2,000,067 (f)
	0.400%		2,000,000		2,000,000
Citigroup Global Markets, Inc. dated 12/31/10, matures 01/03/11, repurchase price $10,000,133 (f)
	0.160%		10,000,000		10,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $9,088,163 (f)
	0.170%		9,088,034		9,088,034
Merrill Lynch Government Securities Income dated 12/31/10, matures 01/03/11, repurchase price $5,000,104 (f)
	0.250%		5,000,000		5,000,000
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11, repurchase price $20,000,417 (f)
	0.250%		20,000,000		20,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,208 (f)
	0.500%		5,000,000		5,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $10,000,375 (f)
	0.450%		10,000,000		10,000,000

Total					65,088,034


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $91,595,096)				$	91,595,096


Total Investments
(Cost: $486,257,851)				$	578,770,442
Other Assets & Liabilities, Net					(95,008,612)


Net Assets				$	483,761,830

Notes to Portfolio of Investments


(a)		At December 31, 2010, security was partially or fully on loan.

(b)		Non-income producing.


(c)		At December 31, 2010, there was no capital committed to the LLC or LP for future investment.


(d)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$11,535

$428,031,211

$(423,461,435

)

$—

$4,581,311

$27,818

$4,581,311


(e)		The rate shown is the seven-day current annualized yield at December 31, 2010.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 281

Portfolio of Investments (continued) VP – Partners Small Cap Growth Fund

Notes to Portfolio of Investments (continued)


(f)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$20,159
Archer Daniels		207,387
ASB Finance Ltd		245,697
Banco Bilbao Vizcaya		663,249
Banco Bilbao Vizcaya Argentaria/New York NY		9,808
BP Capital Markets		123,259
BPCE		88,616
Central American Bank		768
Commonwealth Bank of Australia		124,773
Credit Agricole NA		205
Danske Corp		306,965
Electricite De France		508,306
European Investment Bank		683,938
Gdz Suez		105,582
Golden Funding Corp		7,268
Ing (US) Funding LLC		32
Natexis Banques		78,935
Nationwide Building		492,105
Natixis NY		38,400
Natixis Us Finance Co		640
Prudential PLC		148,456
Silver Tower US Fund		1,920
Skandin Ens Banken		19,215
Societe Gen No Amer		319,837
Societe Generale NY		4,160
UBS Ag Stamford		320

Total market value of collateral securities		$4,200,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$64,062
Fannie Mae Pool		174,958
Fannie Mae Principal Strip		2,092
Fannie Mae REMICS		117,279
Federal Farm Credit Bank		109,074
Federal Home Loan Banks		195,415
Federal Home Loan Mortgage Corp		14,661
Federal National Mortgage Association		169,438
FHLMC Structured Pass Through Securities		69,360
Freddie Mac Non Gold Pool		167,944
Freddie Mac Reference REMIC		1,130
Freddie Mac REMICS		103,079
Freddie Mac Strips		30,397
Ginnie Mae I Pool		19,647
Ginnie Mae II Pool		108,908
Government National Mortgage Association		43,818

See accompanying Notes to Financial Statements.

282 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%) (continued)
Security description	Value
United States Treasury Inflation Indexed Bonds		$6,023
United States Treasury Note/Bond		478,610
United States Treasury Strip Coupon		143,054
United States Treasury Strip Principal		21,051

Total market value of collateral securities		$2,040,000



Citigroup Global Markets, Inc. (0.160%)
Security description	Value
Fannie Mae Benchmark REMIC		$49,678
Fannie Mae REMICS		3,359,984
Fannie Mae Whole Loan		85,476
Fannie Mae-Aces		6,526
Freddie Mac Reference REMIC		232,822
Freddie Mac REMICS		5,133,260
Government National Mortgage Association		1,332,254

Total market value of collateral securities		$10,200,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$9,269,795

Total market value of collateral securities		$9,269,795



Merrill Lynch Government Securities Income (0.250%)
Security description	Value
Fannie Mae REMICS		$960,321
Freddie Mac REMICS		4,139,688

Total market value of collateral securities		$5,100,009



Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$1,851,309
Federal Home Loan Mortgage Corp		1,077,885
Federal National Mortgage Association		1,199,677
Government National Mortgage Association		16,271,187

Total market value of collateral securities		$20,400,058

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 283

Portfolio of Investments (continued) VP – Partners Small Cap Growth Fund

Notes to Portfolio of Investments (continued)


Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$2,469
Fannie Mae Pool		2,074,775
Fannie Mae REMICS		214,119
Fannie Mae Whole Loan		5,817
Federal Farm Credit Bank		3,332
Federal Home Loan Banks		86,452
Federal Home Loan Mortgage Corp		13,315
FHLMC Structured Pass Through Securities		12,611
Freddie Mac Gold Pool		1,087,172
Freddie Mac Non Gold Pool		128,998
Freddie Mac REMICS		239,699
Ginnie Mae II Pool		175,519
Government National Mortgage Association		325,572
United States Treasury Note/Bond		730,150

Total market value of collateral securities		$5,100,000



Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$5,193,059
Fannie Mae REMICS		1,170,920
Freddie Mac Gold Pool		444,184
Freddie Mac REMICS		1,545,473
Ginnie Mae I Pool		395,584
Government National Mortgage Association		1,450,780

Total market value of collateral securities		$10,200,000

Abbreviation Legend


ADR		American Depositary Receipt
ADS		American Depositary Share

See accompanying Notes to Financial Statements.

284 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 285

Portfolio of Investments (continued) VP – Partners Small Cap Growth Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$78,097,237		$—		$—		$78,097,237
Consumer Staples		23,401,868		—		—		23,401,868
Energy		32,687,392		—		—		32,687,392
Financials		54,761,233		—		—		54,761,233
Health Care		81,628,615		—		—		81,628,615
Industrials		65,258,625		—		—		65,258,625
Information Technology		125,367,367		—		—		125,367,367
Materials		16,655,658		—		—		16,655,658

Total Equity Securities		477,857,995		—		—		477,857,995

Other
Limited Partnerships		4,736,040		—		—		4,736,040
Affiliated Money Market Fund(c)		4,581,311		—		—		4,581,311
Investments of Cash Collateral Received for Securities on Loan		—		91,595,096		—		91,595,096

Total Other		9,317,351		91,595,096		—		100,912,447

Total		$487,175,346		$91,595,096		$—		$578,770,442


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

286 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – PIMCO Mortgage-Backed Securities Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


	Coupon	Principal
Issuer	rate	amount		Value

Residential Mortgage-Backed Securities — Agency (a) (111.4%)

Federal Home Loan Mortgage Corp. (b)(c) CMO Series 2863 Class FM
10/15/31	0.760%	$	20,177,709	$	20,318,693
CMO Series 3226 Class FG
10/15/36	0.660%		1,382,042		1,382,121
CMO Series 3671 Class QF
12/15/36	0.760%		9,892,665		9,945,604
Federal Home Loan Mortgage Corp. (b)(c)(d) CMO IO Series 2980 Class SL
11/15/34	14.120%		1,557,129		278,174
Federal Home Loan Mortgage Corp. (c)
01/01/40-12/01/40	4.000%		49,115,991		48,814,313
04/01/40	4.500%		2,878,347		2,952,278
03/01/28-07/01/40	5.000%		32,144,754		33,736,557
01/01/38-04/01/39	5.500%		42,513,097		45,345,386
04/01/36-05/01/40	6.000%		31,333,969		33,982,753
Federal Home Loan Mortgage Corp. (c)(e)
03/01/39	4.500%		58,497,177		59,999,705
Federal Home Loan Mortgage Corp. (c)(f)
01/01/41	4.500%		12,000,000		12,296,256
02/01/40	6.000%		10,000,000		10,812,500
Federal National Mortgage Association (b)(c) CMO Series 2003-W8 Class 3F1
05/25/42	0.661%		9,395,369		9,316,467
CMO Series 2010-38 Class JF
04/25/40	1.161%		14,823,895		14,878,751
CMO Series 2010-54 Class DF
05/25/37	0.511%		18,393,603		18,268,624
CMO Series 2010-54 Class TF
04/25/37	0.811%		15,443,045		15,529,769
Federal National Mortgage Association (c)
07/01/39	3.500%		320,582		306,476
09/01/13-12/01/40	4.000%		81,978,010		81,819,071
01/01/15-08/01/40	4.500%		92,353,026		95,965,752
05/01/14-06/01/40	5.000%		24,588,446		26,090,470
01/01/32-09/01/38	5.500%		83,230,997		89,291,922
03/01/23-07/01/39	6.000%		57,877,159		63,009,475
12/01/40	6.500%		8,000,000		8,878,976
Federal National Mortgage Association (c)(e)
11/01/37	6.500%		26,695,747		29,916,997
Federal National Mortgage Association (c)(f)
01/01/26-01/01/41	3.500%		43,000,000		42,776,875
01/01/26	4.000%		34,000,000		35,014,696
01/01/41	4.500%		35,000,000		35,924,210
01/01/26-01/01/41	5.000%		101,496,628		106,802,783
01/01/41	5.500%		23,000,000		24,606,412
01/01/41	6.000%		4,000,000		4,347,500
Government National Mortgage Association (c)
09/20/40-12/20/40	3.500%		86,039,867		82,959,466
08/15/33-09/15/40	4.500%		42,443,332		44,141,195
08/15/37-12/15/39	5.500%		2,886,888		3,123,495
Government National Mortgage Association (c)(f)
09/20/40	3.500%		815,056		785,441
02/01/41	4.000%		41,000,000		41,121,729
01/01/41	4.500%		7,000,000		7,266,875
01/01/41	5.000%		22,000,000		23,388,750
01/01/41	6.000%		19,000,000		20,891,089
01/01/41	6.500%		5,000,000		5,632,810


Total Residential Mortgage-Backed Securities — Agency
(Cost: $1,211,464,493)				$	1,211,920,416


Residential Mortgage-Backed Securities — Non-Agency (4.1%)

Deutsche Mortgage Securities, Inc. CMO Series 2010-RS2 Class A1 (b)(c)(g)
10/25/47	1.511%	$	11,114,109	$	11,092,527
NCUA CMO Series 2010-R3 Class 2A (b)(c)
12/08/20	0.821%		20,000,000		19,975,000
RiverView HECM Trust CMO Series 2008-1 Class A1 (b)(c)(d)(g)
09/26/41	1.011%		13,754,554		13,479,462


Total Residential Mortgage-Backed Securities — Non-Agency
(Cost: $44,662,344)				$	44,546,989


Commercial Mortgage-Backed Securities (0.7%)

Greenwich Capital Commercial Funding Corp. Series 2006-FL4A Class A2 (b)(c)(g)
11/05/21	0.410%	$	1,571,108	$	1,507,691
JP Morgan Chase Commercial Mortgage Securities Corp. CMO IO Series 2010-C1 Class XA (b)(c)(d)(g)
06/15/43	5.870%		19,869,742		1,709,276
UBS Commercial Mortgage Trust Series 2007-FL1 Class A1 (b)(c)(g)
07/15/24	1.160%		4,129,720		3,886,636


Total Commercial Mortgage-Backed Securities
(Cost: $6,741,467)				$	7,103,603


U.S. Government Agency Obligations (4.5%)

Federal Home Loan Mortgage Corp. (f)
01/01/40	5.000%		10,000,000		10,487,500
Government National Mortgage Association
11/20/40	3.500%		2,096,512		2,020,336
Government National Mortgage Association (f)
01/01/40	5.500%		31,000,000		33,499,375
01/20/40	3.500%		98,490		94,911
03/20/40	3.500%		1,399,087		1,348,253
07/20/40	3.500%		1,337,934		1,289,321
08/20/40	3.500%		252,922		243,732


Total U.S. Government Agency Obligations
(Cost: $48,813,535)				$	48,983,428


U.S. Treasury Obligations (9.5%)

U.S. Treasury Note
11/30/12	0.500%	$	104,000,000	$	103,865,944


Total U.S. Treasury Obligations
(Cost: $103,768,387)				$	103,865,944


	Shares		Value

Money Market Fund (—%)

Columbia Short-Term Cash Fund, 0.229% (h)(i)		1,081	$	1,081


Total Money Market Fund
(Cost: $1,081)			$	1,081


	Effective	Par/
Issuer	yield	principal		Value

Treasury Note Short-Term (0.3%)

U.S. Treasury Bills
06/09/11	0.160%	$	2,230,000	$	2,228,395
06/16/11	0.170%		1,200,000		1,199,059


Total Treasury Note Short-Term
(Cost: $3,427,200)				$	3,427,454


Repurchase Agreements (11.1%)


Banking (1.6%)
Citigroup Global Markets, Inc. dated 12-31-10, matures 01-03-11, repurchase price $17,300,389 (collateralized by: U.S. Treasury Note Total market value $17,300,000)
	0.270%	$	17,300,000	$	17,300,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 287

Portfolio of Investments (continued) VP – PIMCO Mortgage-Backed Securities Fund


	Effective	Par/
Issuer	yield	principal		Value

Repurchase Agreements (continued)
Other Financial Institutions (9.5%)
Barclays Capital, Inc. dated 12-31-10, matures 01-03-11, repurchase price $103,702,160 (collateralized by: U.S. Treasury Note Total market value $103,700,000)
	0.250%		$103,700,000		$103,700,000


Total Repurchase Agreements
(Cost: $121,000,000)				$	121,000,000


Investments of Cash Collateral Received for Securities on Loan (6.4%)


Certificates of Deposit (3.8%)
Banque et Caisse d’Epargne de l’Etat
02/22/11	0.300%	$	4,996,169	$	4,996,169
Credit Industrial et Commercial
02/22/11	0.395%		5,000,000		5,000,000
Development Bank of Singapore Ltd.
02/17/11	0.300%		5,000,000		5,000,000
KBC Bank NV
01/24/11	0.450%		2,000,000		2,000,000
Mitsubishi UFJ Trust and Banking Corp.
02/22/11	0.320%		5,000,000		5,000,000
N.V. Bank Nederlandse Gemeenten
01/27/11	0.330%		1,500,000		1,500,000
02/04/11	0.330%		5,000,000		5,000,000
Norinchukin Bank
02/08/11	0.330%		3,000,000		3,000,000
Societe Generale
02/24/11	0.305%		4,996,106		4,996,106
Sumitomo Trust & Banking Co., Ltd.
02/22/11	0.335%		5,000,064		5,000,064

Total					41,492,339


Commercial Paper (0.5%)
Suncorp Metway Ltd.
01/10/11	0.400%		4,998,167		4,998,167


Repurchase Agreements (2.1%)
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $15,000,500(j)
	0.400%		15,000,000		15,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $5,243,068(j)
	0.170%		5,242,994		5,242,994
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $3,000,113(j)
	0.450%		3,000,000		3,000,000

Total					23,242,994


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $69,733,500)				$	69,733,500


Total Investments
(Cost: $1,609,612,007)				$	1,610,582,415
Other Assets & Liabilities, Net					(522,364,542)


Net Assets				$	1,088,217,873

Notes to Portfolio of Investments


(a)		Represents comparable securities held to satisfy future delivery requirements of the following open forward sale commitments at December 31, 2010:


	Principal		Settlement		Proceeds
Security	amount		date		receivable		Value
Federal National Mortgage Association
01-01-26 4.500%		$17,000,000		01-19-11		$17,787,500		$17,820,777
02-01-40 6.000		10,000,000		02-10-11		10,832,813		10,850,000
01-01-41 4.000		12,000,000		01-13-11		11,859,375		11,936,256
01-01-41 4.000		21,000,000		01-13-11		20,698,125		20,845,776
Government National Mortgage Association
01-01-41 3.500		35,500,000		01-20-11		33,218,750		34,152,136
01-01-41 3.500		58,000,000		01-20-11		54,578,437		55,843,096


(b)		Variable rate security. The interest rate shown reflects the rate as of December 31, 2010.

(c)		The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

See accompanying Notes to Financial Statements.

288 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(d)		Identifies issues considered to be illiquid as to their marketability. The aggregate value of such securities at December 31, 2010 was $15,466,912, representing 1.42% of net assets. Information concerning such security holdings at December 31, 2010 was as follows:


	Acquisition
Security	dates	Cost
Federal Home Loan Mortgage Corp.
CMO IO Series 2980 Class SL
14.120% 2034	06-17-10		$202,757
JP Morgan Chase Commercial Mortgage Securities Corp.
CMO IO Series 2010-C1 Class XA
5.870% 2043	10-04-10		1,775,925
RiverView HECM Trust
CMO Series 2008-1 Class A1
1.011% 2041	09-29-10		13,548,235


(e)		At December 31, 2010, security was partially or fully on loan.

(f)		Represents a security purchased on a when-issued or delayed delivery basis.

(g)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2010, the value of these securities amounted to $31,675,592 or 2.91% of net assets.

(h)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

interest income

Value

Columbia Short-Term Cash Fund

$11,536

$111,754,551

$(111,765,006

)

$—

$1,081

$803

$1,081


(i)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(j)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$480,466
Fannie Mae Pool		1,312,181
Fannie Mae Principal Strip		15,692
Fannie Mae REMICS		879,595
Federal Farm Credit Bank		818,055
Federal Home Loan Banks		1,465,612
Federal Home Loan Mortgage Corp		109,959
Federal National Mortgage Association		1,270,788
FHLMC Structured Pass Through Securities		520,196
Freddie Mac Non Gold Pool		1,259,578
Freddie Mac Reference REMIC		8,477
Freddie Mac REMICS		773,089
Freddie Mac Strips		227,977
Ginnie Mae I Pool		147,353
Ginnie Mae II Pool		816,812
Government National Mortgage Association		328,635
United States Treasury Inflation Indexed Bonds		45,171
United States Treasury Note/Bond		3,589,574
United States Treasury Strip Coupon		1,072,908
United States Treasury Strip Principal		157,882

Total market value of collateral securities		$15,300,000

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 289

Portfolio of Investments (continued) VP – PIMCO Mortgage-Backed Securities Fund

Notes to Portfolio of Investments (continued)


Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$5,347,854

Total market value of collateral securities		$5,347,854



Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$1,557,918
Fannie Mae REMICS		351,276
Freddie Mac Gold Pool		133,255
Freddie Mac REMICS		463,642
Ginnie Mae I Pool		118,675
Government National Mortgage Association		435,234

Total market value of collateral securities		$3,060,000

Abbreviation Legend


CMO		Collateralized Mortgage Obligation
IO		Interest Only

See accompanying Notes to Financial Statements.

290 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 291

Portfolio of Investments (continued) VP – PIMCO Mortgage-Backed Securities Fund

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Bonds
Residential Mortgage-Backed Securities — Agency		$365,824,061		$846,096,355		$—		$1,211,920,416
Residential Mortgage-Backed Securities — Non-Agency		—		11,092,527		33,454,462		44,546,989
Commercial Mortgage-Backed Securities		—		7,103,603		—		7,103,603
U.S. Government Agency Obligations		43,986,875		4,996,553		—		48,983,428
U.S. Treasury Obligations		103,865,944		—		—		103,865,944

Total Bonds		513,676,880		869,289,038		33,454,462		1,416,420,380

Short-Term Securities
Treasury Note Short-Term		3,427,454		—		—		3,427,454
Repurchase Agreements		—		121,000,000		—		121,000,000

Total Short-Term Securities		3,427,454		121,000,000		—		124,427,454

Other
Affiliated Money Market Fund(c)		1,081		—		—		1,081
Investments of Cash Collateral Received for Securities on Loan		—		69,733,500		—		69,733,500

Total Other		1,081		69,733,500		—		69,734,581

Total		$517,105,415		$1,060,022,538		$33,454,462		$1,610,582,415


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Residential
	Mortgage-Backed
	Securities —
	Non-Agency
Balance as of May 7, 2010 (when shares became available)		$—
Accrued discounts/premiums		—
Realized gain (loss)		116
Change in unrealized appreciation (depreciation)*		(93,773	)
Sales		(7,717	)
Purchases		33,555,836
Transfers into Level 3		—
Transfers out of Level 3		—

Balance as of December 31, 2010		$33,454,462


*		Change in unrealized appreciation (depreciation) relating to securities held at December 31, 2010 was $(93,773).

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

292 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Portfolio of Investments

VP – Pyramis ^® International Equity Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


Issuer	Shares		Value

Common Stocks (95.1%)


AUSTRALIA (8.5%)
AMP Ltd.		350,900	$	1,896,542
Australia & New Zealand Banking Group Ltd.		438,300		10,456,388
BHP Billiton Ltd.		175,600		8,118,325
Billabong International Ltd.		213,700		1,779,449
Commonwealth Bank of Australia		165,400		8,579,580
CSL Ltd.		103,000		3,818,981
Foster’s Group Ltd.		868,800		5,041,868
Incitec Pivot Ltd.		324,800		1,314,119
Macquarie Group Ltd.		83,700		3,164,957
MAp Group		1,879,100		5,740,430
Metcash Ltd.		783,600		3,290,482
Newcrest Mining Ltd.		244,026		10,082,555
Origin Energy Ltd.		201,700		3,433,241
Ramsay Health Care Ltd.		93,470		1,699,869
Rio Tinto Ltd.		106,900		9,335,009
Suncorp-Metway Ltd. (a)		264,000		2,322,365
Telstra Corp., Ltd.		388,600		1,107,721
Wesfarmers Ltd.		38,500		1,258,734
Westfield Group		403,800		3,952,348

Total				86,392,963


AUSTRIA (0.5%)
Erste Group Bank AG		55,920		2,640,225
Verbund AG		65,522		2,449,158

Total				5,089,383


BELGIUM (2.2%)
Ageas (b)		1,022,900		2,338,276
Anheuser-Busch InBev NV		155,400		8,891,218
KBC Groep NV (a)(b)		49,000		1,670,332
Solvay SA		20,900		2,228,145
Umicore		133,000		6,919,758

Total				22,047,729


BERMUDA (0.6%)
Li & Fung Ltd.		656,000		3,806,691
Orient Overseas International Ltd.		214,000		2,076,119

Total				5,882,810


DENMARK (1.9%)
Carlsberg A/S, Series B		33,650		3,380,029
Novo Nordisk A/S, Series B		129,300		14,577,847
William Demant Holding AS (a)(b)		23,875		1,766,207

Total				19,724,083


FINLAND (0.6%)
Fortum OYJ		204,100		6,158,623


FRANCE (8.0%)
Accor SA		75,400		3,356,464
Alstom SA		78,400		3,753,072
AXA SA		325,900		5,424,006
BNP Paribas		135,200		8,604,811
Christian Dior SA		14,200		2,029,236
Cie Generale d’Optique Essilor International SA		37,500		2,415,013
Credit Agricole SA		181,200		2,302,137
Danone		52,000		3,268,530
Edenred (a)		107,800		2,552,856
Iliad SA (b)		24,600		2,676,862
L’Oreal SA		33,875		3,762,203
Lagardere SCA		35,093		1,446,307
LVMH Moet Hennessy Louis Vuitton SA		41,240		6,786,458
PPR		24,800		3,945,165
Renault SA (a)		30,700		1,785,230
Safran SA		102,700		3,638,168
Sanofi-Aventis SA		92,500		5,916,844
Schneider Electric SA		44,400		6,647,640
Societe Generale		132,200		7,107,878
Technip SA		17,600		1,625,763
VINCI SA		55,100		2,996,395

Total				82,041,038


GERMANY (8.3%)
BASF SE		82,400		6,612,341
Bayer AG		87,600		6,466,577
BMW AG		70,300		5,527,584
Deutsche Boerse AG		56,500		3,917,897
Deutsche Lufthansa AG (a)		41,800		914,882
Deutsche Post AG		188,800		3,189,070
Fresenius Medical Care AG & Co. KGaA		45,000		2,609,392
GEA Group AG		85,800		2,477,528
HeidelbergCement AG		50,000		3,130,264
Lanxess AG		51,500		4,023,388
Linde AG		61,600		9,367,388
MAN SE		28,000		3,362,059
Metro AG		59,500		4,297,692
Muenchener Rueckversicherungs AG		29,300		4,436,907
SAP AG		146,800		7,455,541
Siemens AG		116,900		14,559,716
Wacker Chemie AG		10,500		1,843,925

Total				84,192,151


GUERNSEY (0.2%)
Resolution Ltd.		650,500		2,374,535


HONG KONG (2.3%)
AIA Group Ltd. (a)		938,000		2,637,069
BOC Hong Kong Holdings Ltd.		1,106,000		3,763,986
Cathay Pacific Airways Ltd.		725,000		2,000,933
Hang Lung Properties Ltd.		668,000		3,124,267
Henderson Land Development Co., Ltd. (b)		382,000		2,604,992
PCCW Ltd.		3,960,000		1,752,754
Swire Pacific Ltd., Series A		218,000		3,584,714
Wharf Holdings Ltd.		562,000		4,324,189

Total				23,792,904


ISRAEL (0.6%)
Mizrahi Tefahot Bank Ltd.		192,200		2,133,974
Teva Pharmaceutical Industries Ltd.		83,200		4,371,948

Total				6,505,922


ITALY (2.5%)
ENI SpA		270,800		5,937,417
Intesa Sanpaolo SpA		1,959,900		5,330,222
Mediobanca SpA (b)		192,900		1,721,241
Saipem SpA		206,500		10,199,316
Unione di Banche Italiane SCPA (b)		251,400		2,206,647

Total				25,394,843


JAPAN (21.2%)
ABC-Mart, Inc. (b)		37,000		1,318,368
Air Water, Inc.		106,000		1,350,543
Aisin Seiki Co., Ltd.		49,700		1,751,901
Asahi Glass Co., Ltd.		186,000		2,163,949
Astellas Pharma, Inc.		88,000		3,345,714
Bridgestone Corp. (b)		195,000		3,754,939
Canon, Inc. (b)		144,500		7,425,026
Chiyoda Corp.		109,000		1,079,984
Dena Co., Ltd.		42,000		1,505,283
Denso Corp.		77,700		2,672,226
East Japan Railway Co.		35,200		2,284,944
Fanuc Corp.		33,600		5,137,871
Fuji Heavy Industries Ltd.		397,000		3,062,713
FUJIFILM Holdings Corp.		93,100		3,354,579
Fujitsu Ltd.		167,000		1,157,462
Hitachi Ltd.		406,000		2,156,320
Honda Motor Co., Ltd.		199,000		7,857,192
Hoya Corp.		56,100		1,356,954
ITOCHU Corp.		329,000		3,316,144
Japan Tobacco, Inc.		999		3,690,242
JSR Corp. (b)		122,000		2,265,287
Kamigumi Co., Ltd.		149,000		1,247,498
KDDI Corp.		180		1,038,397
Komatsu Ltd.		175,000		5,268,898
Kubota Corp.		216,000		2,035,712
Lawson, Inc.		27,200		1,343,272
Makita Corp.		58,000		2,361,003
Mitsubishi Chemical Holdings Corp.		187,000		1,263,627
Mitsubishi Corp.		203,000		5,473,226
Mitsubishi Estate Co., Ltd.		178,000		3,290,872
Mitsubishi Materials Corp. (a)(b)		455,000		1,446,428
Mitsubishi Tanabe Pharma Corp.		119,000		2,006,770
Mitsubishi UFJ Financial Group, Inc.		1,697,000		9,153,812
Mitsubishi UFJ Lease & Finance Co., Ltd.		31,000		1,224,043
Mitsui & Co., Ltd.		308,000		5,069,678
Mitsui Chemicals, Inc.		742,000		2,646,369
Mizuho Financial Group, Inc.		2,033,800		3,816,564
MS&AD Insurance Group Holdings, Inc.		64,000		1,598,202
NHK Spring Co., Ltd. (b)		102,000		1,105,932
Nidec Corp. (b)		15,800		1,593,768
Nintendo Co., Ltd.		8,900		2,599,331
Nippon Telegraph & Telephone Corp.		75,600		3,443,931
Nippon Yusen KK (b)		422,000		1,858,570
Nitto Denko Corp.		29,300		1,374,701

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 293

Portfolio of Investments (continued) VP – Pyramis ^® International Equity Fund


Issuer	Shares		Value

Common Stocks (continued)

JAPAN (CONT.)
NKSJ Holdings, Inc. (a)		333,000		$2,443,697
Nomura Holdings, Inc.		315,000		1,999,437
NSK Ltd.		220,000		1,979,268
NTT DoCoMo, Inc.		1,369		2,385,140
Obayashi Corp.		282,000		1,295,056
ORIX Corp. (b)		42,200		4,136,080
Otsuka Corp. (b)		17,800		1,211,599
Panasonic Corp.		176,000		2,485,827
Promise Co., Ltd. (b)		239,300		1,366,846
Rakuten, Inc. (a)(b)		3,533		2,957,686
Ricoh Co., Ltd.		60,000		875,184
Rohto Pharmaceutical Co., Ltd.		75,000		876,843
Sega Sammy Holdings, Inc.		80,000		1,517,814
Sekisui House Ltd.		137,000		1,380,993
Seven & I Holdings Co., Ltd.		100,000		2,661,398
Shin-Etsu Chemical Co., Ltd.		65,100		3,509,963
SoftBank Corp.		151,300		5,218,820
Sony Corp.		84,500		3,023,230
Sony Financial Holdings, Inc.		421		1,696,136
Start Today Co., Ltd. (b)		62		247,404
Sumitomo Chemical Co., Ltd.		399,000		1,959,415
Sumitomo Corp.		208,000		2,929,155
Sumitomo Electric Industries Ltd.		67,000		926,227
Sumitomo Mitsui Financial Group, Inc.		191,300		6,775,888
Sumitomo Rubber Industries, Ltd. (b)		105,000		1,092,556
Sumitomo Trust & Banking Co., Ltd. (The) (b)		339,000		2,124,501
T&D Holdings, Inc.		79,000		1,993,580
TDK Corp.		42,000		2,909,001
Terumo Corp.		52,500		2,945,671
Tokyo Electric Power Co., Inc. (The)		37,000		902,488
Tokyo Electron Ltd.		53,400		3,363,371
Tokyo Gas Co., Ltd.		1,085,000		4,806,440
Toshiba Corp.		702,000		3,811,362
Toyo Suisan Kaisha Ltd.		43,000		955,073
Toyota Motor Corp.		211,800		8,341,319
UBE Industries Ltd.		485,000		1,452,832
West Japan Railway Co.		271		1,011,882

Total				215,837,427


NETHERLANDS (3.0%)
Aegon NV (a)		480,000		2,936,255
ASML Holding NV		102,400		3,956,073
Gemalto NV (b)		46,300		1,971,009
ING Groep NV-CVA (a)		578,300		5,627,961
Koninklijke KPN NV		140,700		2,053,918
Koninklijke Philips Electronics NV		281,800		8,634,199
Unilever NV		172,600		5,376,049

Total				30,555,464


NORWAY (1.6%)
Aker Solutions ASA (b)		141,100		2,413,105
DNB NOR ASA		304,100		4,288,493
Storebrand ASA (a)		140,000		1,052,995
Telenor ASA		329,200		5,377,467
Yara International ASA		56,600		3,302,628

Total				16,434,688


PAPUA NEW GUINEA (0.2%)
Oil Search Ltd.		306,600		2,205,302


SINGAPORE (1.2%)
Ascendas Real Estate Investment Trust		43,454		70,191
Keppel Corp., Ltd.		582,000		5,141,038
Oversea-Chinese Banking Corp., Ltd. (b)		703,000		5,419,930
Singapore Telecommunications Ltd.		516,000		1,228,092

Total				11,859,251


SPAIN (1.7%)
Banco Bilbao Vizcaya Argentaria SA		493,200		5,028,187
Inditex SA		39,200		2,935,337
Indra Sistemas SA		102,700		1,760,961
Repsol YPF SA		158,400		4,437,404
Telefonica SA		137,500		3,140,285

Total				17,302,174


SWEDEN (2.2%)
CDON Group AB (a)		48,200		223,301
Elekta AB, Series B		96,100		3,700,754
Hennes & Mauritz AB, Series B (b)		137,100		4,574,729
Modern Times Group AB, Series B		48,200		3,199,345
Sandvik AB		72,000		1,407,508
Swedbank AB, Series A (a)		417,800		5,853,236
Telefonaktiebolaget LM Ericsson, Series B		271,600		3,153,454

Total				22,112,327


SWITZERLAND (7.3%)
Adecco SA (b)		56,050		3,682,419
Baloise Holding AG		23,695		2,309,141
Cie Financiere Richemont SA, Series A		53,887		3,174,534
Kuehne & Nagel International AG		40,910		5,702,123
Logitech International SA (a)(b)		31,980		609,206
Lonza Group AG		27,969		2,245,941
Nestlé SA		387,018		22,714,234
Novartis AG		67,550		3,983,615
Sonova Holding AG		17,865		2,307,109
Swisscom AG		20,510		9,032,344
Transocean Ltd. (a)		53,960		3,724,008
UBS AG (a)		611,360		10,055,997
Zurich Financial Services AG		18,225		4,728,265

Total				74,268,936


UNITED KINGDOM (20.3%)
Anglo American PLC		191,200		9,944,405
Associated British Foods PLC		212,300		3,909,578
Barclays PLC		2,055,000		8,384,217
BG Group PLC		562,000		11,357,200
BHP Billiton PLC		132,100		5,254,643
BP PLC		633,500		4,598,783
British Airways PLC (a)(b)		373,800		1,588,312
British Land Co. PLC		340,800		2,787,244
Burberry Group PLC		142,700		2,501,038
Carphone Warehouse Group PLC (a)		31,800		195,988
Experian PLC		176,300		2,193,740
Genting Singapore PLC (a)		1,433,000		2,448,904
GlaxoSmithKline PLC		269,300		5,207,005
HSBC Holdings PLC		1,678,607		17,042,240
IG Group Holdings PLC		156,400		1,243,761
International Power PLC		1,066,200		7,275,217
ITV PLC (a)		2,294,400		2,506,151
Johnson Matthey PLC		110,300		3,505,175
Kazakhmys PLC		80,100		2,015,886
Kingfisher PLC		647,600		2,659,822
Lloyds Banking Group PLC (a)		7,457,000		7,639,404
National Grid PLC		625,200		5,391,059
Pearson PLC		136,700		2,148,617
Prudential PLC		253,200		2,637,364
Reckitt Benckiser Group PLC		131,300		7,216,952
Rexam PLC		377,100		1,956,317
Rio Tinto PLC		19,900		1,392,165
Royal Dutch Shell PLC, Series A		459,900		15,335,665
Royal Dutch Shell PLC, Series B		235,800		7,776,499
SABMiller PLC		142,100		4,999,878
Shire PLC		306,500		7,374,394
TalkTalk Telecom Group PLC		1,916,900		4,782,438
Tesco PLC		1,455,500		9,645,641
Tullow Oil PLC		184,900		3,635,649
Unilever PLC		28,100		860,115
United Business Media Ltd.		175,200		1,885,008
Vodafone Group PLC		5,402,800		13,967,973
Wolseley PLC (a)		36,200		1,154,899
WPP PLC		157,500		1,938,932
Xstrata PLC		357,500		8,392,411

Total				206,750,689


VIRGIN ISLANDS (0.2%)
Playtech Ltd.		317,300		2,097,809


Total Common Stocks
(Cost: $812,506,721)			$	969,021,051


Preferred Stocks (1.0%)


GERMANY (1.0%)
Volkswagen AG		62,800	$	10,248,821


Total Preferred Stocks
(Cost: $8,310,770)			$	10,248,821

See accompanying Notes to Financial Statements.

294 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Shares		Value

Money Market Fund (3.7%)

Columbia Short-Term Cash Fund, 0.229% (c)(d)		37,750,307	$	37,750,307


Total Money Market Fund
(Cost: $37,750,307)			$	37,750,307


	Effective	Par/
Issuer	yield	principal		Value

Investments of Cash Collateral Received for Securities on Loan (4.5%)


Certificates of Deposit (1.2%)
Barclays Bank PLC
02/23/11	0.425%	$	1,000,000	$	1,000,000
Development Bank of Singapore Ltd.
01/25/11	0.310%		1,000,000		1,000,000
Erste Bank der Oesterreichischen Sparkassen AG
01/18/11	0.430%		2,000,000		2,000,000
KBC Bank NV
01/20/11	0.450%		1,000,000		1,000,000
Landesbank Hessen Thuringen
01/03/11	0.300%		2,000,009		2,000,009
Mitsubishi UFJ Trust and Banking Corp.
01/06/11	0.330%		2,000,000		2,000,000
Norinchukin Bank
01/25/11	0.330%		2,500,000		2,500,000
United Overseas Bank Ltd.
02/22/11	0.340%		1,000,000		1,000,000

Total					12,500,009


Repurchase Agreements (3.3%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $5,001,292 (e)
	0.300%		5,000,000		5,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $4,195,896 (e)
	0.170%		4,195,837		4,195,837
Merrill Lynch Pierce Fenner & Smith, Inc. dated 12/31/10, matures 01/03/11, repurchase price $5,000,104 (e)
	0.250%		5,000,000		5,000,000
Mizuho Securities USA, Inc. dated 12/31/10, matures 01/03/11, repurchase price $11,001,258 (e)
	0.500%		11,000,800		11,000,800
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $5,000,208 (e)
	0.500%		5,000,000		5,000,000
Pershing LLC dated 12/31/10, matures 01/03/11, repurchase price $3,000,113 (e)
	0.450%		3,000,000		3,000,000

Total					33,196,637


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $45,696,646)				$	45,696,646


Total Investments
(Cost: $904,264,444)				$	1,062,716,825
Other Assets & Liabilities, Net					(43,320,325)


Net Assets				$	1,019,396,500

Summary of Investments in Securities by Industry

The following table represents the portfolio investments of the Fund by industry classifications as a percentage of net assets at December 31, 2010:


	Percentage of
Industry	net assets			Value
Aerospace & Defense		0.4	%		$3,638,168
Air Freight & Logistics		0.3			3,189,070
Airlines		0.4			4,504,126
Auto Components		1.0			10,377,553
Automobiles		3.6			36,822,858
Beverages		2.2			22,312,993
Biotechnology		0.4			3,818,981
Building Products		0.2			2,163,949
Capital Markets		1.7			16,941,632
Chemicals		5.4			54,939,605
Commercial Banks		12.8			130,322,652
Commercial Services & Supplies		0.3			2,552,856
Communications Equipment		0.3			3,153,454
Computers & Peripherals		0.7			7,549,040
Construction & Engineering		0.5			5,371,435
Construction Materials		0.3			3,130,265
Consumer Finance		0.5			5,502,926
Containers & Packaging		0.2			1,956,317
Distributors		0.4			3,806,691
Diversified Financial Services		1.2			12,013,661
Diversified Telecommunication Services		3.4			34,595,813
Electric Utilities		0.9			9,510,268
Electrical Equipment		1.3			12,920,707
Electronic Equipment, Instruments & Components		0.9			9,776,854
Energy Equipment & Services		1.8			17,962,192
Food & Staples Retailing		2.2			22,497,219
Food Products		3.6			37,083,578
Gas Utilities		0.5			4,806,440

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 295

Portfolio of Investments (continued) VP – Pyramis ^® International Equity Fund

Summary of Investments in Securities by Industry (continued)


	Percentage of
Industry	net assets			Value
Health Care Equipment & Supplies		1.3	%		$13,134,754
Health Care Providers & Services		0.4			4,309,261
Hotels, Restaurants & Leisure		0.6			6,028,669
Household Durables		0.7			6,890,050
Household Products		0.7			7,216,952
Independent Power Producers & Energy Traders		0.7			7,275,217
Industrial Conglomerates		2.8			28,334,953
Insurance		4.2			42,825,335
Internet & Catalog Retail		0.5			4,710,373
IT Services		0.3			2,972,560
Leisure Equipment & Products		0.1			1,517,814
Life Sciences Tools & Services		0.2			2,245,941
Machinery		2.3			24,029,849
Marine		0.9			9,636,812
Media		1.3			13,124,360
Metals & Mining		5.5			55,981,828
Multiline Retail		0.4			3,945,164
Multi-Utilities		0.5			5,391,059
Office Electronics		0.8			8,300,210
Oil, Gas & Consumable Fuels		5.7			58,717,161
Personal Products		0.4			3,762,203
Pharmaceuticals		5.3			54,127,556
Professional Services		0.6			5,876,159
Real Estate Investment Trusts (REITs)		0.7			6,809,783
Real Estate Management & Development		1.7			16,929,034
Road & Rail		0.3			3,296,826
Semiconductors & Semiconductor Equipment		0.7			7,319,444
Software		1.2			12,152,680
Specialty Retail		1.1			11,684,244
Textiles, Apparel & Luxury Goods		1.6			16,270,714
Tobacco		0.4			3,690,242
Trading Companies & Distributors		1.8			17,943,103
Transportation Infrastructure		0.7			6,987,928
Wireless Telecommunication Services		2.2			22,610,331
Other ⁽¹⁾		8.2			83,446,953

Total					$1,062,716,825


⁽¹⁾		Cash & Cash Equivalents.

Investments in Derivatives

At December 31, 2010, $2,400,000 was held in a margin deposit account as collateral to cover initial margin requirements on open stock index futures contracts.

Futures Contracts Outstanding at December 31, 2010

Number of

contracts

Notional

Expiration

Unrealized

Contract description

long (short)

market value

date

appreciation

depreciation

E-Mini MSCI EAFE Index

300

$24,915,000

March 2011

$475,815

$—

See accompanying Notes to Financial Statements.

296 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Forward Foreign Currency Exchange Contracts Open at December 31, 2010


			Currency to			Currency to			Unrealized		Unrealized
Counterparty	Exchange date		be delivered			be received			appreciation		depreciation
Morgan Stanley		January 3, 2011		283,935			299,238			$—		$(4,989	)
				(CHF	)		(USD	)

Bank of America		January 3, 2011		3,640			4,810			—		(56	)
				(EUR	)		(USD	)

Brown Brothers Harriman & Co.		January 3, 2011		341,665			263,834			—		(2,779	)
				(SGD	)		(USD	)

Bank of America		January 3, 2011		476,958			360,921			5,522		—
				(USD	)		(EUR	)

Brown Brothers Harriman & Co.		January 3, 2011		401,639			520,123			4,231		—
				(USD	)		(SGD	)

Goldman, Sachs & Co.		January 4, 2011		53,306			56,890			—		(225	)
				(CHF	)		(USD	)

Morgan Stanley		January 4, 2011		51,868			68,980			—		(358	)
				(EUR	)		(USD	)

Citigroup Global Markets Inc.		January 4, 2011		4,458,365			54,370			—		(563	)
				(JPY	)		(USD	)

CS First Boston NZ		January 4, 2011		32,513			25,185			—		(187	)
				(SGD	)		(USD	)

Morgan Stanley		January 4, 2011		71,400			53,688			370		—
				(USD	)		(EUR	)

UBS Securities		January 4, 2011		149,688			96,569			893		—
				(USD	)		(GBP	)

Brown Brothers Harriman & Co.		January 5, 2011		17,500			23,429			35		—
				(EUR	)		(USD	)

CS First Boston NZ		January 5, 2011		52,245,967			636,463			—		(7,272	)
				(JPY	)		(USD	)

Citigroup Global Markets Inc.		January 5, 2011		14,588			11,377			—		(6	)
				(SGD	)		(USD	)

Brown Brothers Harriman & Co.		January 5, 2011		29,539			22,064			—		(44	)
				(USD	)		(EUR	)

CS First Boston NZ		January 5, 2011		1,301,684			106,852,643			14,872		—
				(USD	)		(JPY	)

Citigroup Global Markets Inc.		January 6, 2011		39,096,112			480,001			—		(1,706	)
				(JPY	)		(USD	)

Morgan Stanley		January 6, 2011		8,073			5,168			—		(14	)
				(USD	)		(GBP	)

Total										$25,923		$(18,199	)

Notes to Portfolio of Investments


(a)		Non-income producing.

(b)		At December 31, 2010, security was partially or fully on loan.

(c)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Beginning

Purchase

proceeds

Realized

Ending

Dividends or

Issuer

cost

from sales

gain/loss

cost

interest income

Value

Columbia Short-Term Cash Fund

$11,535

$847,295,787

$(809,557,015

)

$—

$37,750,307

$70,839

$37,750,307


(d)		The rate shown is the seven-day current annualized yield at December 31, 2010.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 297

Portfolio of Investments (continued) VP – Pyramis ^® International Equity Fund

Notes to Portfolio of Investments (continued)


(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$25,198
Archer Daniels		259,234
Asb Finance Ltd		307,122
Banco Bilbao Vizcaya		829,061
Banco Bilbao Vizcaya Argentaria/New York NY		12,260
BP Capital Markets		154,073
BPCE		110,771
Central American Bank		960
Commonwealth Bank of Australia		155,968
Credit Agricole NA		255
Danske Corp		383,706
Electricite De France		635,382
European Investment Bank		854,923
Gdz Suez		131,977
Golden Funding Corp		9,086
Ing (US) Funding LLC		40
Natexis Banques		98,669
Nationwide Building		615,131
Natixis NY		47,999
Natixis US Finance Co		800
Prudential PLC		185,570
Silver Tower US Fund		2,400
Skandin Ens Banken		24,018
Societe Gen No Amer		399,797
Societe Generale NY		5,199
UBS Ag Stamford		401

Total market value of collateral securities		$5,250,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$4,279,754

Total market value of collateral securities		$4,279,754



Merrill Lynch Pierce Fenner & Smith, Inc. (0.250%)
Security description	Value
Federal Home Loan Banks		$462,827
Federal Home Loan Mortgage Corp		269,471
Federal National Mortgage Association		299,919
Government National Mortgage Association		4,067,797

Total market value of collateral securities		$5,100,014

See accompanying Notes to Financial Statements.

298 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Mizuho Securities USA, Inc. (0.500%)
Security description	Value
Fannie Mae Grantor Trust		$5,433
Fannie Mae Pool		4,564,838
Fannie Mae REMICS		471,096
Fannie Mae Whole Loan		12,799
Federal Farm Credit Bank		7,331
Federal Home Loan Banks		190,209
Federal Home Loan Mortgage Corp		29,295
FHLMC Structured Pass Through Securities		27,746
Freddie Mac Gold Pool		2,391,951
Freddie Mac Non Gold Pool		283,815
Freddie Mac REMICS		527,377
Ginnie Mae II Pool		386,170
Government National Mortgage Association		716,311
United States Treasury Note/Bond		1,606,445

Total market value of collateral securities		$11,220,816



Nomura Securities (0.500%)
Security description	Value
Fannie Mae Pool		$2,283,415
Freddie Mac Gold Pool		2,816,585

Total market value of collateral securities		$5,100,000



Pershing LLC (0.450%)
Security description	Value
Fannie Mae Pool		$1,557,918
Fannie Mae REMICS		351,276
Freddie Mac Gold Pool		133,255
Freddie Mac REMICS		463,642
Ginnie Mae I Pool		118,675
Government National Mortgage Association		435,234

Total market value of collateral securities		$3,060,000

Currency Legend


CHF		Swiss Franc
EUR		European Monetary Unit
GBP		British Pound Sterling
JPY		Japanese Yen
SGD		Singapore Dollar

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 299

Portfolio of Investments (continued) VP – Pyramis ^® International Equity Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

300 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other			Level 3
	in active		significant			significant
	markets for		observable			unobservable
Description(a)	identical assets		inputs(b)			inputs		Total
Equity Securities
Common Stocks
Consumer Discretionary		$—		$104,929,670			$—		$104,929,670
Consumer Staples		—		96,563,187			—		96,563,187
Energy		—		76,679,353			—		76,679,353
Financials		—		231,345,024			—		231,345,024
Health Care		—		77,636,493			—		77,636,493
Industrials		—		130,445,942			—		130,445,942
Information Technology		—		51,224,242			—		51,224,242
Materials		—		116,008,014			—		116,008,014
Telecommunication Services		—		57,206,142			—		57,206,142
Utilities		—		26,982,984			—		26,982,984
Preferred Stocks
Consumer Discretionary		—		10,248,821			—		10,248,821

Total Equity Securities		—		979,269,872			—		979,269,872

Other
Affiliated Money Market Fund(c)		37,750,307		—			—		37,750,307
Investments of Cash Collateral Received for Securities on Loan		—		45,696,646			—		45,696,646

Total Other		37,750,307		45,696,646			—		83,446,953

Investments in Securities		37,750,307		1,024,966,518			—		1,062,716,825
Derivatives(d)
Assets
Futures Contracts		475,815		—			—		475,815
Forward Foreign Currency Exchange Contracts		—		25,923			—		25,923
Liabilities
Forward Foreign Currency Exchange Contracts		—		(18,199	)		—		(18,199	)

Total		$38,226,122		$1,024,974,242			$—		$1,063,200,364


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

(d)		Derivatives are valued at unrealized appreciation (depreciation).

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 301

Portfolio of Investments

VP – Wells Fargo Short Duration Government Fund

December 31, 2010

(Percentages represent value of investments compared to net assets)


	Coupon			Principal
Issuer	rate			amount		Value

Corporate Bonds & Notes (2.4%)
OTHER FINANCIAL INSTITUTIONS (2.4%)
FIH Erhvervsbank A/S Government Liquid Guaranteed (a)
06/12/13		2.000	%		$38,000,000		$38,631,104


Total Corporate Bonds & Notes
(Cost: $37,905,760)							$38,631,104


Residential Mortgage-Backed Securities — Agency (50.8%)

Federal Home Loan Mortgage Corp. (b)
06/01/20		5.500	%		$19,628,340		$21,171,005
12/01/38		6.500	%		5,052,871		5,594,680
05/01/35		7.000	%		12,780,767		14,556,013
09/01/38		7.500	%		4,838,705		5,473,993
CMO Series 2420 Class XK
02/15/32		6.500	%		4,381,229		4,821,074
CMO Series 3010 Class WA
03/15/19		4.500	%		15,500,531		16,119,691
CMO Series 3510 Class BD
03/15/32		4.500	%		4,619,000		4,874,501
CMO Series 3531 Class JA
05/15/39		4.500	%		10,552,280		11,049,899
CMO Series 3704 Class CT
12/15/36		7.000	%		4,267,642		4,785,417
CMO Series T-41 Class 3A
07/25/32		7.299	%		194,276		225,919
CMO Series T-42 Class A5
02/25/42		7.500	%		93,013		108,814
CMO Series T-51 Class 2A
08/25/42		7.500	%		3,003,368		3,489,538
CMO Series T-57 Class 1A3
07/25/43		7.500	%		731,176		853,191
CMO Series T-59 Class 1A3
10/25/43		7.500	%		282,912		330,972
Structured Pass-Through Securities
CMO Series T-55 Class 1A2
03/25/43		7.000	%		2,899		3,255
CMO Series T-60 Class 1A2
03/25/44		7.000	%		279,646		322,415
CMO Series T-60 Class 1A3
03/25/44		7.500	%		119,888		139,895
Federal Home Loan Mortgage Corp. (b)(c)
03/01/36		5.659	%		8,832,217		9,422,217
04/01/37		6.093	%		2,304,613		2,479,452
09/01/37		6.148	%		2,633,390		2,838,894
Federal Home Loan Mortgage Corp. (b)(c)(d)
07/01/38		5.753	%		26,354,094		28,331,977
Federal National Mortgage Association (b)
08/01/37		6.000	%		31,100,889		34,184,250
08/01/36-10/01/38		6.500	%		120,443,217		136,260,503
04/01/35-08/01/36		7.000	%		24,653,155		28,082,957
09/01/37		7.500	%		5,399,002		6,090,412
CMO Series 1999-T2 Class A1
01/19/39		7.500	%		542,103		619,094
CMO Series 2000-T6 Class A1
06/25/30		7.500	%		1,085,895		1,231,220
CMO Series 2001-81 Class HE
01/25/32		6.500	%		10,806,550		12,048,503
CMO Series 2001-T1 Class A1
10/25/40		7.500	%		4,185,308		4,763,536
CMO Series 2001-T10 Class A1
12/25/41		7.000	%		3,119,256		3,572,954
CMO Series 2001-T10 Class A2
12/25/41		7.500	%		34,999		40,511
CMO Series 2001-T12 Class A2
08/25/41		7.500	%		962,322		1,101,159
CMO Series 2001-T3 Class A1
11/25/40		7.500	%		1,179,018		1,370,609
CMO Series 2001-T4 Class A1
07/25/41		7.500	%		174,438		201,569
CMO Series 2001-T7 Class A1
02/25/41		7.500	%		978,033		1,107,472
CMO Series 2001-T8 Class A1
07/25/41		7.500	%		3,557,539		4,097,750
CMO Series 2001-W3 Class A
09/25/41		7.000	%		251,182		288,042
CMO Series 2002-14 Class A1
01/25/42		7.000	%		1,231,285		1,395,584
CMO Series 2002-14 Class A2
01/25/42		7.500	%		2,548,645		2,896,660
CMO Series 2002-26 Class A1
01/25/48		7.000	%		1,678,265		1,923,711
CMO Series 2002-26 Class A2
01/25/48		7.500	%		2,249,615		2,535,739
CMO Series 2002-33 Class A2
06/25/32		7.500	%		263,782		308,519
CMO Series 2002-T12 Class A3
05/25/42		7.500	%		1,002,235		1,157,581
CMO Series 2002-T16 Class A2
07/25/42		7.000	%		47,970		55,090
CMO Series 2002-T16 Class A3
07/25/42		7.500	%		704,828		817,600
CMO Series 2002-T18 Class A4
08/25/42		7.500	%		1,658,488		1,927,993
CMO Series 2002-T19 Class A3
07/25/42		7.500	%		1,795,137		2,059,919
CMO Series 2002-T4 Class A2
12/25/41		7.000	%		6,800		7,793
CMO Series 2002-T4 Class A3
12/25/41		7.500	%		1,711,034		1,933,469
CMO Series 2002-T6 Class A2
10/25/41		7.500	%		480,006		545,351
CMO Series 2002-W1 Class 2A
02/25/42		7.365	%		939,115		1,079,982
CMO Series 2002-W3 Class A5
11/25/41		7.500	%		1,525,464		1,766,951
CMO Series 2002-W4 Class A5
05/25/42		7.500	%		596,598		693,545
CMO Series 2002-W6 Class 2A
06/25/42		7.324	%		591,801		684,302
CMO Series 2002-W7 Class A5
02/25/29		7.500	%		2,058,256		2,377,286
CMO Series 2002-W8 Class A3
06/25/42		7.500	%		217,789		249,913
CMO Series 2003-37 Class QD
05/25/32		5.000	%		7,671,842		8,058,673
CMO Series 2003-W2 Class 1A3
07/25/42		7.500	%		1,893,210		2,200,857
CMO Series 2003-W3 Class 1A2
08/25/42		7.000	%		645,852		740,388
CMO Series 2003-W3 Class 1A3
08/25/42		7.500	%		1,131,182		1,298,031
CMO Series 2003-W4 Class 4A
10/25/42		7.500	%		1,406,428		1,608,037
CMO Series 2004-61 Class EX
01/25/33		4.500	%		19,834		19,823
CMO Series 2004-T2 Class 1A3
11/25/43		7.000	%		2,264,710		2,596,511
CMO Series 2004-T2 Class 1A4
11/25/43		7.500	%		1,853,684		2,127,102
CMO Series 2004-T3 Class 1A3
02/25/44		7.000	%		88,287		101,220
CMO Series 2004-T3 Class 1A4
02/25/44		7.500	%		2,245,714		2,576,957
CMO Series 2004-W1 Class 2A2
12/25/33		7.000	%		397,851		456,120
CMO Series 2004-W11 Class 1A4
05/25/44		7.500	%		2,301,837		2,675,886
CMO Series 2004-W12 Class 1A3
07/25/44		7.000	%		642,939		737,077
CMO Series 2004-W12 Class 1A4
07/25/44		7.500	%		811,944		943,885
CMO Series 2004-W14 Class 2A
07/25/44		7.500	%		307,461		355,763
CMO Series 2004-W2 Class 5A
03/25/44		7.500	%		612,956		701,835
CMO Series 2005-W3 Class 1A
03/25/45		7.500	%		3,034,650		3,486,491
CMO Series 2004-W9 Class 1A3
02/25/44		6.050	%		8,287,000		9,455,769
CMO Series 2004-W9 Class 2A3
02/25/44		7.500	%		1,894,011		2,198,841
CMO Series 2005-83 Class LA
10/25/35		5.500	%		8,944,065		9,866,033
CMO Series 2005-W1 Class 1A4
10/25/44		7.500	%		3,221,437		3,736,589
CMO Series 2005-W4 Class 1A3
08/25/35		7.000	%		192,108		220,170
CMO Series 2006-125 Class AE
05/25/31		5.750	%		3,224,844		3,297,322
CMO Series 2006-30 Class AB
06/25/33		5.500	%		5,879,926		6,121,728
CMO Series 2006-4 Class PB
09/25/35		6.000	%		12,955,148		14,278,077
CMO Series 2007-16 Class AB
08/25/35		6.000	%		4,320,863		4,645,506
CMO Series 2009-19 Class TA
12/25/37		4.500	%		4,497,634		4,714,013
CMO Series 2009-2 Class GA
11/25/45		5.500	%		4,583,186		4,798,601
CMO Series 2009-2 Class MA
02/25/39		4.000	%		4,222,560		4,269,864
CMO Series 2009-42 Class AP
03/25/39		4.500	%		6,252,639		6,432,086
CMO Series 2009-47 Class MT
07/25/39		7.000	%		3,716,550		4,139,760

See accompanying Notes to Financial Statements.

302 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Coupon			Principal
Issuer	rate			amount		Value

Residential Mortgage-Backed Securities — Agency (continued)
CMO Series 2009-47 Class PA
07/25/39		4.500	%		$6,535,630		$6,899,173
CMO Series 2010-64 Class BA
05/25/40		5.000	%		16,771,097		17,372,795
CMO Series 2044-W8 Class 3A
06/25/44		7.500	%		2,772,599		3,200,741
Federal National Mortgage Association (b)(c)
06/01/37		5.858	%		18,553,446		19,961,231
CMO Series 2003-W1 Class 2A
12/25/42		7.349	%		448,642		513,080
CMO Series 2003-W6 Class PT1
09/25/42		9.876	%		34,181		40,183
Federal National Mortgage Association (b)(d)
10/01/21		5.500	%		33,985,007		36,687,877
04/01/38		7.000	%		55,340,170		63,045,915
Government National Mortgage Association (b)
08/15/36		6.500	%		4,426,362		5,030,926
CMO Series 2009-32 Class AP
05/16/39		4.000	%		4,330,005		4,465,621
Government National Mortgage Association (b)(c)
10/20/40-12/20/40		3.500	%		105,511,001		109,662,670
09/20/40-10/20/40		4.000	%		20,123,631		21,157,515
Government National Mortgage Association (b)(e)
01/26/11-03/24/11		3.500	%		7,000,000		7,222,867


Total Residential Mortgage-Backed Securities — Agency
(Cost: $798,638,183)							$800,589,950


Commercial Mortgage-Backed Securities (7.8%)

Bear Stearns Commercial Mortgage Securities Series 2004-PWR4 Class A2 (b)
06/11/41		5.286	%		$7,355,305		$7,704,108
Credit Suisse First Boston Mortgage Securities Corp. (b) Series 2002-CKN2 Class A3
04/15/37		6.133	%		10,000,000		10,414,917
Series 2003-CPN1 Class A2
03/15/35		4.597	%		2,509,000		2,624,276
Developers Diversified Realty Corp. Series 2009-DDR1 Class A (a)(b)
10/14/22		3.807	%		9,772,782		10,142,704
Federal Home Loan Mortgage Corp. CMO Series K007 Class A1 (b)
12/25/19		3.342	%		4,449,604		4,518,077
Federal National Mortgage Association (b)
12/01/11		5.622	%		10,236,121		10,497,271
07/01/12		6.108	%		9,523,681		9,962,407
Greenwich Capital Commercial Funding Corp. Series 2005-GG5 Class A41 (b)(c)
04/10/37		5.243	%		8,907,000		9,330,430
JP Morgan Chase Commercial Mortgage Securities Corp. (a)(b) Series 2009-IWST Class A1
12/05/27		4.314	%		6,846,161		7,173,123
JP Morgan Chase Commercial Mortgage Securities Corp. (b) Series 2003-CB7 Class A4
01/12/38		4.879	%		3,124,000		3,309,764
Series 2005-LDP5 Class A4
12/15/44		5.203	%		840,000		905,507
LB-UBS Commercial Mortgage Trust (b) Series 2004-C1 Class A4
01/15/31		4.568	%		2,098,000		2,189,787
Series 2005-C7 Class A3
11/15/30		5.442	%		3,163,000		3,320,566
Merrill Lynch Mortgage Trust Series 2003-KEY1 Class A4 (b)
11/12/35		5.236	%		20,719,000		21,962,310
Morgan Stanley Capital I (b) Series 2003-IQ4 Class A2
05/15/40		4.070	%		4,086,739		4,235,112
Series 2003-IQ6 Class A4
12/15/41		4.970	%		11,210,000		11,944,925
Series 2004-HQ3 Class A4
01/13/41		4.800	%		2,000,000		2,095,297


Total Commercial Mortgage-Backed Securities
(Cost: $122,158,095)							$122,330,581


Asset-Backed Securities (6.7%)

Ally Auto Receivables Trust Series 2010-4 Class A4
12/15/15		1.350	%		$4,828,000		$4,720,392
Amxca Series 2007-8 Class A (c)
05/15/15		0.560	%		6,563,000		6,571,401
Capital One Multi-Asset Execution Trust Series 2005-A10 Class A (c)
09/15/15		0.340	%		2,618,000		2,600,314
Chase Issuance Trust Series 2009-A2 Class A2 (c)
04/15/14		1.810	%		22,802,000		23,180,244
Honda Auto Receivables Owner Trust Series 2010-3 Class A4
11/21/13		0.940	%		11,279,000		11,133,066
MBNA Credit Card Master Note Trust Series 2006-A5 Class A5 (c)
10/15/15		0.320	%		14,737,000		14,634,090
Nissan Auto Receivables Owner Trust Series 2010-A Class A4
09/15/16		1.310	%		6,400,000		6,337,969
SLM Student Loan Trust (c) Series 2002-6 Class A4CP
03/15/19		0.590	%		5,106,066		5,097,072
Series 2005-1 Class A2
04/27/20		0.368	%		4,860,962		4,824,888
Series 2008-2 Class A2
01/25/17		0.738	%		8,706,000		8,717,048
Series 2008-6-A2
10/25/17		0.838	%		18,056,000		18,155,429


Total Asset-Backed Securities
(Cost: $106,217,751)							$105,971,913


U.S. Treasury Obligations (28.2%)

U.S. Treasury
12/31/12		0.625	%		1,363,000		1,363,745
U.S. Treasury (d)
10/31/12		0.375	%		25,746,000		25,667,552
11/30/12		0.500	%		85,198,000		85,088,180
05/15/13		3.625	%		90,000,000		96,215,580
12/15/13		0.750	%		137,877,000		136,864,466
U.S. Treasury (e)
12/31/12		0.625	%		98,624,000		98,677,947


Total U.S. Treasury Obligations
(Cost: $444,206,108)							$443,877,470


	Shares		Value

Money Market Fund (5.0%)

Columbia Short-Term Cash Fund, 0.229% (f)(g)		78,369,813		$78,369,813


Total Money Market Fund
(Cost: $78,369,813)				$78,369,813


	Effective			Par/
Issuer	yield			principal		Value

Treasury Note Short-Term (1.8%)

U.S. Treasury Bill (d)
01/27/11		0.050	%		$28,124,000		$28,122,929


Total Treasury Note Short-Term
(Cost: $28,122,968)							$28,122,929


Investments of Cash Collateral Received for Securities on Loan (28.3%)


Asset-Backed Commercial Paper (1.8%)
Antalis US Funding Corp.
01/10/11		0.360	%		$9,998,900		$9,998,900
Rheingold Securitization
01/25/11		0.551	%		4,992,972		4,992,972
02/16/11		0.521	%		2,996,013		2,996,013
Royal Park Investments Funding Corp.
03/25/11		0.501	%		9,987,084		9,987,084

Total							27,974,969


Certificates of Deposit (17.3%)
Bank of Nova Scotia
01/03/11		0.300	%		20,000,000		20,000,000
Banque et Caisse d’Epargne de l’Etat
02/16/11		0.305	%		4,996,106		4,996,106
02/22/11		0.300	%		14,988,509		14,988,509
Caisse des Depots
02/23/11		0.340	%		12,500,000		12,500,000
Clydesdale Bank PLC
01/21/11		0.370	%		5,000,000		5,000,000
Credit Agricole
01/03/11		0.260	%		20,000,000		20,000,000
Credit Industrial et Commercial
02/22/11		0.395	%		7,000,000		7,000,000
02/23/11		0.380	%		9,990,298		9,990,298
DZ Bank AG
01/18/11		0.345	%		9,994,062		9,994,062
01/21/11		0.335	%		4,997,210		4,997,210

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 303

Portfolio of Investments (continued) VP – Wells Fargo Short Duration Government Fund


	Effective			Par/
Issuer	yield			principal		Value

Investments of Cash Collateral Received for Securities on Loan (continued)

Certificates of Deposit (cont.)
Den Danske Bank
01/04/11		0.400	%		$20,000,000		$20,000,000
Development Bank of Singapore Ltd.
01/25/11		0.310	%		8,000,000		8,000,000
02/09/11		0.300	%		10,000,000		10,000,000
La Banque Postale
02/17/11		0.365	%		10,000,000		10,000,000
Landesbank Hessen Thuringen
01/03/11		0.300	%		15,000,066		15,000,066
Mitsubishi UFJ Trust and Banking Corp.
02/22/11		0.320	%		10,000,000		10,000,000
N.V. Bank Nederlandse Gemeenten
01/27/11		0.330	%		5,000,000		5,000,000
Natixis
01/03/11		0.180	%		2,000,000		2,000,000
03/07/11		0.440	%		12,000,000		12,000,000
Norinchukin Bank
03/02/11		0.350	%		10,000,250		10,000,250
Pohjola Bank PLC
03/16/11		0.660	%		12,000,000		12,000,000
Societe Generale
02/17/11		0.310	%		7,494,063		7,494,063
02/24/11		0.305	%		4,996,106		4,996,106
Sumitomo Mitsui Banking Corp.
01/12/11		0.300	%		12,000,000		12,000,000
Sumitomo Trust & Banking Co., Ltd.
02/18/11		0.345	%		5,000,000		5,000,000
02/18/11		0.350	%		15,000,000		15,000,000
United Overseas Bank Ltd.
01/18/11		0.330	%		5,000,000		5,000,000

Total							272,956,670


Commercial Paper (1.3%)
Macquarie Bank Ltd.
02/09/11		0.375	%		9,991,146		9,991,146
Suncorp Metway Ltd.
01/10/11		0.400	%		9,996,333		9,996,333

Total							19,987,479


Other Short-Term Obligations (0.4%)
Goldman Sachs Group, Inc. (The)
01/14/11		0.350	%		6,000,000		6,000,000


Repurchase Agreements (7.5%)
Barclays Capital, Inc. dated 10/13/10, matures 01/31/11, repurchase price $15,003,875 (h)
		0.300	%		15,000,000		15,000,000
Cantor Fitzgerald & Co. dated 12/31/10, matures 01/03/11, repurchase price $20,000,667 (h)
		0.400	%		20,000,000		20,000,000
Goldman Sachs & Co. dated 12/31/10, matures 01/03/11, repurchase price $1,094,838 (h)
		0.170	%		1,094,823		1,094,823
Nomura Securities dated 12/31/10, matures 01/03/11, repurchase price $83,002,075 (h)
		0.300	%		83,000,000		83,000,000

Total							119,094,823


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $446,013,941)							$446,013,941


Total Investments
(Cost: $2,061,632,619)							$2,063,907,701
Other Assets & Liabilities, Net						(	488,923,765)


Net Assets							$1,574,983,936

Notes to Portfolio of Investments


(a)		Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At December 31, 2010, the value of these securities amounted to $55,946,931 or 3.55% of net assets.

(b)		The maturity dates shown represent the original maturity of the underlying obligation. Actual maturity may vary based upon prepayment activity on these obligations. Unless otherwise noted, the coupon rates presented are fixed rates.

(c)		Variable rate security. The interest rate shown reflects the rate as of December 31, 2010.

(d)		At December 31, 2010, security was partially or fully on loan.

(e)		Represents a security purchased on a when-issued or delayed delivery basis.

(f)		The rate shown is the seven-day current annualized yield at December 31, 2010.

(g)		Investments in affiliates during the year ended December 31, 2010:

Sales cost/

Dividends

Beginning

Purchase

proceeds

Realized

Ending

or interest

Issuer

cost

from sales

gain/loss

cost

income

Value

Columbia Short-Term Cash Fund

$8,529

$3,383,664,048

$(3,305,302,764

)

$—

$78,369,813

$179,244

$78,369,813

See accompanying Notes to Financial Statements.

304 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


(h)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Barclays Capital, Inc. (0.300%)
Security description	Value
Arabella Ltd		$75,595
Archer Daniels		777,702
ASB Finance Ltd		921,365
Banco Bilbao Vizcaya		2,487,184
Banco Bilbao Vizcaya Argentaria/New York NY		36,779
BP Capital Markets		462,219
BPCE		332,312
Central American Bank		2,880
Commonwealth Bank of Australia		467,902
Credit Agricole NA		767
Danske Corp		1,151,117
Electricite De France		1,906,146
European Investment Bank		2,564,769
Gdz Suez		395,932
Golden Funding Corp		27,257
Ing (US) Funding LLC		120
Natexis Banques		296,006
Nationwide Building		1,845,392
Natixis NY		143,999
Natixis Us Finance Co		2,400
Prudential PLC		556,711
Silver Tower Fund		7,200
Skandin Ens Banken		72,055
Societe Gen No Amer		1,199,390
Societe Generale NY		15,599
UBS Ag Stamford		1,202

Total market value of collateral securities		$15,750,000



Cantor Fitzgerald & Co. (0.400%)
Security description	Value
Fannie Mae Interest Strip		$640,621
Fannie Mae Pool		1,749,575
Fannie Mae Principal Strip		20,923
Fannie Mae REMICS		1,172,793
Federal Farm Credit Bank		1,090,740
Federal Home Loan Banks		1,954,149
Federal Home Loan Mortgage Corp		146,612
Federal National Mortgage Association		1,694,384
FHLMC Structured Pass Through Securities		693,595
Freddie Mac Non Gold Pool		1,679,437
Freddie Mac Reference REMIC		11,303
Freddie Mac REMICS		1,030,785
Freddie Mac Strips		303,969
Ginnie Mae I Pool		196,471
Ginnie Mae II Pool		1,089,082
Government National Mortgage Association		438,180

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 305

Portfolio of Investments (continued) VP – Wells Fargo Short Duration Government Fund

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%) (continued)
Security description	Value
United States Treasury Inflation Indexed Bonds		$60,229
United States Treasury Note/Bond		4,786,099
United States Treasury Strip Coupon		1,430,544
United States Treasury Strip Principal		210,509

Total market value of collateral securities		$20,400,000



Goldman Sachs & Co. (0.170%)
Security description	Value
Government National Mortgage Association		$1,116,719

Total market value of collateral securities		$1,116,719



Nomura Securities (0.300%)
Security description	Value
AEP Texas Central Transition Funding LLC		$78,100
Ally Auto Receivables Trust		658,682
American Express Credit Account Master Trust		206,756
AmeriCredit Automobile Receivables Trust		636,573
Ameriquest Mortgage Securities Inc		5,324
Asset Securitization Corp		59,257
Atlantic City Electric Transition Funding LLC		213,370
Banc of America Commercial Mortgage Inc		766,911
Bank of America Auto Trust		243,307
Bayview Commercial Asset Trust		188,151
BMW Vehicle Lease Trust		4,262,052
Capital Auto Receivables Asset Trust		2,203,402
Capital One Auto Finance Trust		317,365
Capital One Multi-Asset Execution Trust		463,230
CarMax Auto Owner Trust		1,258,150
CDC Commercial Mortgage Trust		859,139
CenterPoint Energy Transition Bond Co LLC		1,433,967
Chase Issuance Trust		2,780,530
Citibank Credit Card Issuance Trust		56,373
Citibank Omni Master Trust		3,548,038
Citigroup/Deutsche Bank Commercial Mortgage Trust		5,302,298
CNH Equipment Trust		553,721
Commercial Mortgage Asset Trust		57,755
Commercial Mortgage Pass Through Certificates		732,160
Countrywide Home Loan Mortgage Pass Through Trust		135,786
Credit Suisse First Boston Mortgage Securities Corp		4,315,012
Discover Card Master Trust		376,534
Entergy Gulf States Reconstruction Funding LLC		1,422,692
Ford Credit Auto Owner Trust		1,452,053
GE Capital Commercial Mortgage Corp		4,007,910
Greenwich Capital Commercial Funding Corp		1,813,925
GS Mortgage Securities Corp II		1,887,528
Harley-Davidson Motorcycle Trust		3,225,600
Impac CMB Trust		110,093
JP Morgan Chase Commercial Mortgage Securities Corp		3,952,384
JP Morgan Mortgage Trust		344,840
LB-UBS Commercial Mortgage Trust		2,785,256
Merrill Lynch/Countrywide Commercial Mortgage Trust		578,401
Morgan Stanley Dean Witter Capital I		12,649

See accompanying Notes to Financial Statements.

306 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Nomura Securities (0.300%) (continued)
Security description	Value
Nissan Auto Lease Trust		$557,596
Nissan Auto Receivables Owner Trust		1,928,458
PG&E Energy Recovery Funding LLC		2,734,270
SLM Student Loan Trust		11,776,481
Structured Asset Securities Corp		4,619,030
Toyota Auto Receivables Owner Trust		158,496
USAA Auto Owner Trust		658,334
Wachovia Auto Loan Owner Trust		126,294
Wachovia Bank Commercial Mortgage Trust		9,727,856
World Omni Auto Receivables Trust		895,748
World Omni Automobile Lease Securitization Trust		662,163

Total market value of collateral securities		$87,150,000

Abbreviation Legend


CMO		Collateralized Mortgage Obligation

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 307

Portfolio of Investments (continued) VP – Wells Fargo Short Duration Government Fund

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

See accompanying Notes to Financial Statements.

308 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

The following table is a summary of the inputs used to value the Fund’s investments as of December 31, 2010:


	Fair value at December 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Bonds
Corporate Bonds & Notes		$—		$38,631,104		$—		$38,631,104
Residential Mortgage-Backed Securities — Agency		—		793,367,083		7,222,867		800,589,950
Commercial Mortgage-Backed Securities		—		122,330,581		—		122,330,581
Asset-Backed Securities		—		105,971,913		—		105,971,913
U.S. Treasury Obligations		443,877,470		—		—		443,877,470

Total Bonds		443,877,470		1,060,300,681		7,222,867		1,511,401,018

Short-Term Securities
Treasury Note Short-Term		28,122,929		—		—		28,122,929

Total Short-Term Securities		28,122,929		—		—		28,122,929

Other
Affiliated Money Market Fund(c)		78,369,813		—		—		78,369,813
Investments of Cash Collateral Received for Securities on Loan		—		446,013,941		—		446,013,941

Total Other		78,369,813		446,013,941		—		524,383,754

Total		$550,370,212		$1,506,314,622		$7,222,867		$2,063,907,701


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at December 31, 2010.

The following table is a reconciliation of Level 3 assets for which significant unobservable inputs were used to determine fair value.


	Residential
	Mortgage-Backed
	Securities — Agency
Balance as of May 7, 2010 (when shares became available)		$—
Accrued discounts/premiums		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)*		(12,133	)
Sales		—
Purchases		7,235,000
Transfers into Level 3		—
Transfers out of Level 3		—

Balance as of December 31, 2010		$7,222,867


*		Change in unrealized appreciation (depreciation) relating to securities held at December 31, 2010 was $(12,133).

Transfers in and/or out of Level 3 are determined based on the fair value at the beginning of the period for security positions held throughout the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

See accompanying Notes to Financial Statements.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 309

Statement of Assets and Liabilities


	RiverSource			RiverSource			Variable Portfolio –
	Variable Portfolio –			Variable Portfolio –			AllianceBernstein
	Limited Duration Bond			Strategic Income			International Value
December 31, 2010	Fund			Fund			Fund
Assets
Investments, at value
Unaffiliated issuers* (identified cost $2,277,767,769, $796,251,586 and $1,041,689,439)	$	2,292,786,507		$	822,976,473		$	1,212,641,576
Affiliated issuers (identified cost $44,122,639, $54,155,709 and $33,511,746)		44,122,639			54,155,709			33,511,746
Investment of cash collateral received for securities on loan (identified cost $166,907,172, $143,378,234 and $65,921,154)		166,907,172			143,378,234			65,921,154

Total investments (identified cost $2,488,797,580, $993,785,529, and $1,141,122,339)		2,503,816,318			1,020,510,416			1,312,074,476
Foreign currency (identified cost $—, $436,756 and $9,733,874)		—			449,654			9,911,482
Margin deposits on future contracts		5,439,800			—			958,697
Unrealized appreciation on forward foreign currency exchange contracts		—			550,187			5,023,792
Receivable for:
Capital shares sold		—			12,980			—
Investments sold		—			127,955			388,253
Dividends		5,166			11,742			963,850
Interest		32,668,368			11,652,227			45,017
Reclaims		84,877			270,721			308,765
Variation margin on futures contracts		—			88,441			—
Expense reimbursement due from Investment Manager		118,039			69,445			98,842

Total assets		2,542,132,568			1,033,743,768			1,329,773,174

Liabilities
Disbursements in excess of cash		—			7,824			—
Due upon return of securities on loan		166,907,172			143,378,234			65,921,154
Unrealized depreciation on forward foreign exchange currency contracts		—			810,891			3,020,473
Payable for:
Investments purchased		—			201,123			4,869,352
Investments purchased on a delayed delivery basis		—			16,332,533			—
Capital shares purchased		539,992			373,773			6,977
Variation margin on futures contracts		1,688,837			—			—
Investment management fees		916,975			377,718			879,388
Distribution fees		253			260			105
Transfer agent fees		119,059			43,688			62,768
Administration fees		125,429			49,452			79,601
Other expenses		174,967			172,738			179,005

Total liabilities		170,472,684			161,748,234			75,018,823

Net assets applicable to outstanding shares	$	2,371,659,884		$	871,995,534		$	1,254,754,351

Represented by
Paid-in capital	$	2,315,527,807		$	814,087,512		$	1,045,411,554
Undistributed net investment income		34,148,322			23,398,700			2,370,290
Accumulated net realized gain (loss)		(6,465,300	)		6,734,830			34,140,279
Unrealized appreciation (depreciation) on:
Investments		15,018,738			26,724,887			170,952,137
Foreign currency translations		—			42,583			154,181
Forward foreign currency exchange contracts		—			(260,704	)		2,003,319
Futures contracts		13,430,317			1,267,726			(277,409	)

Total — representing net assets applicable to outstanding shares	$	2,371,659,884		$	871,995,534		$	1,254,754,351

*Value of securities on loan	$	162,659,103		$	188,508,097		$	63,288,812

Net assets applicable to outstanding shares
Class 1	$	2,370,409,589		$	870,578,046		$	1,254,171,370
Class 2	$	1,250,295		$	1,417,488		$	582,981
Outstanding shares of beneficial interest
Class 1		230,816,955			81,972,023			111,457,013
Class 2		121,999			133,572			51,880
Net asset value per share
Class 1	$	10.27		$	10.62		$	11.25
Class 2	$	10.25		$	10.61		$	11.24

The accompanying Notes to Financial Statements are an integral part of this statement.

310 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Variable Portfolio –		Variable Portfolio –		Variable Portfolio –
	American Century		American Century		Columbia Wanger
	Diversified Bond		Growth		International Equities
December 31, 2010	Fund		Fund		Fund
Assets
Investments, at value
Unaffiliated issuers* (identified cost $1,901,285,171, $1,484,385,453 and $373,975,161)	$	1,907,084,097	$	1,756,838,313	$	466,267,839
Affiliated issuers (identified cost $108,114,030, $24,540,898 and $35,727,879)		108,114,030		24,540,898		35,727,879
Investment of cash collateral received for securities on loan (identified cost $416,239,169, $366,540,420 and $51,901,837)		416,239,169		366,540,420		51,901,837

Total investments (identified cost $2,425,638,370, $1,875,466,771, and $461,604,877)		2,431,437,296		2,147,919,631		553,897,555
Foreign currency (identified cost $1, $— and $2,317,804)		1		—		2,418,694
Unrealized appreciation on forward foreign currency exchange contracts		1,581,830		—		371
Receivable for:
Investments sold		2,404,625		1,785,500		565,734
Dividends		30,193		901,301		572,669
Interest		13,836,702		40,694		61,710
Reclaims		39,254		—		99,181
Expense reimbursement due from Investment Manager		38,692		91,368		—

Total assets		2,449,368,593		2,150,738,494		557,615,914

Liabilities
Disbursements in excess of cash		—		—		17,243
Due upon return of securities on loan		416,239,169		366,540,420		51,901,837
Unrealized depreciation on forward foreign currency exchange contracts		—		97,011		4,110
Payable for:
Investments purchased		2,006,627		—		295,294
Investments purchased on a delayed delivery basis		30,905,903		—		—
Capital shares purchased		389,828		1,529,925		1,040
Investment management fees		776,706		943,250		386,801
Distribution fees		162		38		234
Transfer agent fees		100,161		90,076		25,079
Administration fees		106,532		81,435		33,439
Other expenses		121,127		118,465		203,757

Total liabilities		450,646,215		369,400,620		52,868,834

Net assets applicable to outstanding shares	$	1,998,722,378	$	1,781,337,874	$	504,747,080

Represented by
Partners’ capital	$	—	$	1,781,337,874	$	—
Paid-in capital		1,960,341,307		—		404,367,567
Undistributed net investment income		21,949,596		—		913,363
Accumulated net realized gain		9,049,541		—		7,060,574
Unrealized appreciation (depreciation) on:
Investments		5,798,926		—		92,292,678
Foreign currency translations		1,178		—		116,637
Forward foreign currency exchange contracts		1,581,830		—		(3,739	)

Total — representing net assets applicable to outstanding shares	$	1,998,722,378	$	1,781,337,874	$	504,747,080

*Value of securities on loan	$	420,819,733	$	357,100,977	$	49,928,459

Net assets applicable to outstanding shares
Class 1	$	1,997,905,442	$	1,781,141,290	$	503,441,509
Class 2	$	816,936	$	196,584	$	1,305,571
Outstanding shares of beneficial interest
Class 1		190,773,560		157,189,271		40,900,721
Class 2		78,105		17,380		106,016
Net asset value per share
Class 1	$	10.47	$	11.33	$	12.31
Class 2	$	10.46	$	11.31	$	12.31

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 311

Statement of Assets and Liabilities (continued)


	Variable Portfolio –		Variable Portfolio –		Variable Portfolio –
	Columbia Wanger		Eaton Vance		Invesco International
	U.S. Equities		Floating-Rate Income		Growth
December 31, 2010	Fund		Fund		Fund
Assets
Investments, at value
Unaffiliated issuers* (identified cost $544,709,094, $742,038,539 and $1,289,323,331)	$	659,336,272	$	754,100,694	$	1,548,606,722
Affiliated issuers (identified cost $2,977,593, $56,641,419 and $96,250,809)		2,977,593		56,641,419		96,250,809
Investment of cash collateral received for securities on loan (identified cost $163,501,680, $— and $131,954,932)		163,501,680		—		131,954,932

Total investments (identified cost $711,188,367, $798,679,958 and $1,517,529,072)		825,815,545		810,742,113		1,776,812,463
Cash		4,860		7,597,213		47,789
Foreign currency (identified cost $—, $— and $259,841)		—		—		261,594
Receivable for:
Capital shares sold		—		3,614		—
Investments sold		34,199		—		—
Dividends		349,920		12,844		2,106,768
Interest		36,530		1,889,865		38,480
Reclaims		—		—		195,117
Expense reimbursement due from Investment Manager		25,645		154,887		52,654

Total assets		826,266,699		820,400,536		1,779,514,865

Liabilities
Due upon return of securities on loan		163,501,680		—		131,954,932
Payable for:
Investments purchased		122,556		995,000		354,950
Investments purchased on a delayed delivery basis		—		28,154,704		—
Capital shares purchased		4,436,806		403,796		328
Investment management fees		474,735		417,169		1,139,434
Distribution fees		136		317		71
Transfer agent fees		33,216		39,729		82,271
Administration fees		43,644		45,164		102,355
Other expenses		101,293		180,391		212,495

Total liabilities		168,714,066		30,236,270		133,846,836

Net assets applicable to outstanding shares	$	657,552,633	$	790,164,266	$	1,645,668,029

Represented by
Partners’ capital	$	657,552,633	$	—	$	—
Paid-in capital		—		759,626,420		1,368,685,735
Undistributed (excess of distributions over) net investment income		—		16,779,772		(4,515	)
Accumulated net realized gain		—		1,695,919		17,697,099
Unrealized appreciation (depreciation) on:
Investments		—		12,062,155		259,283,391
Foreign currency translations		—		—		6,319

Total — representing net assets applicable to outstanding shares	$	657,552,633	$	790,164,266	$	1,645,668,029

*Value of securities on loan	$	158,784,142	$	—	$	126,980,965

Net assets applicable to outstanding shares
Class 1	$	656,773,336	$	788,429,535	$	1,645,211,683
Class 2	$	779,297	$	1,734,731	$	456,346
Outstanding shares of beneficial interest
Class 1		55,333,084		79,460,787		141,331,145
Class 2		65,764		176,503		39,237
Net asset value per share
Class 1	$	11.87	$	9.92	$	11.64
Class 2	$	11.85	$	9.83	$	11.63

The accompanying Notes to Financial Statements are an integral part of this statement.

312 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Variable Portfolio –		Variable Portfolio –
	J.P. Morgan		Jennison		Variable Portfolio –
	Core Bond		Mid Cap Growth		MFS Value
December 31, 2010	Fund		Fund		Fund
Assets
Investments, at value
Unaffiliated issuers* (identified cost $1,746,892,918, $703,605,802 and $1,347,197,809)	$	1,754,241,037	$	827,372,498	$	1,515,094,786
Affiliated issuers (identified cost $30,414,213, $13,678,787 and $18,185,654)		30,414,213		13,678,787		18,185,654
Investment of cash collateral received for securities on loan (identified cost $310,502,586, $159,376,990 and $105,389,591)		310,502,586		159,376,990		105,389,591

Total investments (identified cost $2,087,809,717, $876,661,579 and $1,470,773,054)		2,095,157,836		1,000,428,275		1,638,670,031
Cash		192,728		—		—
Foreign currency (identified cost $—, $— and $23,402)		—		—		23,402
Receivable for:
Investments sold		82,107		12,270		—
Dividends		3,463		729,753		2,273,387
Interest		12,410,352		28,458		18,424
Reclaims		14,982		—		35,271
Expense reimbursement due from Investment Manager		36,053		46,338		163,249

Total assets		2,107,897,521		1,001,245,094		1,641,183,764

Liabilities
Disbursements in excess of cash		—		—		25,837
Due upon return of securities on loan		310,502,586		159,376,990		105,389,591
Payable for:
Investments purchased		168,094		—		—
Investments purchased on a delayed delivery basis		2,906,588		—		—
Capital shares purchased		201,716		906,902		143,032
Investment management fees		700,761		534,193		812,161
Distribution fees		227		67		67
Transfer agent fees		90,035		42,735		76,968
Administration fees		96,406		41,297		70,510
Other expenses		129,535		103,351		113,164

Total liabilities		314,795,948		161,005,535		106,631,330

Net assets applicable to outstanding shares	$	1,793,101,573	$	840,239,559	$	1,534,552,434

Represented by
Partners’ capital	$	—	$	840,239,559	$	1,534,552,434
Paid-in capital		1,751,380,871		—		—
Undistributed net investment income		20,497,806		—		—
Accumulated net realized gain		13,874,777		—		—
Unrealized appreciation (depreciation) on:
Investments		7,348,119		—		—

Total — representing net assets applicable to outstanding shares	$	1,793,101,573	$	840,239,559	$	1,534,552,434

*Value of securities on loan	$	332,760,744	$	154,979,563	$	103,430,831

Net assets applicable to outstanding shares
Class 1	$	1,791,928,464	$	839,891,604	$	1,534,187,653
Class 2	$	1,173,109	$	347,955	$	364,781
Outstanding shares of beneficial interest
Class 1		172,459,532		73,924,509		142,564,512
Class 2		113,145		30,705		33,939
Net asset value per share
Class 1	$	10.39	$	11.36	$	10.76
Class 2	$	10.37	$	11.33	$	10.75

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 313

Statement of Assets and Liabilities (continued)


			Variable Portfolio –		Variable Portfolio –
	Variable Portfolio –		Mondrian International		Morgan Stanley
	Marsico Growth		Small Cap		Global Real Estate
December 31, 2010	Fund		Fund		Fund
Assets
Investments, at value
Unaffiliated issuers* (identified cost $1,293,272,097, $235,228,369 and $301,373,533)	$	1,563,765,997	$	295,895,682	$	359,253,108
Affiliated issuers (identified cost $26,447,583, $6,249,441 and $7,978,394)		26,447,583		6,249,441		7,978,394
Investment of cash collateral received for securities on loan (identified cost $307,771,469, $25,038,027 and $36,911,844)		307,771,469		25,038,027		36,911,844

Total investments (identified cost $1,627,491,149, $266,515,837 and $346,263,771)		1,897,985,049		327,183,150		404,143,346
Cash		9,388		—		—
Foreign currency (identified cost $—, $7,935, and $1,732,492)		—		7,935		1,742,869
Unrealized appreciation on forward foreign currency exchange contracts		—		3,568		—
Receivable for:
Capital shares sold		—		—		4,373
Investments sold		7,877,128		58,439		780,725
Dividends		907,351		617,760		822,149
Interest		36,130		28,732		10,163
Reclaims		—		106,906		50,786
Expense reimbursement due from Investment Manager		80,476		—		51,363

Total assets		1,906,895,522		328,006,490		407,605,774

Liabilities
Due upon return of securities on loan		307,771,469		25,038,027		36,911,844
Unrealized depreciation on forward foreign currency exchange contracts		—		—		7,632
Payable for:
Investments purchased		5,285,751		679,073		—
Capital shares purchased		1,864,778		—		26
Investment management fees		846,114		235,185		261,225
Distribution fees		62		1		151
Transfer agent fees		80,363		14,971		18,439
Administration fees		73,340		19,962		24,586
Other expenses		110,268		124,105		135,835

Total liabilities		316,032,145		26,111,324		37,359,738

Net assets applicable to outstanding shares	$	1,590,863,377	$	301,895,166	$	370,246,036

Represented by
Partners’ capital	$	1,590,863,377	$	—	$	—
Paid-in capital		—		234,178,016		302,067,161
Undistributed net investment income		—		460,389		4,981,955
Accumulated net realized gain		—		6,579,931		5,300,774
Unrealized appreciation (depreciation) on:
Investments		—		60,667,313		57,879,575
Foreign currency translations		—		5,949		24,203
Forward foreign currency exchange contracts		—		3,568		(7,632	)

Total — representing net assets applicable to outstanding shares	$	1,590,863,377	$	301,895,166	$	370,246,036

*Value of securities on loan	$	301,029,413	$	23,933,491	$	35,712,791

Net assets applicable to outstanding shares
Class 1	$	1,590,540,052	$	301,888,897	$	369,366,006
Class 2	$	323,325	$	6,269	$	880,030
Outstanding shares of beneficial interest
Class 1		131,883,883		24,237,845		31,475,185
Class 2		26,856		504		75,138
Net asset value per share
Class 1	$	12.06	$	12.46	$	11.74
Class 2	$	12.04	$	12.44	$	11.71

The accompanying Notes to Financial Statements are an integral part of this statement.

314 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


			Variable Portfolio –		Variable Portfolio –
	Variable Portfolio –		Nuveen Winslow		Partners
	NFJ Dividend Value		Large Cap Growth		Small Cap Growth
December 31, 2010	Fund		Fund		Fund
Assets
Investments, at value
Unaffiliated issuers* (identified cost $1,296,015,558, $1,031,998,169 and $390,081,444)	$	1,466,832,283	$	1,176,966,845	$	482,594,035
Affiliated issuers (identified cost $77,230,081, $17,933,881 and $4,581,311)		77,230,081		17,933,881		4,581,311
Investment of cash collateral received for securities on loan (identified cost $179,336,333, $— and $26,507,062)		179,336,333		—		26,507,062
Repurchase agreements (identified cost $—, $—, $65,088,034)		—		—		65,088,034

Total investments (identified cost $1,552,581,972, $1,049,932,050 and $486,257,851)		1,723,398,697		1,194,900,726		578,770,442
Cash		333,412		—		17,862
Receivable for:
Investments sold		2,739,582		—		3,634,603
Dividends		5,159,121		782,433		210,800
Interest		38,865		—		37,756
Expense reimbursement due from Investment Manager		161,566		79,821		(1,236	)

Total assets		1,731,831,243		1,195,762,980		582,670,227

Liabilities
Due upon return of securities on loan		179,336,333		—		91,595,096
Payable for:
Investments purchased		6,552,573		—		2,552,525
Capital shares purchased		138,140		1,889,623		4,231,270
Investment management fees		815,841		646,474		369,828
Distribution fees		33		9		26
Transfer agent fees		77,336		60,399		24,606
Administration fees		70,817		56,703		32,809
Other expenses		112,369		112,493		102,237

Total liabilities		187,103,442		2,765,701		98,908,397

Net assets applicable to outstanding shares	$	1,544,727,801	$	1,192,997,279	$	483,761,830

Represented by
Partners’ capital	$	1,544,727,801	$	1,192,997,279	$	483,761,830

Total — representing net assets applicable to outstanding shares	$	1,544,727,801	$	1,192,997,279	$	483,761,830

*Value of securities on loan	$	175,555,267	$	—	$	88,732,817

Net assets applicable to outstanding shares
Class 1	$	1,544,544,450	$	1,192,955,369	$	483,630,583
Class 2	$	183,351	$	41,910	$	131,247
Outstanding shares of beneficial interest
Class 1		137,204,749		104,434,734		41,096,360
Class 2		16,315		3,677		11,173
Net asset value per share
Class 1	$	11.26	$	11.42	$	11.77
Class 2	$	11.24	$	11.40	$	11.75

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 315

Statement of Assets and Liabilities (continued)


	Variable Portfolio –		Variable Portfolio –		Variable Portfolio –
	PIMCO		Pyramis ^®		Wells Fargo
	Mortgage-Backed		International		Short Duration
	Securities		Equity		Government
December 31, 2010	Fund		Fund		Fund
Assets
Investments, at value
Unaffiliated issuers* (identified cost $1,539,877,426, $820,817,491 and $1,537,248,865)	$	1,540,847,834	$	979,269,872	$	1,539,523,947
Affiliated issuers (identified cost $1,081, $37,750,307 and $78,369,813)		1,081		37,750,307		78,369,813
Investment of cash collateral received for securities on loan (identified cost $69,733,500, $45,696,646 and $446,013,941)		69,733,500		45,696,646		446,013,941

Total investments (identified cost $1,609,612,007, $904,264,444 and $2,061,632,619)		1,610,582,415		1,062,716,825		2,063,907,701
Cash		10,434,153		—		—
Foreign currency (identified cost $—, $9,447 and $—)		—		9,477		—
Margin deposits on future contracts		—		2,400,000		—
Unrealized appreciation on forward foreign currency exchange contracts		—		25,923		—
Receivable for:
Investments sold		682,298,153		2,022,208		72,335,265
Dividends		—		1,099,360		27,161
Interest		3,121,532		10,771		4,850,109
Reclaims		—		227,588		—
Variation margin on futures contracts		—		183,000		—
Expense reimbursement due from Investment Manager		82,000		43,980		23,728

Total assets		2,306,518,253		1,068,739,132		2,141,143,964

Liabilities
Forward sales commitments, at value (proceeds receivable $148,975,000, $— and $—)		151,448,041		—		—
Disbursements in excess of cash		—		126,000		—
Due upon return of securities on loan		69,733,500		45,696,646		446,013,941
Unrealized depreciation on forward foreign currency exchange contracts		—		18,199		—
Payable for:
Investments purchased		579,137,663		2,465,232		12,794,849
Investments purchased on a delayed delivery basis		416,730,472		—		105,852,891
Capital shares purchased		427,255		101		597,417
Collateral and deposits		60,000		—		—
Investment management fees		433,912		723,191		619,381
Distribution fees		98		10		89
Transfer agent fees		54,456		51,065		79,185
Administration fees		60,827		65,932		85,555
Other expenses		214,156		196,256		116,720

Total liabilities		1,218,300,380		49,342,632		566,160,028

Net assets applicable to outstanding shares	$	1,088,217,873	$	1,019,396,500	$	1,574,983,936
1

316 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Variable Portfolio –			Variable Portfolio –		Variable Portfolio –
	PIMCO			Pyramis ^®		Wells Fargo
	Mortgage-Backed			International		Short Duration
	Securities			Equity		Government
December 31, 2010	Fund			Fund		Fund
Represented by
Paid-in capital	$	1,064,645,891		$	833,509,867	$	1,554,089,741
Undistributed net investment income		9,676,739			1,046,530		14,674,211
Accumulated net realized gain		15,397,876			25,887,873		3,944,902
Unrealized appreciation (depreciation) on:
Investments		(1,502,633	)		158,452,381		2,275,082
Foreign currency translations		—			16,310		—
Forward foreign currency exchange contracts		—			7,724		—
Futures contracts		—			475,815		—

Total — representing net assets applicable to outstanding shares	$	1,088,217,873		$	1,019,396,500	$	1,574,983,936

*Value of securities on loan	$	68,571,922		$	43,797,493	$	437,813,555

Net assets applicable to outstanding shares
Class 1	$	1,087,740,038		$	1,019,309,406	$	1,574,514,599
Class 2	$	477,835		$	87,094	$	469,337
Outstanding shares of beneficial interest
Class 1		104,873,549			88,094,443		154,446,343
Class 2		46,139			7,537		46,129
Net asset value per share
Class 1	$	10.37		$	11.57	$	10.19
Class 2	$	10.36		$	11.56	$	10.17

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 317

Statement of Operations


	RiverSource			RiverSource			Variable Portfolio –
	Variable Portfolio –			Variable Portfolio –			AllianceBernstein
	Limited Duration Bond			Strategic Income			International Value
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Net investment income
Income:
Dividends	$	—		$	—		$	14,890,964
Interest		40,542,664			24,607,030			3,663
Dividends from affiliates		302,087			84,442			52,729
Income from securities lending — net		120,123			148,652			222,853
Foreign taxes withheld		(98,382	)		(103,577	)		(1,694,788	)

Total income		40,866,492			24,736,547			13,475,421

Expenses:
Investment management fees		5,800,957			2,429,386			5,844,239
Distribution fees
Class 2		847			656			303
Transfer agent fees
Class 1		757,321			282,557			421,048
Class 2		204			158			73
Administration fees		794,155			317,004			530,913
Compensation of board members		28,922			10,961			15,802
Custodian fees		75,152			82,869			135,192
Printing and postage fees		75,756			75,756			75,756
Professional fees		43,950			41,724			42,939
Other		40,156			19,736			62,581

Total expenses		7,617,420			3,260,807			7,128,846
Fees waived or expenses reimbursed by Investment Manager and its affiliates		(899,250	)		(566,165	)		(808,484	)

Total net expenses		6,718,170			2,694,642			6,320,362

Net investment income		34,148,322			22,041,905			7,155,059

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Investments		4,462,349			9,766,172			34,099,505
Foreign currency transactions		—			(348,784	)		1,392,499
Forward foreign currency exchange contracts		—			65,493			4,323,836
Futures contracts		(10,927,649	)		(1,391,254	)		(330,240	)
Increase from payment by affiliate (see Note 5)		—			—			371,014

Net realized gain (loss)		(6,465,300	)		8,091,627			39,856,614
Net change in unrealized appreciation (depreciation) on:
Investments		15,018,738			26,724,887			170,952,137
Foreign currency translations		—			42,583			154,181
Forward foreign currency exchange contracts		—			(260,704	)		2,003,319
Futures contracts		13,430,317			1,267,726			(277,409	)

Net change in unrealized appreciation		28,449,055			27,774,492			172,832,228

Net realized and unrealized gain		21,983,755			35,866,119			212,688,842

Net increase in net assets resulting from operations	$	56,132,077		$	57,908,024		$	219,843,901


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.

The accompanying Notes to Financial Statements are an integral part of this statement.

318 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Variable Portfolio –			Variable Portfolio –			Variable Portfolio –
	American Century			American Century			Columbia Wanger
	Diversified Bond			Growth			International Equities
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Net investment income
Income:
Dividends	$	—		$	15,907,144		$	5,090,817
Interest		30,143,337			3			172
Dividends from affiliates		215,466			51,751			45,778
Income from securities lending — net		237,736			201,318			248,638
Foreign taxes withheld		—			(50,663	)		(463,412	)

Total income		30,596,539			16,109,553			4,921,993

Expenses:
Investment management fees		5,007,933			6,062,389			2,590,174
Distribution fees
Class 2		407			83			596
Transfer agent fees
Class 1		651,411			577,943			169,559
Class 2		98			20			144
Administration fees		689,809			526,427			223,194
Compensation of board members		25,316			22,028			6,578
Custodian fees		20,555			27,728			196,734
Printing and postage fees		75,756			75,756			75,756
Professional fees		42,588			34,818			39,535
Foreign transaction tax		—			—			365,266
Other		41,914			42,305			14,117

Total expenses		6,555,787			7,369,497			3,681,653
Fees waived or expenses reimbursed by Investment Manager and its affiliates		(697,692	)		(718,777	)		(496,247	)

Total net expenses		5,858,095			6,650,720			3,185,406

Net investment income		24,738,444			9,458,833			1,736,587

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Investments		10,187,282			(9,714,853	)		7,771,266
Foreign currency transactions		(2,944,463	)		38,806			1,722,819
Forward foreign currency exchange contracts		(982,140	)		(325,322	)		(1,249,432	)
Increase from payment by affiliate (see Note 5)		—			—			293,262

Net realized gain (loss)		6,260,679			(10,001,369	)		8,537,915
Net change in unrealized appreciation (depreciation) on:
Investments		5,798,511			272,452,860			92,292,678
Foreign currency translations		1,178			—			116,637
Forward foreign currency exchange contracts		1,581,830			(97,011	)		(3,739	)

Net change in unrealized appreciation		7,381,519			272,355,849			92,405,576

Net realized and unrealized gain		13,642,198			262,354,480			100,943,491

Net increase in net assets resulting from operations	$	38,380,642		$	271,813,313		$	102,680,078


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 319

Statement of Operations (continued)


	Variable Portfolio –			Variable Portfolio –			Variable Portfolio –
	Columbia Wanger			Eaton Vance			Invesco International
	U.S. Equities			Floating-Rate Income			Growth
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Net investment income
Income:
Dividends	$	2,779,468		$	—		$	17,787,537
Interest		—			19,093,472			—
Dividends from affiliates		16,110			190,499			137,884
Income from securities lending — net		212,568			—			230,646
Foreign taxes withheld		(4,620	)		—			(1,708,650	)

Total income		3,003,526			19,283,971			16,447,417

Expenses:
Investment management fees		2,977,895			2,742,951			7,572,177
Distribution fees
Class 2		319			864			177
Transfer agent fees
Class 1		208,445			264,661			543,676
Class 2		77			208			43
Administration fees		272,631			298,661			682,500
Compensation of board members		7,839			10,222			20,823
Custodian fees		15,242			99,638			194,686
Printing and postage fees		75,756			75,756			75,756
Professional fees		30,730			52,747			44,345
Other		15,531			21,720			63,410

Total expenses		3,604,465			3,567,428			9,197,593
Fees waived or expenses reimbursed by Investment Manager and its affiliates		(304,541	)		(1,063,309	)		(556,826	)

Total net expenses		3,299,924			2,504,119			8,640,767

Net investment income (loss)		(296,398	)		16,779,852			7,806,650

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Investments		88,756			1,690,669			16,646,701
Foreign currency transactions		—			—			7,362,944
Forward foreign currency exchange contracts		—			—			(6,378,341	)
Increase from payment by affiliate (see Note 5)		25,087			5,250			1,053,697

Net realized gain		113,843			1,695,919			18,685,001
Net change in unrealized appreciation (depreciation) on:
Investments		114,627,178			12,082,155			259,283,391
Foreign currency translations		—			—			6,319

Net change in unrealized appreciation		114,627,178			12,082,155			259,289,710

Net realized and unrealized gain		114,741,021			13,778,074			277,974,711

Net increase in net assets resulting from operations	$	114,444,623		$	30,557,926		$	285,781,361


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.

The accompanying Notes to Financial Statements are an integral part of this statement.

320 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Variable Portfolio –			Variable Portfolio –
	J.P. Morgan			Jennison			Variable Portfolio –
	Core Bond			Mid Cap Growth			MFS Value
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Net investment income
Income:
Dividends	$	—		$	7,203,298		$	19,600,263
Interest		25,322,096			—			—
Dividends from affiliates		262,865			35,551			59,239
Income from securities lending — net		257,918			145,146			127,691
Foreign taxes withheld		(13,972	)		(41,394	)		(280,598	)

Total income		25,828,907			7,342,601			19,506,595

Expenses:
Investment management fees		4,577,594			3,407,554			5,124,281
Distribution fees
Class 2		609			170			196
Transfer agent fees
Class 1		593,130			276,218			489,080
Class 2		147			41			47
Administration fees		632,435			265,552			447,314
Compensation of board members		23,034			10,495			18,038
Custodian fees		21,152			12,928			30,158
Printing and postage fees		75,756			75,756			75,756
Professional fees		50,950			31,510			34,114
Other		39,135			20,828			24,902

Total expenses		6,013,942			4,101,052			6,243,886
Fees waived or expenses reimbursed by Investment Manager and its affiliates		(682,840	)		(405,722	)		(1,114,656	)

Total net expenses		5,331,102			3,695,330			5,129,230

Net investment income		20,497,805			3,647,271			14,377,365

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Investments		13,874,777			(6,879,460	)		12,589,029
Foreign currency transactions		—			828			(284,936	)
Forward foreign currency exchange contracts		—			—			292,811

Net realized gain (loss)		13,874,777			(6,878,632	)		12,596,904
Net change in unrealized appreciation (depreciation) on:
Investments		7,348,119			123,766,696			167,896,977
Foreign currency translations		—			—			(7,744	)

Net change in unrealized appreciation		7,348,119			123,766,696			167,889,233

Net realized and unrealized gain		21,222,896			116,888,064			180,486,137

Net increase in net assets resulting from operations	$	41,720,701		$	120,535,335		$	194,863,502


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 321

Statement of Operations (continued)


				Variable Portfolio –			Variable Portfolio –
	Variable Portfolio –			Mondrian International			Morgan Stanley
	Marsico Growth			Small Cap			Global Real Estate
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Net investment income
Income:
Dividends	$	11,132,672		$	5,058,753		$	6,978,990
Interest		—			32			7
Dividends from affiliates		112,197			18,791			17,857
Income from securities lending — net		187,627			67,393			54,302
Foreign taxes withheld		—			(431,557	)		(196,647	)

Total income		11,432,496			4,713,412			6,854,509

Expenses:
Investment management fees		5,469,000			1,552,080			1,760,320
Distribution fees
Class 2		160			9			345
Transfer agent fees
Class 1		522,394			99,743			125,857
Class 2		39			2			83
Administration fees		476,901			131,221			165,678
Compensation of board members		19,894			3,768			4,742
Custodian fees		14,128			46,513			67,915
Printing and postage fees		75,756			79,774			71,706
Professional fees		34,132			39,392			44,204
Other		39,889			7,767			34,875

Total expenses		6,652,293			1,960,269			2,275,725
Fees waived or expenses reimbursed by Investment Manager and its affiliates		(686,662	)		—			(509,012	)

Total net expenses		5,965,631			1,960,269			1,766,713

Net investment income		5,466,865			2,753,143			5,087,796

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Investments		(4,203,325	)		6,579,931			4,973,217
Foreign currency transactions		—			(9,855	)		(68,645	)
Forward foreign currency exchange contracts		—			217,408			34,777
Increase from payment by affiliate (see Note 5)		19,621			—			255,586

Net realized gain (loss)		(4,183,704	)		6,787,484			5,194,935
Net change in unrealized appreciation (depreciation) on:
Investments		270,493,900			60,667,313			57,879,575
Foreign currency translations		—			5,949			24,203
Forward foreign currency exchange contracts		—			3,568			(7,632	)

Net change in unrealized appreciation		270,493,900			60,676,830			57,896,146

Net realized and unrealized gain		266,310,196			67,464,314			63,091,081

Net increase in net assets resulting from operations	$	271,777,061		$	70,217,457		$	68,178,877


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.

The accompanying Notes to Financial Statements are an integral part of this statement.

322 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


				Variable Portfolio –			Variable Portfolio –
	Variable Portfolio –			Nuveen Winslow			Partners
	NFJ Dividend Value			Large Cap Growth			Small Cap Growth
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Net investment income
Income:
Dividends	$	35,416,891		$	5,560,043		$	1,698,758
Dividends from affiliates		78,626			42,642			27,818
Income from securities lending — net		577,904			68,233			243,684
Foreign taxes withheld		(670,797	)		(43,000	)		(3,418	)

Total income		35,402,624			5,627,918			1,966,842

Expenses:
Investment management fees		5,171,771			4,179,075			2,084,653
Distribution fees
Class 2		89			26			63
Transfer agent fees
Class 1		493,902			392,841			143,777
Class 2		22			7			15
Administration fees		451,275			369,236			189,415
Compensation of board members		18,223			14,906			5,247
Custodian fees		21,128			20,378			35,388
Printing and postage fees		75,756			74,401			67,719
Professional fees		34,184			32,280			30,177
Other		25,581			30,091			6,958

Total expenses		6,291,931			5,113,241			2,563,412
Fees waived or expenses reimbursed by Investment Manager and its affiliates		(1,112,145	)		(627,276	)		(33,114	)

Total net expenses		5,179,786			4,485,965			2,530,298

Net investment income (loss)		30,222,838			1,141,953			(563,456	)

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Investments		35,360,662			44,872,054			3,998,478
Foreign currency transactions		—			(1,989	)		—

Net realized gain		35,360,662			44,870,065			3,998,478
Net change in unrealized appreciation (depreciation) on:
Investments		170,816,725			144,968,676			92,512,591

Net realized and unrealized gain		206,177,387			189,838,741			96,511,069

Net increase in net assets resulting from operations	$	236,400,225		$	190,980,694		$	95,947,613


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 323

Statement of Operations (continued)


	Variable Portfolio –			Variable Portfolio –			Variable Portfolio –
	PIMCO			Pyramis ^®			Wells Fargo
	Mortgage-Backed			International			Short Duration
	Securities			Equity			Government
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Net investment income
Income:
Dividends	$	—		$	10,700,642		$	—
Interest		10,923,511			389			19,099,056
Dividends from affiliates		803			70,839			179,244
Income from securities lending — net		18,131			111,109			155,236
Foreign taxes withheld		—			(986,553	)		—

Total income		10,942,445			9,896,426			19,433,536

Expenses:
Investment management fees		2,895,760			4,784,388			4,108,854
Distribution fees
Class 2		291			27			272
Transfer agent fees
Class 1		367,370			342,328			529,939
Class 2		70			7			66
Administration fees		407,796			437,802			570,017
Compensation of board members		14,194			12,905			20,480
Custodian fees		214,438			189,786			16,152
Printing and postage fees		80,428			79,774			75,756
Professional fees		38,694			42,091			40,912
Other		27,402			23,792			38,045

Total expenses		4,046,443			5,912,900			5,400,493
Fees waived or expenses reimbursed by Investment Manager and its affiliates		(749,516	)		(544,312	)		(641,166	)

Total net expenses		3,296,927			5,368,588			4,759,327

Net investment income		7,645,518			4,527,838			14,674,209

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Investments		16,893,323			21,020,745			3,944,902
Foreign currency transactions		—			(3,719,419	)		—
Forward foreign currency exchange contracts		—			3,458,129			—
Futures contracts		(573,390	)		5,348,600			—
Options contracts written		182,455			—			—
Swap contracts		926,709			—			—

Net realized gain		17,429,097			26,108,055			3,944,902
Net change in unrealized appreciation (depreciation) on:
Investments		(1,502,633	)		158,452,381			2,275,027
Foreign currency translations		—			16,310			—
Forward foreign currency exchange contracts		—			7,724			—
Futures contracts		—			475,815			—

Net change in unrealized appreciation (depreciation)		(1,502,633	)		158,952,230			2,275,027

Net realized and unrealized gain		15,926,464			185,060,285			6,219,929

Net increase in net assets resulting from operations	$	23,571,982		$	189,588,123		$	20,894,138


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.

The accompanying Notes to Financial Statements are an integral part of this statement.

324 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Statement of Changes in Net Assets


	RiverSource			RiverSource			Variable Portfolio –
	Variable Portfolio –			Variable Portfolio –			AllianceBernstein
	Limited Duration Bond			Strategic Income			International Value
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Operations and distributions
Net investment income	$	34,148,322		$	22,041,905		$	7,155,059
Net realized gain (loss)		(6,465,300	)		8,091,627			39,856,614
Net change in unrealized appreciation		28,449,055			27,774,492			172,832,228

Net increase in net assets resulting from operations		56,132,077			57,908,024			219,843,901

Distributions to shareholders from:
Net investment income
Class 1		—			—			(10,498,553	)
Class 2		—			—			(2,549	)

Total distributions to shareholders		—			—			(10,501,102	)

Increase in net assets from share transactions		2,315,516,272			814,062,954			1,045,400,019

Total increase in net assets		2,371,648,349			871,970,978			1,254,742,818
Net assets at beginning of year		11,535	^(b)		24,556	^(c)		11,533	^(d)

Net assets at end of year	$	2,371,659,884		$	871,995,534		$	1,254,754,351

Undistributed net investment income	$	34,148,322		$	23,398,700		$	2,370,290


	RiverSource						RiverSource						Variable Portfolio –
	Variable Portfolio –						Variable Portfolio –						AllianceBernstein
	Limited Duration Bond						Strategic Income						International Value
	Fund						Fund						Fund
Year ended December 31, 2010 ^(a)	Shares			Dollars ($)			Shares			Dollars ($)			Shares			Dollars ($)
Capital stock activity
Class 1 shares
Subscriptions		231,562,661			2,321,856,290			84,195,018			834,686,510			112,142,834			1,051,938,321
Distributions reinvested		—			—			—			—			1,009,638			10,498,553
Redemptions		(746,360	)		(7,583,471	)		(2,224,951	)		(22,027,484	)		(1,696,113	)		(17,586,169	)

Net increase		230,816,301			2,314,272,819			81,970,067			812,659,026			111,456,359			1,044,850,705

Class 2 shares
Subscriptions		148,057			1,517,580			137,776			1,453,515			53,242			568,567
Distributions reinvested		—			—			—			—			229			2,549
Redemptions		(26,558	)		(274,127	)		(4,704	)		(49,587	)		(2,091	)		(21,802	)

Net increase		121,499			1,243,453			133,072			1,403,928			51,380			549,314

Total net increase		230,937,800			2,315,516,272			82,103,139			814,062,954			111,507,739			1,045,400,019


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $2, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(c)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $5, and an increase in net assets resulting from proceeds from sales of shares of $67,789 and a decrease in net assets resulting from payments for redemptions of shares of $50,728 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(d)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $4, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 325

Statement of Changes in Net Assets (continued)


	Variable Portfolio –			Variable Portfolio –			Variable Portfolio –
	American Century			American Century			Columbia Wanger
	Diversified Bond			Growth			International Equities
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Operations and distributions
Net investment income	$	24,738,444		$	9,458,833		$	1,736,587
Net realized gain (loss)		6,260,679			(10,001,369	)		8,537,915
Net change in unrealized appreciation		7,381,519			272,355,849			92,405,576

Net increase in net assets resulting from operations		38,380,642			271,813,313			102,680,078

Distributions to shareholders from:
Net investment income
Class 1		—			—			(2,299,420	)
Class 2		—			—			(1,144	)

Total distributions to shareholders		—			—			(2,300,564	)

Increase in net assets from share transactions		1,960,313,272			1,509,513,027			404,360,067

Total increase in net assets		1,998,693,914			1,781,326,340			504,739,581
Net assets at beginning of year		28,464	^(b)		11,534	^(c)		7,499	^(d)

Net assets at end of year	$	1,998,722,378		$	1,781,337,874		$	504,747,080

Undistributed net investment income	$	21,949,596		$	—		$	913,363


	Variable Portfolio –						Variable Portfolio –						Variable Portfolio –
	American Century						American Century						Columbia Wanger
	Diversified Bond						Growth						International Equities
	Fund						Fund						Fund
Year ended December 31, 2010 ^(a)	Shares			Dollars ($)			Shares			Dollars ($)			Shares			Dollars($)
Capital stock activity
Class 1 shares
Subscriptions		194,702,664			1,999,994,210			158,957,339			1,528,083,687			41,378,359			408,455,693
Distributions reinvested		—			—			—			—			216,049			2,299,420
Redemptions		(3,931,408	)		(40,502,156	)		(1,768,722	)		(18,748,024	)		(693,937	)		(7,599,039	)

Net increase		190,771,256			1,959,492,054			157,188,617			1,509,335,663			40,900,471			403,156,074

Class 2 shares
Subscriptions		84,222			890,096			17,465			183,522			106,524			1,215,778
Distributions reinvested		—			—			—			—			99			1,143
Redemptions		(6,617	)		(68,878	)		(585	)		(6,158	)		(1,107	)		(12,928	)

Net increase		77,605			821,218			16,880			177,364			105,516			1,203,993

Total net increase		190,848,861			1,960,313,272			157,205,497			1,509,513,027			41,005,987			404,360,067


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Initial capital of $24,000 was contributed on April 20, 2010. The Fund had an increase in net assets resulting from operations of $426, and an increase in net assets resulting from proceeds from sales of shares of $4,038 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(c)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $3, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(d)		Initial capital of $7,500 was contributed on May 3, 2010. The Fund had a decrease in net assets resulting from operations of $1 during the period from May 3, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

326 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Variable Portfolio –			Variable Portfolio –			Variable Portfolio –
	Columbia Wanger			Eaton Vance			Invesco International
	U.S. Equities			Floating-Rate Income			Growth
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Operations and distributions
Net investment income (loss)	$	(296,398	)	$	16,779,852		$	7,806,650
Net realized gain		113,843			1,695,919			18,685,001
Net change in unrealized appreciation		114,627,178			12,082,155			259,289,710

Net increase in net assets resulting from operations		114,444,623			30,557,926			285,781,361

Distributions to shareholders from:
Net investment income
Class 1		—			—			(8,798,596	)
Class 2		—			—			(469	)

Total distributions to shareholders		—			—			(8,799,065	)

Increase in net assets from share transactions		543,095,511			759,097,385			1,368,674,200

Total increase in net assets		657,540,134			789,655,311			1,645,656,496
Net assets at beginning of year		12,499	^(b)		508,955	^(c)		11,533	^(d)

Net assets at end of year	$	657,552,633		$	790,164,266		$	1,645,668,029

Undistributed (excess of distributions over) net investment income	$	—		$	16,779,772		$	(4,515	)


	Variable Portfolio –						Variable Portfolio –						Variable Portfolio –
	Columbia Wanger						Eaton Vance						Invesco International
	U.S. Equities						Floating-Rate Income						Growth
	Fund						Fund						Fund
Year ended December 31, 2010 ^(a)	Shares			Dollars ($)			Shares			Dollars ($)			Shares			Dollars ($)
Capital stock activity
Class 1 shares
Subscriptions		56,621,839			556,754,584			79,957,147			762,765,431			142,064,592			1,376,017,043
Distributions reinvested		—			—			—			—			852,717			8,798,596
Redemptions		(1,289,505	)		(14,348,835	)		(548,764	)		(5,365,751	)		(1,586,818	)		(16,572,081	)

Net increase		55,332,334			542,405,749			79,408,383			757,399,680			141,330,491			1,368,243,558

Class 2 shares
Subscriptions		66,245			701,275			177,110			1,708,475			39,583			439,539
Distributions reinvested		—			—			—			—			42			469
Redemptions		(981	)		(11,513	)		(1,107	)		(10,770	)		(888	)		(9,366	)

Net increase		65,264			689,762			176,003			1,697,705			38,737			430,642

Total net increase		55,397,598			543,095,511			79,584,386			759,097,385			141,369,228			1,368,674,200


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		Initial capital of $12,500 was contributed on May 3, 2010. The Fund had a decrease in net assets resulting from operations of $1 during the period from May 3, 2010 to May 7, 2010 (when shares became available).


^(c)		Initial capital of $525,000 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $20,082, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(d)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $4, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 327

Statement of Changes in Net Assets (continued)


	Variable Portfolio –			Variable Portfolio –
	J.P. Morgan			Jennison			Variable Portfolio –
	Core Bond			Mid Cap Growth			MFS Value
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Operations
Net investment income	$	20,497,805		$	3,647,271		$	14,377,365
Net realized gain (loss)		13,874,777			(6,878,632	)		12,596,904
Net change in unrealized appreciation		7,348,119			123,766,696			167,889,233

Net increase in net assets resulting from operations		41,720,701			120,535,335			194,863,502

Increase in net assets from share transactions		1,751,369,337			719,692,690			1,339,677,397

Total increase in net assets		1,793,090,038			840,228,025			1,534,540,899
Net assets at beginning of year		11,535	^(b)		11,534	^(c)		11,535	^(d)

Net assets at end of year	$	1,793,101,573		$	840,239,559		$	1,534,552,434

Undistributed net investment income	$	20,497,806		$	—		$	—


	Variable Portfolio –						Variable Portfolio –
	J.P. Morgan						Jennison						Variable Portfolio –
	Core Bond						Mid Cap Growth						MFS Value
	Fund						Fund						Fund
Year ended December 31, 2010 ^(a)	Shares			Dollars ($)			Shares			Dollars ($)			Shares			Dollars($)
Capital stock activity
Class 1 shares
Subscriptions		183,982,410			1,867,395,864			74,852,822			729,396,909			143,791,969			1,351,320,687
Redemptions		(11,523,532	)		(117,205,791	)		(928,967	)		(10,016,813	)		(1,228,111	)		(11,976,086	)

Net increase		172,458,878			1,750,190,073			73,923,855			719,380,096			142,563,858			1,339,344,601

Class 2 shares
Subscriptions		119,257			1,247,219			30,658			316,960			34,631			344,460
Redemptions		(6,612	)		(67,955	)		(453	)		(4,366	)		(1,192	)		(11,664	)

Net increase		112,645			1,179,264			30,205			312,594			33,439			332,796

Total net increase		172,571,523			1,751,369,337			73,954,060			719,692,690			142,597,297			1,339,677,397


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $2, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(c)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $4, and an increase in net assets resulting from proceeds from sales of shares of $4,038 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(d)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $3, and an increase in net assets resulting from proceeds from sales of shares of $4,038 during the period from April 20, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

328 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


				Variable Portfolio –			Variable Portfolio –
	Variable Portfolio –			Mondrian International			Morgan Stanley
	Marsico Growth			Small Cap			Real Estate
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Operations and distributions
Net investment income (loss)	$	5,466,865		$	2,753,143		$	5,087,796
Net realized gain (loss)		(4,183,704	)		6,787,484			5,194,935
Net change in unrealized appreciation		270,493,900			60,676,830			57,896,146

Net increase in net assets resulting from operations		271,777,061			70,217,457			68,178,877

Distributions to shareholders from:
Net investment income
Class 1		—			(2,500,263	)		—
Class 2		—			(42	)		—

Total distributions to shareholders		—			(2,500,305	)		—

Increase in net assets from share transactions		1,319,073,817			234,166,481			302,055,625

Total increase in net assets		1,590,850,878			301,883,633			370,234,502
Net assets at beginning of year		12,499	^(b)		11,533	^(c)		11,534	^(d)

Net assets at end of year	$	1,590,863,377		$	301,895,166		$	370,246,036

Undistributed net investment income	$	—		$	460,389		$	4,981,955


							Variable Portfolio –						Variable Portfolio –
	Variable Portfolio –						Mondrian International						Morgan Stanley
	Marsico Growth						Small Cap						Real Estate
	Fund						Fund						Fund
Year ended December 31, 2010 ^(a)	Shares			Dollars ($)			Shares			Dollars ($)			Shares			Dollars($)
Capital stock activity
Class 1 shares
Subscriptions		133,667,023			1,338,930,107			24,624,020			238,381,644			32,186,125			308,858,524
Distributions reinvested		—			—			214,735			2,500,263			—			—
Redemptions		(1,783,890	)		(20,145,653	)		(601,564	)		(6,715,468	)		(711,594	)		(7,642,367	)

Net increase		131,883,133			1,318,784,454			24,237,191			234,166,439			31,474,531			301,216,157

Class 2 shares
Subscriptions		27,774			304,744			—			—			75,185			845,418
Distributions reinvested		—			—			4			42			—			—
Redemptions		(1,418	)		(15,381	)		—			—			(547	)		(5,950	)

Net increase		26,356			289,363			4			42			74,638			839,468

Total net increase		131,909,489			1,319,073,817			24,237,195			234,166,481			31,549,169			302,055,625


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		Initial capital of $12,500 was contributed on May 3, 2010. The Fund had a decrease in net assets resulting from operations of $1 during the period from May 3, 2010 to May 7, 2010 (when shares became available).


^(c)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $4, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(d)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $4, and an increase in net assets resulting from proceeds from sales of shares of $4,038 during the period from April 20, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 329

Statement of Changes in Net Assets (continued)


				Variable Portfolio –			Variable Portfolio –
	Variable Portfolio –			Nuveen Winslow			Partners
	NFJ Dividend Value			Large Cap Growth			Small Cap Growth
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Operations
Net investment income (loss)	$	30,222,838		$	1,141,953		$	(563,456	)
Net realized gain		35,360,662			44,870,065			3,998,478
Net change in unrealized appreciation		170,816,725			144,968,676			92,512,591

Net increase in net assets resulting from operations		236,400,225			190,980,694			95,947,613

Increase in net assets from share transactions		1,308,316,041			1,002,005,050			387,802,684

Total increase in net assets		1,544,716,266			1,192,985,744			483,750,297
Net assets at beginning of year		11,535	^(b)		11,535	^(c)		11,533	^(d)

Net assets at end of year	$	1,544,727,801		$	1,192,997,279		$	483,761,830


							Variable Portfolio –						Variable Portfolio –
	Variable Portfolio –						Nuveen Winslow						Partners
	NFJ Dividend Value						Large Cap Growth						Small Cap Growth
	Fund						Fund						Fund
Year ended December 31, 2010 ^(a)	Shares			Dollars ($)			Shares			Dollars ($)			Shares			Dollars ($)
Capital stock activity
Class 1 shares
Subscriptions		138,511,675			1,321,266,919			105,880,806			1,017,520,952			42,151,805			399,499,582
Redemptions		(1,307,580	)		(13,114,614	)		(1,446,726	)		(15,548,868	)		(1,056,099	)		(11,809,069	)

Net increase		137,204,095			1,308,152,305			104,434,080			1,001,972,084			41,095,706			387,690,513

Class 2 shares
Subscriptions		19,811			205,387			3,373			35,146			11,131			116,688
Redemptions		(3,996	)		(41,651	)		(196	)		(2,180	)		(458	)		(4,517	)

Net increase		15,815			163,736			3,177			32,966			10,673			112,171

Total net increase		137,219,910			1,308,316,041			104,437,257			1,002,005,050			41,106,379			387,802,684


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $3, and an increase in net assets resulting from proceeds from sales of shares of $4,038 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(c)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $3, and an increase in net assets resulting from proceeds from sales of shares of $4,038 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(d)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $5, and an increase in net assets resulting from proceeds from sales of shares of $4,038 during the period from April 20, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

330 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT


	Variable Portfolio –			Variable Portfolio –			Variable Portfolio –
	PIMCO			Pyramis ^®			Wells Fargo
	Mortgage-Backed			International			Short Duration
	Securities			Equity			Government
Year ended December 31, 2010 ^(a)	Fund			Fund			Fund
Operations and distributions
Net investment income	$	7,645,518		$	4,527,838		$	14,674,209
Net realized gain		17,429,097			26,108,055			3,944,902
Net change in unrealized appreciation (depreciation)		(1,502,633	)		158,952,230			2,275,027

Net increase in net assets resulting from operations		23,571,982			189,588,123			20,894,138

Distributions to shareholders from:
Net investment income
Class 1		—			(3,701,326	)		—
Class 2		—			(162	)		—

Total distributions to shareholders		—			(3,701,488	)		—

Increase in net assets from share transactions		1,064,634,356			833,498,332			1,554,062,206

Total increase in net assets		1,088,206,338			1,019,384,967			1,574,956,344
Net assets at beginning of year		11,535	^(b)		11,533	^(c)		27,592	^(d)

Net assets at end of year	$	1,088,217,873		$	1,019,396,500		$	1,574,983,936

Undistributed net investment income	$	9,676,739		$	1,046,530		$	14,674,211


	Variable Portfolio –						Variable Portfolio –						Variable Portfolio –
	PIMCO						Pyramis ^®						Wells Fargo
	Mortgage-Backed						International						Short Duration
	Securities						Equity						Government
	Fund						Fund						Fund
Year ended December 31, 2010 ^(a)	Shares			Dollars ($)			Shares			Dollars ($)			Shares			Dollars ($)
Capital stock activity
Class 1 shares
Subscriptions		105,209,468			1,067,634,080			93,037,813			880,031,435			154,988,922			1,559,124,467
Distributions reinvested		—			—			336,829			3,701,326			—			—
Redemptions		(336,573	)		(3,473,048	)		(5,280,853	)		(50,314,314	)		(544,833	)		(5,525,466	)

Net increase		104,872,895			1,064,161,032			88,093,789			833,418,447			154,444,089			1,553,599,001

Class 2 shares
Subscriptions		46,025			477,334			7,263			82,429			47,442			481,668
Distributions reinvested		—			—			14			162			—			—
Redemptions		(386	)		(4,010	)		(240	)		(2,706	)		(1,813	)		(18,463	)

Net increase		45,639			473,324			7,037			79,885			45,629			463,205

Total net increase		104,918,534			1,064,634,356			88,100,826			833,498,332			154,489,718			1,554,062,206


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $2, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(c)		Initial capital of $7,500 was contributed on April 20, 2010. The Fund had a decrease in net assets resulting from operations of $4, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).


^(d)		Initial capital of $23,500 was contributed on April 20, 2010. The Fund had an increase in net assets resulting from operations of $55, and an increase in net assets resulting from proceeds from sales of shares of $4,037 during the period from April 20, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 331

Financial Highlights

The following tables are intended to help you understand each Fund’s financial performance. Certain information reflects financial results for a single share of a class held for the periods shown. Per share net investment income (loss) amounts of the Funds are calculated based on average shares outstanding during the period. Total returns assume reinvestment of all dividends and distributions. Total returns do not reflect payment of the expenses that apply to the variable accounts or contract charges, if any, and are not annualized for periods of less than one year.

RiverSource Variable Portfolio — Limited Duration Bond Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.18
Net realized and unrealized gain on investments		.09

Total from investment operations		.27

Net asset value, end of period		$10.27

Total return		2.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.61%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.54%	^(c)

Net investment income		2.75%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$2,370,410

Portfolio turnover ^(e)		16%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.17
Net realized and unrealized gain on investments		.08

Total from investment operations		.25

Net asset value, end of period		$10.25

Total return		2.50%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.86%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.79%	^(c)

Net investment income		2.64%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,250

Portfolio turnover ^(e)		16%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).
^(e)		Includes mortgage dollar rolls. If mortgage dollar roll transactions were excluded, the portfolio turnover would have been 10% for the year ended December 31, 2010.

The accompanying Notes to Financial Statements are an integral part of this statement.

332 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

RiverSource Variable Portfolio — Strategic Income Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.32
Net realized and unrealized gain on investments		.30

Total from investment operations		.62

Net asset value, end of period		$10.62

Total return		6.20%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.70%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.58%	^(c)

Net investment income		4.75%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$870,578

Portfolio turnover		46%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.32
Net realized and unrealized gain on investments		.29

Total from investment operations		.61

Net asset value, end of period		$10.61

Total return		6.10%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.96%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.83%	^(c)

Net investment income		4.70%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,417

Portfolio turnover		46%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 333

Financial Highlights (continued)

Variable Portfolio — AllianceBernstein International Value Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.07
Net realized and unrealized gain on investments		1.27
Increase from payment by affiliate		.00	^(b)

Total from investment operations		1.34

Less distributions to shareholders from:
Net investment income		(.09	)

Net asset value, end of period		$11.25

Total return		13.53%	^(c)

Ratios to average net assets ^(d)
Expenses prior to fees waived or expenses reimbursed		1.04%	^(e)

Net expenses after fees waived or expenses reimbursed ^(f)		0.92%	^(e)

Net investment income		1.04%	^(e)

Supplemental data
Net assets, end of period (in thousands)		$1,254,171

Portfolio turnover		29%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.02
Net realized and unrealized gain on investments		1.30
Increase from payment by affiliate		.00	^(b)

Total from investment operations		1.32

Less distributions to shareholders from:
Net investment income		(.08	)

Net asset value, end of period		$11.24

Total return		13.30%	^(c)

Ratios to average net assets ^(d)
Expenses prior to fees waived or expenses reimbursed		1.29%	^(e)

Net expenses after fees waived or expenses reimbursed ^(f)		1.17%	^(e)

Net investment income		0.28%	^(e)

Supplemental data
Net assets, end of period (in thousands)		$583

Portfolio turnover		29%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		Rounds to less than $0.01 per share.
^(c)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.03%.


^(d)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(e)		Annualized.
^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

334 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — American Century Diversified Bond Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.15

Income from investment operations:
Net investment income		.16
Net realized and unrealized gain on investments		.16

Total from investment operations		.32

Net asset value, end of period		$10.47

Total return		3.15%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.62%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.55%	^(c)

Net investment income		2.32%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,997,905

Portfolio turnover		66%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.15

Income from investment operations:
Net investment income		.15
Net realized and unrealized gain on investments		.16

Total from investment operations		.31

Net asset value, end of period		$10.46

Total return		3.05%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.85%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.80%	^(c)

Net investment income		2.22%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$817

Portfolio turnover		66%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 335

Financial Highlights (continued)

Variable Portfolio — American Century Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.06
Net realized and unrealized gain on investments		1.27

Total from investment operations		1.33

Net asset value, end of period		$11.33

Total return		13.30%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.78%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.70%	^(c)

Net investment income		1.00%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,781,141

Portfolio turnover		56%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.09
Net realized and unrealized gain on investments		1.22

Total from investment operations		1.31

Net asset value, end of period		$11.31

Total return		13.10%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.03%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.95%	^(c)

Net investment income		1.24%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$197

Portfolio turnover		56%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

336 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — Columbia Wanger International Equities Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.04
Net realized and unrealized gain on investments		2.32
Increase from payment by affiliate		.01

Total from investment operations		2.37

Less distributions to shareholders from:
Net investment income		(.06	)

Net asset value, end of period		$12.31

Total return		23.75%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.33%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.15%	^(d)

Net investment income		0.63%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$503,442

Portfolio turnover		20%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.00	^(f)
Net realized and unrealized gain on investments		2.35
Increase from payment by affiliate		.01

Total from investment operations		2.36

Less distributions to shareholders from:
Net investment income		(.05	)

Net asset value, end of period		$12.31

Total return		23.63%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.48%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.40%	^(d)

Net investment income		0.05%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$1,306

Portfolio turnover		20%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.07%.
^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(d)		Annualized.
^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds). The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 337

Financial Highlights (continued)

Variable Portfolio — Columbia Wanger U.S. Equities Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment loss		(.01	)
Net realized and unrealized gain on investments		1.88
Increase from payment by affiliate		.00	^(b)

Total from investment operations		1.87

Net asset value, end of period		$11.87

Total return		18.70%

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.06%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		0.97%	^(d)

Net investment loss		(0.09%	) ^(d)

Supplemental data
Net assets, end of period (in thousands)		$656,773

Portfolio turnover		17%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.00	^(b)
Net realized and unrealized gain on investments		1.85
Increase from payment by affiliate		.00	^(b)

Total from investment operations		1.85

Net asset value, end of period		$11.85

Total return		18.50%

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.31%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.22%	^(d)

Net investment income		0.02%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$779

Portfolio turnover		17%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		Rounds to less than $0.01 per share.
^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(d)		Annualized.
^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

338 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — Eaton Vance Floating-Rate Income Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.62

Income from investment operations:
Net investment income		.24
Net realized and unrealized gain on investments		.06

Total from investment operations		.30

Net asset value, end of period		$9.92

Total return		3.12%

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		0.83%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		0.58%	^(d)

Net investment income		3.89%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$788,430

Portfolio turnover		19%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.62

Income from investment operations:
Net investment income		.25
Net realized and unrealized gain (loss) on investments ^(b)		(.04	)

Total from investment operations		.21

Net asset value, end of period		$9.83

Total return		2.18%

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.08%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		0.83%	^(d)

Net investment income		3.97%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$1,735

Portfolio turnover		19%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.


^(b)		Calculation of the net loss per share (both realized and unrealized) does not correlate to the aggregate realized and unrealized gains presented in the Statement of Operations due to the timing of sales and repurchases of Fund shares in relation to fluctuations in the market value of the portfolio.


^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.


^(d)		Annualized.


^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 339

Financial Highlights (continued)

Variable Portfolio — Invesco International Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.06
Net realized and unrealized gain on investments		1.63
Increase from payment by affiliate		.01

Total from investment operations		1.70

Less distributions to shareholders from:
Net investment income		(.06	)

Net asset value, end of period		$11.64

Total return		17.11%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.02%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		0.96%	^(d)

Net investment income		0.87%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$1,645,212

Portfolio turnover		17%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.02
Net realized and unrealized gain on investments		1.65
Increase from payment by affiliate		.01

Total from investment operations		1.68

Less distributions to shareholders from:
Net investment income		(.05	)

Net asset value, end of period		$11.63

Total return		16.89%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.29%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.21%	^(d)

Net investment income		0.30%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$456

Portfolio turnover		17%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.08%.
^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(d)		Annualized.
^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds). The accompanying Notes to Financial Statements are an integral part of this statement.

340 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — J.P. Morgan Core Bond Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.14
Net realized and unrealized gain on investments		.25

Total from investment operations		.39

Net asset value, end of period		$10.39

Total return		3.90%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.62%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.55%	^(c)

Net investment income		2.12%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,791,930

Portfolio turnover		78%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.15
Net realized and unrealized gain on investments		.22

Total from investment operations		.37

Net asset value, end of period		$10.37

Total return		3.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.87%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.80%	^(c)

Net investment income		2.26%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,173

Portfolio turnover		78%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 341

Financial Highlights (continued)

Variable Portfolio — Jennison Mid Cap Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.05
Net realized and unrealized gain on investments		1.31

Total from investment operations		1.36

Net asset value, end of period		$11.36

Total return		13.60%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.91%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.82%	^(c)

Net investment income		0.81%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$839,892

Portfolio turnover		25%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.08
Net realized and unrealized gain on investments		1.25

Total from investment operations		1.33

Net asset value, end of period		$11.33

Total return		13.30%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.16%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.07%	^(c)

Net investment income		1.20%	^(c)

Supplemental Data
Net assets, end of period (in thousands)		$348

Portfolio turnover		25%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

342 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — MFS Value Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.10
Net realized and unrealized gain on investments		.66

Total from investment operations		.76

Net asset value, end of period		$10.76

Total return		7.60%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.78%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.64%	^(c)

Net investment income		1.79%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,534,188

Portfolio turnover		13%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.11
Net realized and unrealized gain on investments		.64

Total from investment operations		.75

Net asset value, end of period		$10.75

Total return		7.50%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.04%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.89%	^(c)

Net investment income		1.67%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$365

Portfolio turnover		13%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 343

Financial Highlights (continued)

Variable Portfolio — Marsico Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.04
Net realized and unrealized gain on investments		2.02
Increase from payment by affiliate		.00	^(b)

Total from investment operations		2.06

Net asset value, end of period		$12.06

Total return		20.60%	^(c)

Ratios to average net assets ^(d)
Expenses prior to fees waived or expenses reimbursed		0.78%	^(e)

Net expenses after fees waived or expenses reimbursed ^(f)		0.70%	^(e)

Net investment income		0.64%	^(e)

Supplemental data
Net assets, end of period (in thousands)		$1,590,540

Portfolio turnover		44%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.04
Net realized and unrealized gain on investments		2.00
Increase from payment by affiliate		.00	^(b)

Total from investment operations		2.04

Net asset value, end of period		$12.04

Total return		20.40%	^(c)

Ratios to average net assets ^(d)
Expenses prior to fees waived or expenses reimbursed		1.03%	^(e)

Net expenses after fees waived or expenses reimbursed ^(f)		0.95%	^(e)

Net investment income		0.51%	^(e)

Supplemental data
Net assets, end of period (in thousands)		$323

Portfolio turnover		44%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		Rounds to less than $0.01 per share.
^(c)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been the same as the total return presented in the table above.
^(d)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(e)		Annualized.
^(f)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

344 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — Mondrian International Small Cap Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.12
Net realized and unrealized gain on investments		2.44

Total from investment operations		2.56

Less distributions to shareholders from:
Net investment income		(.10	)

Net asset value, end of period		$12.46

Total return		25.71%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.20%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.20%	^(c)

Net investment income		1.69%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$301,889

Portfolio turnover		15%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.11
Net realized and unrealized gain on investments		2.41

Total from investment operations		2.52

Less distributions to shareholders from:
Net investment income		(.08	)

Net asset value, end of period		$12.44

Total return		25.29%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.43%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.43%	^(c)

Net investment income		1.53%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$6

Portfolio turnover		15%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 345

Financial Highlights (continued)

Variable Portfolio — Morgan Stanley Global Real Estate Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.17
Net realized and unrealized gain on investments		1.56
Increase from payment by affiliate		.01

Total from investment operations		1.74

Net asset value, end of period		$11.74

Total return		17.40%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.11%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		0.86%	^(d)

Net investment income		2.48%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$369,366

Portfolio turnover		14%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.16
Net realized and unrealized gain on investments		1.54
Increase from payment by affiliate		.01

Total from investment operations		1.71

Net asset value, end of period		$11.71

Total return		17.10%	^(b)

Ratios to average net assets ^(c)
Expenses prior to fees waived or expenses reimbursed		1.35%	^(d)

Net expenses after fees waived or expenses reimbursed ^(e)		1.11%	^(d)

Net investment income		2.16%	^(d)

Supplemental data
Net assets, end of period (in thousands)		$880

Portfolio turnover		14%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		During the year ended December 31, 2010, the Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.08%.
^(c)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(d)		Annualized.
^(e)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

346 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — NFJ Dividend Value Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.25
Net realized and unrealized gain on investments		1.01

Total from investment operations		1.26

Net asset value, end of period		$11.26

Total return		12.60%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.78%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.64%	^(c)

Net investment income		3.73%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,544,544

Portfolio turnover		24%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.25
Net realized and unrealized gain on investments		.99

Total from investment operations		1.24

Net asset value, end of period		$11.24

Total return		12.40%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.03%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.89%	^(c)

Net investment income		3.69%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$183

Portfolio turnover		24%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 347

Financial Highlights (continued)

Variable Portfolio — Nuveen Winslow Large Cap Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.01
Net realized and unrealized gain on investments		1.41

Total from investment operations		1.42

Net asset value, end of period		$11.42

Total return		14.20%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.80%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.70%	^(c)

Net investment income		0.18%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,192,955

Portfolio turnover		109%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment loss		(.01	)
Net realized and unrealized gain on investments		1.41

Total from investment operations		1.40

Net asset value, end of period		$11.40

Total return		14.00%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.04%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.95%	^(c)

Net investment loss		(0.12%	) ^(c)

Supplemental data
Net assets, end of period (in thousands)		$42

Portfolio turnover		109%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

348 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — Partners Small Cap Growth Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment loss		(.02	)
Net realized and unrealized gain on investments		1.79

Total from investment operations		1.77

Net asset value, end of period		$11.77

Total return		17.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.08%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.07%	^(c)

Net investment loss		(0.24%	) ^(c)

Supplemental data
Net assets, end of period (in thousands)		$483,631

Portfolio turnover		43%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment loss		(.03	)
Net realized and unrealized gain on investments		1.78

Total from investment operations		1.75

Net asset value, end of period		$11.75

Total return		17.50%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.34%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.32%	^(c)

Net investment loss		(0.40%	) ^(c)

Supplemental data
Net assets, end of period (in thousands)		$131

Portfolio turnover		43%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 349

Financial Highlights (continued)

Variable Portfolio — PIMCO Mortgage-Backed Securities Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.08
Net realized and unrealized gain on investments		.29

Total from investment operations		.37

Net asset value, end of period		$10.37

Total return		3.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.68%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.55%	^(c)

Net investment income		1.28%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,087,790

Portfolio turnover		1,403%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.08
Net realized and unrealized gain on investments		.28

Total from investment operations		.36

Net asset value, end of period		$10.36

Total return		3.60%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.95%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.80%	^(c)

Net investment income		1.25%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$478

Portfolio turnover		1,403%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

350 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Variable Portfolio — Pyramis ^® International Equity Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.05
Net realized and unrealized gain on investments		1.56

Total from investment operations		1.61

Less distributions to shareholders from:
Net investment income		(.04	)

Net asset value, end of period		$11.57

Total return		16.14%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.06%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.96%	^(c)

Net investment income		0.81%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,019,309

Portfolio turnover		43%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.00

Income from investment operations:
Net investment income		.02
Net realized and unrealized gain on investments		1.57

Total from investment operations		1.59

Less distributions to shareholders from:
Net investment income		(.03	)

Net asset value, end of period		$11.56

Total return		15.92%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		1.30%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		1.21%	^(c)

Net investment income		0.22%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$87

Portfolio turnover		43%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 351

Financial Highlights (continued)

Variable Portfolio — Wells Fargo Short Duration Government Fund


	Year ended
Class 1	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.02

Income from investment operations:
Net investment income		.11
Net realized and unrealized gain on investments		.06

Total from investment operations		.17

Net asset value, end of period		$10.19

Total return		1.70%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.62%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.55%	^(c)

Net investment income		1.70%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$1,574,515

Portfolio turnover		360%


	Year ended
Class 2	December 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$10.02

Income from investment operations:
Net investment income		.10
Net realized and unrealized gain on investments		.05

Total from investment operations		.15

Net asset value, end of period		$10.17

Total return		1.50%

Ratios to average net assets ^(b)
Expenses prior to fees waived or expenses reimbursed		0.86%	^(c)

Net expenses after fees waived or expenses reimbursed ^(d)		0.80%	^(c)

Net investment income		1.57%	^(c)

Supplemental data
Net assets, end of period (in thousands)		$469

Portfolio turnover		360%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to December 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

352 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Notes to Financial Statements

December 31, 2010

Note 1. Organization

RiverSource Variable Series Trust (the Trust) is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. Information presented in these financial statements pertains to the following series of the Trust (each a Fund and collectively, the Funds): 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 – Columbia Wanger International Equities Fund; Variable Portfolio – Columbia Wanger U.S. Equities Fund; Variable Portfolio – Eaton Vance Floating-Rate Income 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 – Nuveen Winslow Large Cap Growth Fund (formerly known as Variable Portfolio – UBS Large Cap Growth Fund); Variable Portfolio – Partners Small Cap Growth Fund; Variable Portfolio – PIMCO Mortgage-Backed Securities Fund; Variable Portfolio – Pyramis ^® International Equity Fund and Variable Portfolio – Wells Fargo Short Duration Government Fund.

Each Fund, other than Variable Portfolio – Morgan Stanley Global Real Estate Fund, currently operates as a diversified fund. Variable Portfolio – Morgan Stanley Global Real Estate Fund is a non-diversified fund.

Fund Shares

Each Fund has unlimited authorized shares of beneficial interest (without par value). References to shares and shareholders within these financial statements refer to both shares and partners’ interests as well as shareholders and partners, respectively. Each Fund offers Class 1 and Class 2 shares 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 Columbia Management Investment Distributors, Inc. (the Distributor). You may not buy (nor will you own) shares of the Funds directly. You invest by participating in a qualified plan or buying a contract and making allocations to one or more Funds. All share classes have identical voting, dividend and liquidation rights. Each share class has its own expense structure.

Note 2. Summary of Significant Accounting Policies

The preparation of financial statements in accordance with U.S. generally accepted accounting principles (GAAP) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements.

Security Valuation

All securities are valued at the close of business of the New York Stock Exchange (NYSE). Equity securities are valued at the last quoted sales price on the principal exchange or market on which they trade, except for securities traded on the NASDAQ Stock Market, which are valued at the NASDAQ official close price. Unlisted securities or listed securities for which there were no sales during the day are valued at the mean of the latest quoted bid and asked prices on such exchanges or markets.

Debt securities are generally traded in the over-the-counter market and are valued by an independent pricing service using an evaluated bid. When market quotes are not readily available, the pricing service, in determining fair values of debt securities, takes into consideration such factors as current quotations by broker/dealers, coupon, maturity, quality, type of issue, trading characteristics, and other yield and risk factors it deems relevant in determining valuations.

Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. However, many securities markets and exchanges outside the U.S. close prior to the close of the NYSE; therefore, the closing prices for securities in such markets or on such exchanges may not fully reflect events that occur after such close but before the close of the NYSE. In those situations, foreign securities will be fair valued pursuant to the policy adopted by each Fund’s Board of Trustees (the Board), including utilizing a third party pricing service to determine these fair values. The third party pricing service takes into account multiple factors, including, but not limited to, movements in the U.S. securities markets,

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 353

Notes to Financial Statements (continued)

certain depositary receipts, futures contracts and foreign exchange rates that have occurred subsequent to the close of the foreign exchange, to determine a good faith estimate that reasonably reflects the current market conditions as of the close of the NYSE. The fair value of a security is likely to be different from the quoted or published price, if available.

Investments in other open-end investment companies, including money market funds, are valued at net asset value.

Short-term securities purchased within 60 days to maturity are valued at amortized cost, which approximates market value. The value of short-term securities originally purchased with maturities greater than 60 days is determined based on an amortized value to par upon reaching 60 days to maturity. Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on current interest rates.

Foreign currency exchange contracts are marked-to-market daily based upon foreign currency exchange rates provided by a pricing service.

Futures and options on futures are valued daily based upon the last sale price at the close of the market on the principal exchange on which they are traded.

Swap transactions are valued through an independent pricing service or broker, or if neither is available, through an internal model based upon observable inputs.

The procedures adopted by the Board generally contemplate the use of fair valuation in the event that price quotations or valuations are not readily available, price quotations or valuations from other sources are not reflective of market value and thus deemed unreliable, or a significant event has occurred in relation to a security or class of securities (such as foreign securities) that is not reflected in price quotations or valuations from other sources. A fair value price is a good faith estimate of the value of a security at a given point in time.

Foreign Currency Transactions and Translation

The values of all assets and liabilities denominated in foreign currencies are translated into U.S. dollars at that day’s exchange rates. Net realized and unrealized gains (losses) on foreign currency transactions and translations include gains (losses) arising from the fluctuation in exchange rates between trade and settlement dates on securities transactions, gains (losses) arising from the disposition of foreign currency and currency gains (losses) between the accrual and payment dates on dividends, interest income and foreign withholding taxes.

For financial statement purposes, the Funds do not distinguish that portion of gains (losses) on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the investments. Such fluctuations are included with the net realized and unrealized gains (losses) on investments in the Statement of Operations.

Derivative Instruments

Each Fund may invest in certain derivative instruments as detailed below to meet its investment objectives. Derivatives are instruments whose values depend on, or are derived from, in whole or in part, the value of one or more other assets, such as securities, currencies, commodities or indices. Derivative instruments may be used to maintain cash reserves while maintaining exposure to certain other assets, to offset anticipated declines in values of investments, to facilitate trading, to reduce transaction costs and to pursue higher investment returns. Each Fund may also use derivative instruments to mitigate certain investment risks, such as foreign currency exchange rate risk, interest rate risk and credit risk. Derivatives may involve various risks, including the potential inability of the counterparty to fulfill its obligation under the terms of the contract, the potential for an illiquid secondary market and the potential for market movements which may expose the Fund to gains or losses in excess of the amount shown in the Statement of Assets and Liabilities.

Each Fund and any counterparty are required to maintain an agreement that requires the Fund and that counterparty to monitor (on a daily basis) the net fair value of all derivatives entered into pursuant to the contract between the Fund and such counterparty. If the net fair value of such derivatives between the Fund and that counterparty exceeds a certain threshold (as defined in the agreement), the Fund or the counterparty (as the case may be) is required to post cash and/or securities as collateral. Fair values of derivatives presented in the financial statements are not netted with the fair value of other derivatives or with any collateral amounts posted by the Fund or any counterparty.

354 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Forward Foreign Currency Exchange Contracts

Forward foreign currency exchange contracts are agreements between two parties to buy and sell a currency at a set price on a future date. These contracts are intended to be used to minimize the exposure to foreign exchange rate fluctuations during the period between the trade and settlement dates of the contract. The Funds utilized forward foreign currency exchange contracts as detailed below:


Forward Currency Exchange Contracts		Funds
Settlement of purchases and sales of securities		RiverSource Variable Portfolio — Strategic Income Fund, Variable Portfolio — Invesco International Growth Fund, Variable Portfolio — American Century Diversified Bond Fund, Variable Portfolio — American Century Growth Fund, Variable Portfolio — Columbia Wanger International Equities Fund, Variable Portfolio — MFS Value Fund, Variable Portfolio — Mondrian International Small Cap Fund, Variable Portfolio — Morgan Stanley Global Real Estate Fund, Variable Portfolio — Pyramis ^® International Equity Fund

Hedge the currency exposure associated with some or all of the Fund’s securities		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 — Morgan Stanley Global Real Estate Fund

Shift foreign currency exposure back to U.S. dollars		RiverSource Variable Portfolio — Strategic Income Fund, Variable Portfolio — AllianceBernstein International Value Fund, Variable Portfolio — Mondrian International Small Cap Fund, Variable Portfolio — Morgan Stanley Global Real Estate Fund

Shift investment exposure from one currency to another		RiverSource Variable Portfolio — Strategic Income Fund, Variable Portfolio — AllianceBernstein International Value Fund, Variable Portfolio — Morgan Stanley Global Real Estate Fund

Shift U.S. dollar exposure to achieve a representative weighted mix of major currencies in its benchmark, and/or to recover an underweight country exposure in its portfolio		RiverSource Variable Portfolio — Strategic Income Fund, Variable Portfolio — AllianceBernstein International Value Fund, Variable Portfolio — Morgan Stanley Global Real Estate Fund

Create foreign currency exposure		RiverSource Variable Portfolio — Strategic Income Fund

Futures Contracts

Futures contracts represent commitments for the future purchase or sale of an asset at a specified price on a specified date. The Funds bought and sold futures contracts traded on U.S. and foreign exchanges as detailed below:


Futures Contracts		Funds
Produce incremental earnings		Variable Portfolio — AllianceBernstein International Value Fund

Manage the duration and yield curve exposure of the Fund versus the benchmark		RiverSource Variable Portfolio — Limited Duration Bond Fund, RiverSource Variable Portfolio — Strategic Income Fund, Variable Portfolio — PIMCO Mortgaged-Backed Securities Fund

Manage exposure to movements in interest rates		RiverSource Variable Portfolio — Limited Duration Bond Fund, RiverSource Variable Portfolio — Strategic Income Fund, Variable Portfolio — PIMCO Mortgaged-Backed Securities Fund

Manage exposure to the securities market		Variable Portfolio — AllianceBernstein International Value Fund

Equitize cash to maintain appropriate equity market exposure while keeping sufficient cash to accommodate daily redemptions		Variable Portfolio — AllianceBernstein International Value Fund, Variable Portfolio — Pyramis ^® International Equity Fund

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 355

Notes to Financial Statements (continued)

realize a loss. Additional risks include counterparty credit risk, the possibility of an illiquid market, and that a change in the value of the contract or option may not correlate with changes in the value of the underlying asset.

Options

Options are contracts which entitle the holder to purchase or sell securities or other identified assets at a specified price, or in the case of index options, to receive or pay the difference between the index value and the strike price of the index option. The Funds bought and wrote options traded on U.S. and foreign exchanges or in the over-the-counter (OTC) markets as detailed below:


Options		Fund
Produce incremental earnings		Variable Portfolio — PIMCO Mortgaged-Backed Securities Fund

Contracts and premiums associated with options contracts written for the year ended December 31, 2010 were as follows:

Variable Portfolio – PIMCO Mortgage-Backed Securities Fund


	Calls						Puts
	Contracts			Premiums			Contracts			Premiums
Balance May 7, 2010 (when shares became available)		—		$	—			—		$	—
Opened		199			117,673			199			64,782
Closed		(199	)		(117,673	)		(199	)		(64,782	)

Balance December 31, 2010		—		$	—			—		$	—

356 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Interest Rate Swap Transactions

The Funds entered into interest rate swap transactions as detailed below:


Interest Rate Swaps		Funds
Produce incremental earnings

Gain exposure to or protect itself from market rate changes		Variable Portfolio — PIMCO Mortgaged-Backed Securities Fund

Synthetically add or subtract principal exposure to a market		Variable Portfolio — PIMCO Mortgaged-Backed Securities Fund

Manage the duration and yield curve exposure of the Fund versus the benchmark		Variable Portfolio — PIMCO Mortgaged-Backed Securities Fund

Interest rate swaps are agreements between two parties that involve the exchange of one type of interest rate for another type of interest rate cash flow on specified dates in the future, based on a predetermined, specified notional amount. Certain interest rate swaps are considered forward-starting, whereby the accrual for the exchange of cash flows does not begin until a specified date in the future (the effective date). The net cash flow for a standard interest rate swap transaction is generally the difference between a floating market interest rate versus a fixed interest rate.

Interest rate swaps are valued daily and unrealized appreciation (depreciation) is recorded. Certain interest rate swaps may accrue periodic interest on a daily basis as a component of unrealized appreciation (depreciation); the Fund will realize a gain or loss upon the payment or receipt of accrued interest. The Fund will realize a gain or a loss when the interest rate swap is terminated.

Risks of entering into interest rate swaps include a lack of correlation between the swaps and the portfolio of bonds the swaps are designed to hedge or replicate. A lack of correlation may cause the interest rate swaps to experience adverse changes in value relative to expectations. In addition, interest rate swaps are subject to the risk of default of a counterparty, and the risk of adverse movements in market interest rates relative to the interest rate swap positions taken. The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from/paid to the counterparty over the contract’s remaining life to the extent that such amount is positive, plus the cost of entering into a similar transaction with another counterparty.

The Fund attempts to mitigate counterparty credit risk by entering into interest rate swap transactions only with counterparties that meet prescribed levels of creditworthiness, as determined by Columbia Management Investment Advisers, LLC (the Investment Manager). The Fund and any counterparty are required to maintain an agreement that requires the Fund and that counterparty to monitor (on a daily basis) the net market value of all derivative transactions entered into pursuant to the contract between the Fund and such counterparty. If the net market value of such derivatives transactions between the Fund and that counterparty exceeds a certain threshold (as defined in the agreement), the Fund or the counterparty is required to post cash and/or securities as collateral. Market values of derivatives transactions presented in the financial statements are not netted with the market values of other derivatives transactions or with any collateral amounts posted by the Fund or any counterparty.

Effects of Derivative Transactions in the Financial Statements

The following tables are intended to provide additional information about the effect of derivatives on the financial statements of each Fund including: the fair value of derivatives by risk category and the location of those fair values in the Statement of Assets and Liabilities; the impact of derivative transactions on each Fund’s operations over the period including realized gains or losses and unrealized gains or losses. The derivative schedules following the Portfolio of Investments present additional information regarding derivatives outstanding at the end of the period, if any.

RiverSource Variable Portfolio – Limited Duration Bond Fund

Fair values of derivative instruments at December 31, 2010


	Asset derivatives
	Statement of Assets
	and Liabilities
Risk exposure category	location	Fair value
Interest rate contracts	Net assets — unrealized appreciation on futures contracts	$	13,430,317	*


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 357

Notes to Financial Statements (continued)

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010

Volume of derivative activity

Futures

The gross notional amount of short contracts outstanding was approximately $567.1 million at December 31, 2010. The monthly average gross notional amounts for long and short contracts was $114.6 million and $411.1 million, respectively, for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

RiverSource Variable Portfolio – Strategic Income Fund

Fair values of derivative instruments at December 31, 2010

Asset derivatives

Liability derivatives

Statement of Assets

and Liabilities

Risk exposure category

location

Fair value

location

Fair value

Foreign exchange contracts

Unrealized appreciation on forward foreign currency exchange contracts

550,187

Unrealized depreciation on forward foreign currency exchange contracts

810,891

Interest rate contracts

Net assets — unrealized appreciation on futures contracts

1,267,726

Total

1,817,913

810,891


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange		Futures
Risk exposure category	contracts		contracts			Total
Foreign exchange contracts	$	65,493	$	—		$	65,493

Interest rate contracts		—		(1,391,254	)	$	(1,391,254	)

Total	$	65,493	$	(1,391,254	)	$	(1,325,761	)


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange			Futures
Risk exposure category	contracts			contracts		Total
Foreign exchange contracts	$	(260,704	)	$	—	$	(260,704	)

Interest rate contracts		—			1,267,726	$	1,267,726

Total	$	(260,704	)	$	1,267,726	$	1,007,022

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $51.3 million at December 31, 2010. The monthly average gross notional amount for these contracts was $22.6 for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

358 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Futures

The gross notional amount of long and short contracts outstanding was approximately $97.5 million and $93.6 million, respectively, at December 31, 2010. The monthly average gross notional amounts for long and short contracts was $39.8 million and $99.3 million, respectively, for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Variable Portfolio – AllianceBernstein International Value Fund

Fair values of derivative instruments at December 31, 2010

Asset derivatives

Liability derivatives

Statement of Assets

and Liabilities

Risk exposure category

location

Fair value

location

Fair value

Equity contracts

Net assets — unrealized depreciation on futures contracts

277,409

Foreign exchange contracts

Unrealized appreciation on forward foreign currency exchange contracts

5,023,792

Unrealized depreciation on forward foreign currency exchange contracts

3,020,473

Total

5,023,792

3,297,882


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange		Futures
Risk exposure category	contracts		contracts			Total
Equity contracts	$	—	$	(330,240	)	$	(330,240	)

Foreign exchange contracts		4,323,836		—		$	4,323,836

Total	$	4,323,836	$	(330,240	)	$	3,993,596


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange		Futures
Risk exposure category	contracts		contracts			Total
Equity contracts	$	—	$	(277,409	)	$	(277,409	)

Foreign exchange contracts		2,003,319		—		$	2,003,319

Total	$	2,003,319	$	(277,409	)	$	1,725,910

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $354.9 million at December 31, 2010. The monthly average gross notional amount for these contracts was $392.8 million for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Futures

The gross notional amount of long contracts outstanding was approximately $12.5 million at December 31, 2010. The monthly average gross notional amount for long contracts was $18.6 million for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 359

Notes to Financial Statements (continued)

Variable Portfolio – American Century Diversified Bond Fund

Fair values of derivative instruments at December 31, 2010


	Asset derivatives
	Statement of Assets
	and Liabilities
Risk exposure category	location	Fair value
Foreign exchange contracts	Unrealized appreciation on forward foreign currency exchange contracts	$	1,581,830

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	(982,140	)


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	1,581,830

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $45.7 million at December 31, 2010. The monthly average gross notional amount for these contracts was $32.4 million for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Variable Portfolio – American Century Growth Fund

Fair values of derivative instruments at December 31, 2010


	Liability derivatives
	Statement of Assets
	and Liabilities
Risk exposure category	location	Fair value
Foreign exchange contracts	Unrealized depreciation on forward foreign currency exchange contracts	$	97,011

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	(325,322	)


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	(97,011	)

360 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $5.5 million at December 31, 2010. The monthly average gross notional amount for these contracts was $3.6 million for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Variable Portfolio – Columbia Wanger International Equities Fund

Fair values of derivative instruments at December 31, 2010

Asset derivatives

Liability derivatives

Statement of Assets

and Liabilities

Risk exposure category

location

Fair value

location

Fair value

Foreign exchange contracts

Unrealized appreciation on forward foreign currency exchange contracts

371

Unrealized depreciation on forward foreign currency exchange contracts

4,110

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	(1,249,432	)


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	(3,739	)

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $609,000 at December 31, 2010. The monthly average gross notional amount for these contracts was $1.5 million for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Variable Portfolio – Invesco International Growth Fund

Fair values of derivative instruments at December 31, 2010

At December 31, 2010, the fund had no outstanding derivatives.

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	(6,378,341	)


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	—

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 361

Notes to Financial Statements (continued)

Volume of derivative activity

Forward foreign currency exchange contracts

At December 31, 2010, the Fund had no outstanding forward foreign currency exchange contracts. The monthly average gross notional amount for these contracts was $2.9 million for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Variable Portfolio – MFS Value Fund

Fair values of derivative instruments at December 31, 2010

At December 31, 2010, the fund had no outstanding derivatives.

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	292,811


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	—

Volume of derivative activity

Forward foreign currency exchange contracts

At December 31, 2010, the Fund had no outstanding forward foreign currency exchange contracts. The monthly average gross notional amount for these contracts was $500,000 for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Variable Portfolio — Mondrian International Small Cap Fund

Fair values of derivative instruments at December 31, 2010


	Asset derivatives
	Statement of Assets
	and Liabilities
Risk exposure category	location	Fair value
Foreign exchange contracts	Unrealized appreciation on forward foreign currency exchange contracts	$	3,568

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	217,408


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	3,568

362 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $633,000 at December 31, 2010. The monthly average gross notional amount for these contracts was $442,000 for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Variable Portfolio – Morgan Stanley Global Real Estate Fund

Fair values of derivative instruments at December 31, 2010


	Liability derivatives
	Statement of Assets
	and Liabilities
Risk exposure category	location	Fair value
Foreign exchange contracts	Unrealized depreciation on forward foreign currency exchange contracts	$	7,632

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	34,777


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts
Foreign exchange contracts	$	(7,632	)

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 363

Notes to Financial Statements (continued)

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $656,000 at December 31, 2010. The average gross notional amount of forward foreign currency exchange contracts opened, and subsequently closed, was $209,000 for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Variable Portfolio – PIMCO Mortgage-Backed Securities Fund

Fair values of derivative instruments at December 31, 2010

At December 31, 2010, the fund had no outstanding derivatives.

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Futures
Risk exposure category	contracts			Options		Swaps		Total
Interest rate contracts	$	(573,390	)	$	182,455	$	926,709	$	535,774

Change in unrealized appreciation (depreciation) on derivatives recognized in income

Futures

Risk exposure category

contracts

Options

Swaps

Total

Interest rate contracts

—

Volume of derivative activity

Futures

At December 31, 2010, the Fund had no outstanding futures contracts. The average gross notional amounts for long and short contracts opened, and subsequently closed, was $9.1 million and $126.7 million, respectively, for the year ended December 31, 2010.

Swaps

At December 31, 2010, the Fund had no outstanding swap contracts. The average gross notional amount for these contracts opened, and subsequently closed, was $15.5 million for the year ended December 31, 2010.

Options

At December 31, 2010, the Fund had no outstanding options contracts. During the year ended December 31, 2010, the Fund entered into and closed 199 option contracts, of which, the average gross notional amount was $15.7 million.

Variable Portfolio – Pyramis ^® International Equity Fund

Fair values of derivative instruments at December 31, 2010

Asset derivatives

Liability derivatives

Statement of Assets

Risk exposure

and Liabilities

category

location

Fair value

location

Fair value

Equity contracts

Net assets — unrealized appreciation on futures contracts

475,815

Foreign exchange contracts

Unrealized appreciation on forward foreign currency exchange contracts

25,923

Unrealized depreciation on forward foreign currency exchange contracts

18,199

Total

501,738

18,199


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

364 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Effect of derivative instruments in the Statement of Operations for the year ended December 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange		Futures
Risk exposure category	contracts		contracts		Total
Equity contracts	$	—	$	5,348,600	$	5,348,600

Foreign exchange contracts		3,458,129		—	$	3,458,129

Total	$	3,458,129	$	5,348,600	$	8,806,729


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange		Futures
Risk exposure category	contracts		contracts		Total
Equity contracts	$	—	$	475,815	$	475,815

Foreign exchange contracts		7,724		—	$	7,724

Total	$	7,724	$	475,815	$	483,539

Volume of derivative activity

Forward foreign currency exchange contracts

The gross notional amount of contracts outstanding was approximately $4.4 million at December 31, 2010. The monthly average gross notional amount for these contracts was $6.9 million for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Futures

The gross notional amount of long contracts outstanding was approximately $24.9 million at December 31, 2010. The monthly average gross notional amount for long contracts was $21.5 million for the year ended December 31, 2010. The fair value of such contracts at December 31, 2010 is set forth in the table above.

Repurchase Agreements

The Funds may engage in repurchase agreement transactions with institutions that the Investment Manager has determined are creditworthy. The Funds, through the custodian, receive delivery of the underlying securities collateralizing a repurchase agreement. The Investment Manager is responsible for determining that the collateral is at least equal, at all times, to the value of the repurchase obligation including interest. A repurchase agreement transaction involves certain risks in the event of default or insolvency of the counterparty. These risks include possible delays in or restrictions on a Funds’ ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Funds seek to assert its rights.

Investments in Loans

The senior loans acquired by the Funds typically take the form of a direct lending relationship with the borrower acquired through an assignment of another lender’s interest in a loan. The lead lender in a typical corporate loan syndicate administers the loan and monitors collateral. In the event that the lead lender becomes insolvent, enters Federal Deposit Insurance Corporation (FDIC) receivership, or, if not FDIC insured, enters into bankruptcy, the Funds may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest. Loans are typically secured but may be unsecured. The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans.

Delayed Delivery Securities and Forward Sale Commitments

The Funds may trade securities on other than normal settlement terms, including securities purchased or sold on a “when-issued” basis. This may increase the risk if the other party to the transaction fails to deliver and causes the Funds to subsequently invest at less advantageous prices. The Funds identify within their portfolio of investments cash or liquid securities in an amount equal to the delayed delivery commitment.

The Funds may enter into forward sale commitments to hedge their portfolio positions or to sell mortgage-backed securities they own under delayed delivery arrangements. Proceeds of forward sale commitments are not received until the contractual

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 365

Notes to Financial Statements (continued)

settlement date. While a forward sale commitment is outstanding, equivalent deliverable securities or an offsetting forward purchase commitment deliverable on or before the sale commitment date, are used to satisfy the commitment.

Unsettled forward sale commitments are valued at the current market value of the underlying securities, generally according to the procedures described under “Security Valuation” above. The forward sale commitment is “marked-to-market” daily and the change in market value is recorded by the Funds as an unrealized gain or loss. If the forward sale commitment is closed through the acquisition of an offsetting purchase commitment, the Funds realize a gain or loss. If the Funds deliver securities under the commitment, the Funds realize a gain or a loss from the sale of the securities based upon the market price established at the date the commitment was entered into.

Mortgage Dollar Roll Transactions

Certain Funds may enter into mortgage “dollar rolls” in which the Funds sell securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date not exceeding 120 days. During the roll period, the Funds lose the right to receive principal and interest paid on the securities sold. However, the Funds benefit because they receive negotiated amounts in the form of reductions of the purchase price of the commitment plus the interest earned on the cash proceeds of the securities sold until the settlement date of the forward purchase. The Funds record the incremental difference between the forward purchase and sale of each forward roll as a realized gain or loss. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of the Funds compared to what the performance would have been without the use of mortgage dollar rolls. All cash proceeds will be invested in instruments that are permissible investments for the Funds. Each Fund identifies within its portfolio of investments cash or liquid securities in an amount equal to the forward purchase price.

For financial reporting and tax purposes, the Funds treat “to be announced” mortgage dollar rolls as two separate transactions, one involving the purchase of a security and a separate transaction involving a sale. The Funds do not currently enter into mortgage dollar rolls that are accounted for as financing transactions.

Mortgage dollar rolls involve certain risks. If the broker-dealer to whom the Funds sell the securities becomes insolvent, the Funds’ right to purchase or repurchase the mortgage-related securities may be restricted and the instruments which the Funds are required to repurchase may be worth less than instruments which the Funds originally held. Successful use of mortgage dollar rolls may depend upon the Investment Manager’s ability to predict interest rates and mortgage prepayments. For these reasons, there is no assurance that mortgage dollar rolls can be successfully employed.

Treasury Inflation Protected Securities

Certain Funds may invest in treasury inflation protected securities (TIPS). The principal amount of TIPS is adjusted periodically and is increased for inflation or decreased for deflation based on a monthly published index. Interest payments are based on the adjusted principal at the time the interest is paid. These adjustments are recorded as interest income in the Statement of Operations.

Interest Only Securities

Certain Funds may invest in Interest Only Securities (IOs). IOs are stripped mortgage backed securities entitled to receive all of the security’s interest, but none of its principal. Interest is accrued daily. The daily accrual factor is adjusted each month to reflect the paydown of principal.

Principal Only Securities

Certain Funds may invest in Principal Only Securities (POs). POs are stripped mortgage backed securities entitled to receive most, if not all, of the principal from the underlying mortgage assets, but not the interest. The Fund assumes the risk, as the holder of a PO security, that it may not receive all or part of its principal because the issuer or credit enhancer has defaulted on its obligation.

Security Transactions

Security transactions are accounted for on the trade date. Cost is determined and gains (losses) are based upon the specific identification method for both financial statement and federal income tax purposes.

Income Recognition

Interest income is recorded on the accrual basis. Market premium and discount are amortized and accreted, respectively, on all debt securities, unless otherwise noted. Original issue discount is accreted to interest income over the life of the security with

366 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

a corresponding increase in the cost basis, if any. For convertible securities, premiums attributable to the conversion feature are not amortized.

Corporate actions and dividend income are recorded net of any non-reclaimable tax withholdings, on the ex-dividend date or upon receipt of ex-dividend notification in the case of certain foreign securities.

REITs

Certain Funds receive information regarding the character of distributions received from real estate investment trusts (REITs) on an annual basis. Distributions received from REITs are allocated among dividend income, capital gain and return of capital based upon such information or based on management’s estimates if actual information has not yet been reported. Management’s estimates are subsequently adjusted when the actual character of the distributions are disclosed by the REITs which could result in a proportionate increase in returns of capital to shareholders.

The value of additional securities received as an income payment is recorded as income and increases the basis of such securities.

Expenses

General expenses of the Trust are allocated to the Funds and other funds of the Trust based upon relative net assets or other expense allocation methodologies determined by the nature of the expense. Expenses directly attributable to a specific class of shares are charged to that share class. Expenses directly attributable to a Fund are charged to the Fund.

Determination of Class Net Asset Value

All income, expenses (other than class-specific expenses which are charged directly to that share class, as shown in the Statement of Operations) and realized and unrealized gains (losses) are allocated to each class of a Fund on a daily basis, based on the relative net assets of each class, for purposes of determining the net asset value of each class.

Federal Income Tax Status

For federal income tax purposes, each Fund is treated as a separate entity.

Variable Portfolio – American Century Growth Fund, Variable Portfolio – Columbia Wanger U.S. Equities Fund, Variable Portfolio – Jennison Mid Cap Growth Fund, Variable Portfolio – MFS Value Fund, Variable Portfolio – Marsico Growth Fund, Variable Portfolio – NFJ Dividend Value Fund, Variable Portfolio – Nuveen Winslow Large Cap Growth Fund and Variable Portfolio – Partners Small Cap Growth Fund are treated as partnerships for federal income tax purposes, and these Funds do not expect to make regular distributions. These Funds will not be subject to federal income tax, and therefore, there are no provisions for federal income taxes. The partners of these Funds are subject to tax on their distributive share of each Fund’s income and loss. The components of each Fund’s net assets are reported at the partner level for federal income tax purposes, and therefore, are not presented in the Statements of Assets and Liabilities.

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 – Columbia Wanger International Equities Fund, Variable Portfolio – Eaton Vance Floating-Rate Income Fund, Variable Portfolio – Invesco International Growth Fund, Variable Portfolio – J.P. Morgan Core Bond Fund, Variable Portfolio – Mondrian International Small Cap Fund, Variable Portfolio – Morgan Stanley Global Real Estate Fund, Variable Portfolio – PIMCO Mortgage-Backed Securities Fund, Variable Portfolio – Pyramis ^® International Equity Fund, and Variable Portfolio – Wells Fargo Short Duration Government Fund intend to qualify each year as separate regulated investment companies (RICs) under Subchapter M of the Internal Revenue Code, as amended, and will distribute substantially all of their taxable income for their tax year, and as such will not be subject to federal income taxes. In addition, the Funds intend to distribute in each calendar year substantially all of their net investment income, capital gains and certain other amounts, if any, such that the Funds should not be subject to federal excise tax. Therefore, no federal income or excise tax provisions are recorded.

Foreign Taxes

The Funds may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Funds will accrue such taxes and recoveries, as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.

Realized gains in certain countries may be subject to foreign taxes at the Fund level, at rates ranging from approximately 10% to 15%. The Funds pay such foreign taxes on net realized gains at the appropriate rate for each jurisdiction.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 367

Notes to Financial Statements (continued)

Distributions to Subaccounts

Distributions to the subaccounts are recorded at the close of business on the record date and are payable on the first business day following the record date. Dividends from net investment income are declared and distributed quarterly, when available, for Variable Portfolio – AllianceBernstein International Value Fund, Variable Portfolio – Columbia Wanger International Equities Fund, Variable Portfolio – Invesco International Growth Fund, Variable Portfolio – Mondrian International Small Cap Fund and Variable Portfolio – Pyramis ^® International Equity Fund. Dividends from net investment income are declared and distributed annually, when available, for RiverSource Variable Portfolio – Limited Duration Bond 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 – Morgan Stanley Global Real Estate Fund, Variable Portfolio – PIMCO Mortgage-Backed Securities Fund and Variable Portfolio – Wells Fargo Short Duration Government Fund. Capital gain distributions, when available, will be made annually. However, an additional capital gain distribution may be made during the fiscal year in order to comply with the Internal Revenue Code, as applicable to RICs. Income distributions and capital gain distributions are determined in accordance with federal income tax regulations which may differ from GAAP.

Guarantees and Indemnifications

Under the Funds’ organizational documents, their officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, certain of the Funds’ contracts with their service providers contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against the Funds cannot be determined, and the Funds have no historical basis for predicting the likelihood of any such claims.

Note 3. Fees and Compensation Paid to Affiliates

Investment Management Services Fees

The Funds have an Investment Management Services Agreement with the Investment Manager for managing investments, record keeping and other services that are based solely on the assets of each Fund. The management fee is an annual fee that is equal to a percentage of each Fund’s average daily net assets that declines as each Fund’s net assets increase. The percentage range for each Fund and the management fee percentage of each Fund’s average daily net assets for the year ended December 31, 2010, were as follows:


							Management
Fund	Low			High			Fee %
RiverSource Variable Portfolio — Limited Duration Bond Fund		0.29	%		0.48	%		0.47	%
RiverSource Variable Portfolio — Strategic Income Fund		0.39	%		0.57	%		0.52	%
Variable Portfolio — AllianceBernstein International Value Fund		0.70	%		0.85	%		0.85	%
Variable Portfolio — American Century Diversified Bond Fund		0.40	%		0.48	%		0.47	%
Variable Portfolio — American Century Growth Fund		0.50	%		0.65	%		0.64	%
Variable Portfolio — Columbia Wanger International Equities Fund		0.85	%		0.95	%		0.94	%
Variable Portfolio — Columbia Wanger U.S. Equities Fund		0.80	%		0.90	%		0.88	%
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		0.53	%		0.63	%		0.63	%
Variable Portfolio — Invesco International Growth Fund		0.70	%		0.85	%		0.84	%
Variable Portfolio — J.P. Morgan Core Bond Fund		0.40	%		0.48	%		0.47	%
Variable Portfolio — Jennison Mid Cap Growth Fund		0.65	%		0.75	%		0.75	%
Variable Portfolio — MFS Value Fund		0.50	%		0.65	%		0.64	%
Variable Portfolio — Marsico Growth Fund		0.50	%		0.65	%		0.64	%
Variable Portfolio — Mondrian International Small Cap Fund		0.85	%		0.95	%		0.95	%
Variable Portfolio — Morgan Stanley Global Real Estate Fund		0.75	%		0.85	%		0.85	%
Variable Portfolio — NFJ Dividend Value Fund		0.50	%		0.65	%		0.64	%
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		0.50	%		0.65	%		0.65	%
Variable Portfolio — Partners Small Cap Growth Fund		0.80	%		0.90	%		0.88	%
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		0.40	%		0.48	%		0.48	%
Variable Portfolio — Pyramis ^® International Equity Fund		0.70	%		0.85	%		0.85	%
Variable Portfolio — Wells Fargo Short Duration Government Fund		0.40	%		0.48	%		0.48	%

368 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

Subadvisory Agreements

The Investment Manager contracts with and compensates subadvisers to manage the investment of each Fund’s assets. The Investment Manager has Subadvisory Agreements with the following subadvisers:


Fund		Subadviser
Variable Portfolio — AllianceBernstein International Value Fund		AllianceBernstein L.P.
Variable Portfolio — American Century Diversified Bond Fund		American Century Investment Management, Inc.
Variable Portfolio — American Century Growth Fund		American Century Investment Management, Inc.
Variable Portfolio — Columbia Wanger International Equities Fund		Columbia Wanger Asset Management LLC*
Variable Portfolio — Columbia Wanger U.S. Equities Fund		Columbia Wanger Asset Management LLC*
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		Eaton Vance Management
Variable Portfolio — Invesco International Growth Fund		Invesco Advisers, Inc.
Variable Portfolio — J.P. Morgan Core Bond Fund		J.P. Morgan Investment Management Inc.
Variable Portfolio — Jennison Mid Cap Growth Fund		Jennison Associates LLC
Variable Portfolio — MFS Value Fund		Massachusetts Financial Services Company
Variable Portfolio — Marsico Growth Fund		Marsico Capital Management, LLC
Variable Portfolio — Mondrian International Small Cap Fund		Mondrian Investment Partners Limited
Variable Portfolio — Morgan Stanley Global Real Estate Fund		Morgan Stanley Investment Management Inc.
Variable Portfolio — NFJ Dividend Value Fund		NFJ Investment Group LLC
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		Winslow Capital Management, Inc.
Variable Portfolio — Partners Small Cap Growth Fund		TCW Investment Management Company The London Company** Wells Capital Management Company
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		Pacific Investment Management Company LLC
Variable Portfolio — Pyramis ^® International Equity Fund		Pyramis Global Advisors, LLC
Variable Portfolio — Wells Fargo Short Duration Government Fund		Wells Capital Management Incorporated


^*		A wholly-owned subsidiary of the Investment Manager.
^**		London Company of Virginia, doing business as The London Company.

For the Period from May 7, 2010 until November 16, 2010, Variable Portfolio – Nuveen Winslow Large Cap Growth Fund was managed by UBS Global Asset Management (Americas) Inc. Management of the Fund was assumed by Winslow Capital Management, Inc. on November 17, 2010.

New investments in Variable Portfolio – Partners Small Cap Growth Fund, net of any redemptions, are allocated to each subadviser in accordance with the Investment Manager’s determination of the allocation that is in the best interests of the Fund’s shareholders. Each subadviser’s proportionate share of investments in the Fund will vary due to market fluctuations.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 369

Notes to Financial Statements (continued)

Administration Fees

Under an Administrative Services Agreement, each Fund pays the Fund Administrator an annual fee for administration and accounting services equal to a percentage of each Fund’s average daily net assets that declines as each Fund’s net assets increase. Prior to January 1, 2011, Ameriprise Financial, Inc. served as the Fund Administrator. Since January 1, 2011, Columbia Management Investment Advisers, LLC has served as the Fund Administrator. The percentage range for each Fund and the administration fee percentage of each Fund’s average daily net assets for the year ended December 31, 2010, were as follows:


							Administration
Fund	Low			High			Fee %
RiverSource Variable Portfolio — Limited Duration Bond Fund		0.04	%		0.07	%		0.06	%
RiverSource Variable Portfolio — Strategic Income Fund		0.04	%		0.07	%		0.07	%
Variable Portfolio — AllianceBernstein International Value Fund		0.05	%		0.08	%		0.08	%
Variable Portfolio — American Century Diversified Bond Fund		0.04	%		0.07	%		0.07	%
Variable Portfolio — American Century Growth Fund		0.03	%		0.06	%		0.06	%
Variable Portfolio — Columbia Wanger International Equities Fund		0.05	%		0.08	%		0.08	%
Variable Portfolio — Columbia Wanger U.S. Equities Fund		0.05	%		0.08	%		0.08	%
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		0.04	%		0.07	%		0.07	%
Variable Portfolio — Invesco International Growth Fund		0.05	%		0.08	%		0.08	%
Variable Portfolio — J.P. Morgan Core Bond Fund		0.04	%		0.07	%		0.07	%
Variable Portfolio — Jennison Mid Cap Growth Fund		0.03	%		0.06	%		0.06	%
Variable Portfolio — MFS Value Fund		0.03	%		0.06	%		0.06	%
Variable Portfolio — Marsico Growth Fund		0.03	%		0.06	%		0.06	%
Variable Portfolio — Mondrian International Small Cap Fund		0.05	%		0.08	%		0.08	%
Variable Portfolio — Morgan Stanley Global Real Estate Fund		0.05	%		0.08	%		0.08	%
Variable Portfolio — NFJ Dividend Value Fund		0.03	%		0.06	%		0.06	%
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		0.03	%		0.06	%		0.06	%
Variable Portfolio — Partners Small Cap Growth Fund		0.05	%		0.08	%		0.08	%
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		0.04	%		0.07	%		0.07	%
Variable Portfolio — Pyramis ^® International Equity Fund		0.05	%		0.08	%		0.08	%
Variable Portfolio — Wells Fargo Short Duration Government Fund		0.04	%		0.07	%		0.07	%

Other Fees

Other expenses are for, among other things, certain expenses of the Funds or the Board including: Fund boardroom and office expense, employee compensation, employee health and retirement benefits, and certain other expenses. Payment of these Fund

370 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

and Board expenses is facilitated by a company providing limited administrative services to each Fund and the Board. For the year ended December 31, 2010, other expenses paid to this company were as follows:


Fund	Amount
RiverSource Variable Portfolio — Limited Duration Bond Fund	$	1,359
RiverSource Variable Portfolio — Strategic Income Fund		513
Variable Portfolio — AllianceBernstein International Value Fund		735
Variable Portfolio — American Century Diversified Bond Fund		1,184
Variable Portfolio — American Century Growth Fund		1,039
Variable Portfolio — Columbia Wanger International Equities Fund		307
Variable Portfolio — Columbia Wanger U.S. Equities Fund		371
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		479
Variable Portfolio — Invesco International Growth Fund		970
Variable Portfolio — J.P. Morgan Core Bond Fund		1,076
Variable Portfolio — Jennison Mid Cap Growth Fund		496
Variable Portfolio — MFS Value Fund		851
Variable Portfolio — Marsico Growth Fund		934
Variable Portfolio — Mondrian International Small Cap Fund		176
Variable Portfolio — Morgan Stanley Global Real Estate Fund		220
Variable Portfolio — NFJ Dividend Value Fund		858
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		701
Variable Portfolio — Partners Small Cap Growth Fund		253
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		662
Variable Portfolio — Pyramis ^® International Equity Fund		600
Variable Portfolio — Wells Fargo Short Duration Government Fund		957

Compensation of Board Members

Under a Deferred Compensation Plan (the Plan), the board members who are not “interested persons” of each Fund as defined under the 1940 Act may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of each Fund or certain other funds managed by the Investment Manager. Each Fund’s liability for these amounts is adjusted for market value changes and remains in each Fund until distributed in accordance with the Plan.

Transfer Agency Fees

Distribution Fees

The Funds have an agreement with Columbia Management Investment Distributors, Inc. (the Distributor) for distribution services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, each Fund pays a fee at an annual rate of up to 0.25% of the Fund’s average daily net assets attributable to Class 2 shares.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 371

Notes to Financial Statements (continued)

Expenses Waived/Reimbursed by the Investment Manager and its Affiliates

For the year ended December 31, 2010, the Investment Manager and its affiliates waived/reimbursed certain fees and expenses such that net expenses (excluding fees and expenses of acquired funds*) were as follows:


Fund	Class 1			Class 2
RiverSource Variable Portfolio — Limited Duration Bond Fund		0.54	%		0.79	%
RiverSource Variable Portfolio — Strategic Income Fund		0.58	%		0.83	%
Variable Portfolio — AllianceBernstein International Value Fund		0.92	%		1.17	%
Variable Portfolio — American Century Diversified Bond Fund		0.55	%		0.80	%
Variable Portfolio — American Century Growth Fund		0.70	%		0.95	%
Variable Portfolio — Columbia Wanger International Equities Fund		1.15	%		1.40	%
Variable Portfolio — Columbia Wanger U.S. Equities Fund		0.97	%		1.22	%
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		0.58	%		0.83	%
Variable Portfolio — Invesco International Growth Fund		0.96	%		1.21	%
Variable Portfolio — J.P. Morgan Core Bond Fund		0.55	%		0.80	%
Variable Portfolio — Jennison Mid Cap Growth Fund		0.82	%		1.07	%
Variable Portfolio — MFS Value Fund		0.64	%		0.89	%
Variable Portfolio — Marsico Growth Fund		0.70	%		0.95	%
Variable Portfolio — Morgan Stanley Global Real Estate Fund		0.86	%		1.11	%
Variable Portfolio — NFJ Dividend Value Fund		0.64	%		0.89	%
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		0.70	%		0.95	%
Variable Portfolio — Partners Small Cap Growth Fund		1.07	%		1.32	%
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		0.55	%		0.80	%
Variable Portfolio — Pyramis ^® International Equity Fund		0.96	%		1.21	%
Variable Portfolio — Wells Fargo Short Duration Government Fund		0.55	%		0.80	%

The transfer agency fees and other expenses waived/reimbursed at the class level were as follows:


Fund	Class 1		Class 2
RiverSource Variable Portfolio — Limited Duration Bond Fund	$	757,321	$	208
RiverSource Variable Portfolio — Strategic Income Fund		282,557		164
Variable Portfolio — AllianceBernstein International Value Fund		421,048		73
Variable Portfolio — American Century Diversified Bond Fund		651,411		78
Variable Portfolio — American Century Growth Fund		577,943		21
Variable Portfolio — Columbia Wanger International Equities Fund		169,559		148
Variable Portfolio — Columbia Wanger U.S. Equities Fund		208,444		80
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		264,661		213
Variable Portfolio — Invesco International Growth Fund		543,677		44
Variable Portfolio — J.P. Morgan Core Bond Fund		593,130		153
Variable Portfolio — Jennison Mid Cap Growth Fund		276,218		41
Variable Portfolio — MFS Value Fund		489,080		49
Variable Portfolio — Marsico Growth Fund		522,394		39
Variable Portfolio — Morgan Stanley Global Real Estate Fund		125,856		86
Variable Portfolio — NFJ Dividend Value Fund		493,902		22
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		392,841		7
Variable Portfolio — Partners Small Cap Growth Fund		33,110		4
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		367,370		73
Variable Portfolio — Pyramis ^® International Equity Fund		342,328		7
Variable Portfolio — Wells Fargo Short Duration Government Fund		529,939		66

372 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

The management fees waived/reimbursed at the Fund level were as follows:


Fund
RiverSource Variable Portfolio — Limited Duration Bond Fund	$	141,721
RiverSource Variable Portfolio — Strategic Income Fund		283,444
Variable Portfolio — AllianceBernstein International Value Fund		387,363
Variable Portfolio — American Century Diversified Bond Fund		46,203
Variable Portfolio — American Century Growth Fund		140,813
Variable Portfolio — Columbia Wanger International Equities Fund		326,540
Variable Portfolio — Columbia Wanger U.S. Equities Fund		96,017
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		798,435
Variable Portfolio — Invesco International Growth Fund		13,105
Variable Portfolio — J.P. Morgan Core Bond Fund		89,557
Variable Portfolio — Jennison Mid Cap Growth Fund		129,463
Variable Portfolio — MFS Value Fund		625,527
Variable Portfolio — Marsico Growth Fund		164,229
Variable Portfolio — Morgan Stanley Global Real Estate Fund		383,070
Variable Portfolio — NFJ Dividend Value Fund		618,221
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		234,428
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		382,073
Variable Portfolio — Pyramis ^® International Equity Fund		201,977
Variable Portfolio — Wells Fargo Short Duration Government Fund		111,161

For the year ended December 31, 2010, the waiver was not invoked for Variable Portfolio – Mondrian International Small Cap Fund since the Fund’s expenses were below the cap amount.

The Investment Manager and its affiliates have contractually agreed to waive certain fees and reimburse certain expenses until April 30, 2011, unless sooner terminated at the sole discretion of the Board, such that net expenses (excluding fees and expenses of acquired funds*) will not exceed the following percentage of each Fund’s average daily net assets:


Fund	Class 1			Class 2
RiverSource Variable Portfolio — Limited Duration Bond Fund		0.54	%		0.79	%
RiverSource Variable Portfolio — Strategic Income Fund		0.58	%		0.83	%
Variable Portfolio — AllianceBernstein International Value Fund		0.92	%		1.17	%
Variable Portfolio — American Century Diversified Bond Fund		0.55	%		0.80	%
Variable Portfolio — American Century Growth Fund		0.70	%		0.95	%
Variable Portfolio — Columbia Wanger International Equities Fund		1.15	%		1.40	%
Variable Portfolio — Columbia Wanger U.S. Equities Fund		0.97	%		1.22	%
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		0.58	%		0.83	%
Variable Portfolio — Invesco International Growth Fund		0.96	%		1.21	%
Variable Portfolio — J.P. Morgan Core Bond Fund		0.55	%		0.80	%
Variable Portfolio — Jennison Mid Cap Growth Fund		0.82	%		1.07	%
Variable Portfolio — MFS Value Fund		0.64	%		0.89	%
Variable Portfolio — Marsico Growth Fund		0.70	%		0.95	%
Variable Portfolio — Mondrian International Small Cap Fund		1.31	%		1.56	%
Variable Portfolio — Morgan Stanley Global Real Estate Fund		0.86	%		1.11	%
Variable Portfolio — NFJ Dividend Value Fund		0.64	%		0.89	%
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		0.70	%		0.95	%
Variable Portfolio — Partners Small Cap Growth Fund		1.07	%		1.32	%
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		0.55	%		0.80	%
Variable Portfolio — Pyramis ^® International Equity Fund		0.96	%		1.21	%
Variable Portfolio — Wells Fargo Short Duration Government Fund		0.55	%		0.80	%


*		In addition to the fees and expenses which each Fund bears 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 each Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by each Fund will vary.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 373

Notes to Financial Statements (continued)

Note 4. Portfolio Information

For the period from May 7, 2010 (when shares became available) to December 31, 2010, the cost of purchases and proceeds from sales of securities, excluding short-term obligations but including any applicable mortgage dollar rolls), for each fund aggregated to:


Fund	Purchases		Proceeds
RiverSource Variable Portfolio — Limited Duration Bond Fund	$	2,580,121,258	$	288,030,622
RiverSource Variable Portfolio — Strategic Income Fund		1,111,478,111		323,380,364
Variable Portfolio — AllianceBernstein International Value Fund		1,313,306,969		305,717,036
Variable Portfolio — American Century Diversified Bond Fund		2,987,657,417		1,088,281,496
Variable Portfolio — American Century Growth Fund		2,326,339,871		832,239,565
Variable Portfolio — Columbia Wanger International Equities Fund		448,394,806		82,190,911
Variable Portfolio — Columbia Wanger U.S. Equities Fund		635,639,220		90,757,322
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		852,838,254		111,525,125
Variable Portfolio — Invesco International Growth Fund		1,500,705,188		228,028,558
Variable Portfolio — J.P. Morgan Core Bond Fund		2,932,984,235		1,189,820,654
Variable Portfolio — Jennison Mid Cap Growth Fund		883,201,381		172,716,119
Variable Portfolio — MFS Value Fund		1,500,960,201		166,351,421
Variable Portfolio — Marsico Growth Fund		1,875,789,935		578,314,513
Variable Portfolio — Mondrian International Small Cap Fund		264,807,641		36,159,203
Variable Portfolio — Morgan Stanley Global Real Estate Fund		340,584,625		43,923,280
Variable Portfolio — NFJ Dividend Value Fund		1,554,449,957		293,795,061
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund		2,081,321,054		1,094,194,939
Variable Portfolio — Partners Small Cap Growth Fund		544,720,770		158,637,804
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		15,983,494,329		14,729,618,833
Variable Portfolio — Pyramis ^® International Equity Fund		1,166,689,262		366,892,516
Variable Portfolio — Wells Fargo Short Duration Government Fund		6,395,853,408		4,882,375,665

Note 5. Payments by Affiliates

The Investment Manager reimbursed the Funds for brokerage commissions incurred in connection with investing new cash at or near the launch of the Funds in May 2010, as follows:


Fund	Reimbursement
Variable Portfolio — AllianceBernstein International Value Fund	$	371,014
Variable Portfolio — Columbia Wanger International Equities Fund		293,262
Variable Portfolio — Columbia Wanger U.S. Equities Fund		12,524
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		5,250
Variable Portfolio — Invesco International Growth Fund		1,053,697
Variable Portfolio — Marsico Growth Fund		19,621
Variable Portfolio — Morgan Stanley Global Real Estate Fund		255,586

In addition, the Investment Manager reimbursed Variable Portfolio — Columbia Wanger U.S. Equities Fund $12,563 for a loss on a trading error.

Note 6. Commission Recapture

Variable Portfolio – Pyramis ^® International Equity Fund participated in the Pyramis Global Advisors’ commission recapture program (the Program). The Program generates rebates on a portion of portfolio trades. During the year ended December 31, 2010, the Fund received cash rebates of $137,700 from the Program which are included in net realized gain or loss on investments in the Statements of Operations.

Note 7. Lending of Portfolio Securities

374 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

collateral required to maintain those levels due to market fluctuations of the loaned securities is delivered the following business day. Cash collateral received is invested by the lending agent on behalf of the Funds into authorized investments pursuant to the Agreement. The investments made with the cash collateral are listed in the Funds’ Portfolio of Investments. The values of such investments and any uninvested cash collateral are disclosed in the Statement of Assets and Liabilities along with the related obligation to return the collateral upon the return of the securities loaned. At December 31, 2010, the value of the securities on loan and value of the cash collateral and U.S. government securities received as collateral were as follows:


					U.S.
	Securities		Cash collateral		government
Fund	value		value		securities value
RiverSource Variable Portfolio — Limited Duration Bond Fund	$	162,659,103	$	166,907,172	$	—
RiverSource Variable Portfolio — Strategic Income Fund		188,508,097		143,378,234		48,734,587
Variable Portfolio — AllianceBernstein International Value Fund		63,288,812		65,921,154		—
Variable Portfolio — American Century Diversified Bond Fund		420,819,733		416,239,169		12,387,437
Variable Portfolio — American Century Growth Fund		357,100,977		366,540,420		—
Variable Portfolio — Columbia Wanger International Equities Fund		49,928,459		51,901,837		—
Variable Portfolio — Columbia Wanger U.S. Equities Fund		158,784,142		163,501,680		380,747
Variable Portfolio — Invesco International Growth Fund		126,980,965		131,954,932		—
Variable Portfolio — J.P. Morgan Core Bond Fund		332,760,744		310,502,586		28,516,588
Variable Portfolio — Jennison Mid Cap Growth Fund		154,979,563		159,376,990		—
Variable Portfolio — MFS Value Fund		103,430,831		105,389,591		—
Variable Portfolio — Marsico Growth Fund		301,029,413		307,771,469		—
Variable Portfolio — Mondrian International Small Cap Fund		23,933,491		25,038,027		—
Variable Portfolio — Morgan Stanley Global Real Estate Fund		35,712,791		36,911,844		—
Variable Portfolio — NFJ Dividend Value Fund		175,555,267		179,336,333		—
Variable Portfolio — Partners Small Cap Growth Fund		88,732,817		91,595,096		—
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		68,571,922		69,733,500		—
Variable Portfolio — Pyramis ^® International Equity Fund		43,797,493		45,696,646		—
Variable Portfolio — Wells Fargo Short Duration Government Fund		437,813,555		446,013,941		—

Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMorgan will indemnify the Funds from losses resulting from a borrower’s failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. The Investment Manager is not responsible for any losses incurred by the Funds in connection with the securities lending program. Loans are subject to termination by the Funds or the borrower at any time, and are, therefore, not considered to be illiquid investments.

Pursuant to the Agreement, the Funds receive income for lending their securities either in the form of fees or by earning interest on invested cash collateral, net of negotiated rebates paid to borrowers and fees paid to the lending agent for services provided and any other securities lending expenses. Net income earned from securities lending for the year ended December 31, 2010 is disclosed in the Statement of Operations. The Funds continue to earn and accrue interest and dividends on the securities loaned.

Note 8. Affiliated Money Market Fund

Each Fund may invest its daily cash balances in Columbia Short-Term Cash Fund (formerly known as RiverSource Short-Term Cash Fund), a money market fund established for the exclusive use by each Fund and other affiliated Funds. The income earned by the Funds from such investments is included as “Dividends from affiliates” in the Statement of Operations. As an investing fund, each Fund indirectly bears its proportionate share of the expenses of Columbia Short-Term Cash Fund.

Note 9. Shareholder Concentration

At December 31, 2010, the Investment Manager and/or affiliates owned 100% of Class 1 and Class 2 shares for each Fund.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 375

Notes to Financial Statements (continued)

Note 10. Line of Credit

Each Fund has entered into a revolving credit facility with a syndicate of banks led by JPMorgan Chase Bank, N.A. (the Administrative Agent), whereby the Funds may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The credit facility became effective on October 14, 2010, replacing a prior credit facility. The credit facility agreement, which is a collective agreement between the Funds and certain other funds managed by the Investment Manager, severally and not jointly, permits collective borrowings up to $300 million. The borrowers shall have the right, upon written notice to the Administrative Agent, to request an increase of up to $200 million in the aggregate amount of the credit facility from new or existing lenders, provided that the aggregate amount of the credit facility shall at no time exceed $500 million. Participation in such increase by any existing lender shall be at such lender’s sole discretion. Interest is charged to each fund based on its borrowings at a rate equal to the sum of the federal funds rate plus (i) 1.25% per annum plus (ii) if one-month LIBOR exceeds the federal funds rate, the amount of such excess. Each borrowing under the credit facility matures no later than 60 days after the date of borrowing. Each Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.10% per annum.

Prior to October 14, 2010, the credit facility agreement, which was a collective agreement between the Funds and certain other funds managed by the Investment Manager, severally and not jointly, permitted collective borrowings up to $300 million. Each Fund also paid a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.10% per annum, in addition to an upfront fee equal to its pro rata share of 0.04% of the amount of the credit facility. The Funds had no borrowings for the year ended December 31, 2010.

Note 11. Federal Tax Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are made to each Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations.

For the year ended December 31, 2010, permanent and timing book to tax differences resulting primarily from differing treatments for futures contracts, foreign currency transactions, recognition of unrealized appreciation (depreciation) for certain derivative investments, passive foreign investment company (PFIC) holdings, re-characterization of real estate investment trust (REIT) distributions, post-October losses, foreign tax credits and losses deferred due to wash sales were identified and permanent differences reclassed among the components of each Fund’s net assets in the Statement of Assets and Liabilities as follows:


	Undistributed
	(excess of
	distributions over)			Accumulated			Paid-in capital
	net investment			net realized			(decrease)
Fund	income			gain (loss)			increase
RiverSource Variable Portfolio — Limited Duration Bond Fund	$	2		$	—		$	(2	)
RiverSource Variable Portfolio — Strategic Income Fund		1,356,800			(1,356,797	)		(3	)
Variable Portfolio — AllianceBernstein International Value Fund		5,716,337			(5,716,335	)		(2	)
Variable Portfolio — American Century Diversified Bond Fund		(2,788,859	)		2,788,862			(3	)
Variable Portfolio — Columbia Wanger International Equities Fund		1,477,341			(1,477,341	)		—
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		2			—			(2	)
Variable Portfolio — Invesco International Growth Fund		987,904			(987,902	)		(2	)
Variable Portfolio — J.P. Morgan Core Bond Fund		3			—			(3	)
Variable Portfolio — Mondrian International Small Cap Fund		207,555			(207,553	)		(2	)
Variable Portfolio — Morgan Stanley Global Real Estate Fund		(105,837	)		105,839			(2	)
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		2,031,223			(2,031,221	)		(2	)
Variable Portfolio — Pyramis ^® International Equity Fund		220,184			(220,182	)		(2	)
Variable Portfolio — Wells Fargo Short Duration Government Fund		2			—			(2	)

376 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

The tax character of distributions paid during the year indicated was as follows:


	Year ended December 31, 2010
			Long-term		Tax return of
Fund	Ordinary income		capital gains		capital
Variable Portfolio — AllianceBernstein International Value Fund	$	10,501,102	$	—	$	—
Variable Portfolio — Columbia Wanger International Equities Fund		2,300,564		—		—
Variable Portfolio — Invesco International Growth Fund		8,799,065		—		—
Variable Portfolio — Mondrian International Small Cap Fund		2,500,305		—		—
Variable Portfolio — Pyramis ^® International Equity Fund		3,701,488		—		—

At December 31, 2010, the components of distributable earnings on a tax basis were as follows:


			Undistributed					Unrealized
	Undistributed		accumulated		Accumulated			appreciation
Fund	ordinary income		long-term gain		realized loss			(depreciation)
RiverSource Variable Portfolio — Limited Duration Bond Fund	$	34,154,977	$	6,965,017	$	—		$	15,012,083
RiverSource Variable Portfolio — Strategic Income Fund		33,648,720		133,173		(1,266,168	)		25,392,297
Variable Portfolio — AllianceBernstein International Value Fund		46,618,014		—		—			162,724,783
Variable Portfolio — American Century Diversified Bond Fund		32,401,918		—		—			5,979,153
Variable Portfolio — Columbia Wanger International Equities Fund		17,110,424		—		—			83,269,089
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		18,477,884		—		—			12,059,962
Variable Portfolio — Invesco International Growth Fund		17,954,916		—		—			259,027,378
Variable Portfolio — J.P. Morgan Core Bond Fund		38,452,936		—		—			3,267,766
Variable Portfolio — Mondrian International Small Cap Fund		9,006,874		—		—			58,710,276
Variable Portfolio — Morgan Stanley Global Real Estate Fund		16,166,725		391,009		—			51,621,141
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		35,713,055		—		(6,028,053	)		(6,113,020	)
Variable Portfolio — Pyramis ^® International Equity Fund		26,218,862		3,494,415		—			156,173,356
Variable Portfolio — Wells Fargo Short Duration Government Fund		19,490,065		—		—			1,404,130

At December 31, 2010, the cost of investments for federal income tax purposes along with the aggregate gross unrealized appreciation and depreciation based on that cost was:


			Gross unrealized		Gross unrealized			Net appreciation
Fund	Tax cost		appreciation		depreciation			(depreciation)
RiverSource Variable Portfolio — Limited Duration Bond Fund	$	2,488,797,580	$	23,333,516	$	(8,314,778	)	$	15,018,738
RiverSource Variable Portfolio — Strategic Income Fund		996,932,110		30,517,897		(6,939,591	)		23,578,306
Variable Portfolio — AllianceBernstein International Value Fund		1,149,274,101		170,039,232		(7,238,857	)		162,800,375
Variable Portfolio — American Century Diversified Bond Fund		2,426,944,969		17,671,684		(13,179,357	)		4,492,327
Variable Portfolio — Columbia Wanger International Equities Fund		470,739,988		87,959,579		(4,802,012	)		83,157,567
Variable Portfolio — Eaton Vance Floating-Rate Income Fund		798,679,958		13,217,630		(1,155,475	)		12,062,155
Variable Portfolio — Invesco International Growth Fund		1,517,786,889		263,510,049		(4,484,475	)		259,025,574
Variable Portfolio — J.P. Morgan Core Bond Fund		2,087,809,717		17,706,149		(10,358,030	)		7,348,119
Variable Portfolio — Mondrian International Small Cap Fund		268,481,571		59,003,111		(301,532	)		58,701,579
Variable Portfolio — Morgan Stanley Global Real Estate Fund		352,537,744		52,465,294		(859,692	)		51,605,602
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		1,614,163,837		3,595,797		(7,177,219	)		(3,581,422	)
Variable Portfolio — Pyramis ^® International Equity Fund		906,564,680		160,785,043		(4,632,898	)		156,152,145
Variable Portfolio — Wells Fargo Short Duration Government Fund		2,062,499,175		5,375,010		(3,966,484	)		1,408,526

Under current tax rules, certain currency and capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. As of December 31, 2010, the following post-October losses attributed to security transactions were deferred to December 31, 2011:


Fund	2019
RiverSource Variable Portfolio — Strategic Income Fund	$	1,266,168
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund		6,028,053

Management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. However, management’s conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, new tax laws, regulations, and administrative interpretations (including relevant court

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 377

Notes to Financial Statements (continued)

decisions). The Funds’ federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.

Note 12. Significant Risks

Floating Rate Loan Risk

Variable Portfolio – Eaton Vance Floating-Rate Income Fund invests primarily in floating rate loans, the market value of which may fluctuate, sometimes rapidly and unpredictably. The principal risks of investing in the Fund include liquidity risk, interest rate risk, credit risk, counterparty risk, highly leveraged transactions risk, derivatives risk, confidential information access risk, and impairment of collateral risk. Generally, when interest rates rise, the prices of fixed income securities fall, however, securities or loans with floating interest rates can be less sensitive to interest rate changes, but they may decline in value if their interest rates do not rise as much as interest rates in general. Limited liquidity may affect the ability of the Fund to purchase or sell floating rate loans and may have a negative impact on fund performance. The floating rate loans and securities in which the fund invests generally are lower rated (non-investment grade) and are more likely to experience a default, which results in more volatile prices and more risk to principal and income than investment grade loans or securities.

Non-Diversification Risk

A non-diversified fund is permitted to invest a greater percentage of its total assets in fewer companies than a diversified fund. The Variable Portfolio – Morgan Stanley Global Real Estate Fund may, therefore, have a greater risk of loss from a few issuers than a similar fund that invests more broadly.

Sector Focus Risk

Variable Portfolio – Partners Small Cap Growth Fund may focus its investments in certain sectors, subjecting it to greater risk than a fund that invests in a wider range of industries.

Foreign Securities Risk

Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local and regional economic, political and social conditions, which may result in greater market volatility. In addition, certain foreign securities may not be as liquid as U.S. securities. Investing in emerging markets may accentuate these risks.

Investments in emerging market countries are subject to additional risk. The risk of foreign investments is typically increased in less developed countries. These countries are also more likely to experience high levels of inflation, deflation or currency devaluation which could hurt their economies and securities markets.

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.

Real Estate Sector Risk

The risks associated with the ownership of real estate and the real estate industry in general 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.

Note 13. Subsequent Events

Management has evaluated the events and transactions that have occurred through the date the financial statements were issued. Other than as noted below, there were no items requiring an adjustment of the financial statements or additional disclosure.

378 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

In August 2010, the Board of Trustees of RiverSource Variable Portfolio – Strategic Income Fund (the “Fund”) approved a proposal to merge the Fund with and into Columbia Strategic Income Fund, Variable Series. The merger is expected to be a tax-free reorganization for U.S. federal income tax purposes. The proposal was approved at a meeting of shareholders held on February 15, 2011, and is expected to close before the end of the second quarter 2011.

Note 14. 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 legacy 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 August 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 (the Supreme Court), asking the Supreme Court to stay the District Court proceedings while the 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 issued its ruling in Jones v. Harris Associates, and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded the case to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates. On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, Plaintiffs filed a notice of appeal with the Eighth Circuit.

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 379

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
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 — Columbia Wanger International Equities Fund, Variable Portfolio — Columbia Wanger U.S. Equities Fund, Variable Portfolio — Eaton Vance Floating-Rate Income 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 — Nuveen Winslow Large Cap Growth Fund (formerly known as Variable Portfolio — UBS Large Cap Growth Fund), Variable Portfolio — Partners Small Cap Growth Fund, Variable Portfolio — PIMCO Mortgage-Backed Securities Fund, Variable Portfolio — Pyramis ^® International Equity Fund and Variable Portfolio — Wells Fargo Short Duration Government Fund:

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of 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 — Columbia Wanger International Equities Fund, Variable Portfolio — Columbia Wanger U.S. Equities Fund, Variable Portfolio — Eaton Vance Floating-Rate Income 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 — Nuveen Winslow Large Cap Growth Fund, Variable Portfolio — Partners Small Cap Growth Fund, Variable Portfolio — PIMCO Mortgage-Backed Securities Fund, Variable Portfolio — Pyramis ^{^®} International Equity Fund and Variable Portfolio — Wells Fargo Short Duration Government Fund (the Funds) (twenty-one of the portfolios constituting the RiverSource Variable Series Trust) as of December 31, 2010, and the related statements of operations, changes in net assets, and financial highlights for the period from May 7, 2010 (when shares became available) to December 31, 2010. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

380 VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds listed above constituting portfolios within RiverSource Variable Series Trust at December 31, 2010, the results of their operations, changes in their net assets, and financial highlights for the period from May 7, 2010 (when shares became available) to December 31, 2010, in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota

February 23, 2011

VARIABLE PORTFOLIO FUNDS — 2010 ANNUAL REPORT 381

Investments in Affiliated Funds

Variable Portfolio — Conservative Portfolio

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)


Equity Funds (19.9%)
	Shares			Value(a)

Global Real Estate (0.5%)
Variable Portfolio – Morgan Stanley Global Real Estate Fund		838,964	(b)	$9,849,438


International (4.1%)
Variable Portfolio – AllianceBernstein International Value Fund		2,009,844		22,610,746
Variable Portfolio – Columbia Wanger International Equities Fund		475,978		5,859,285
Variable Portfolio – Invesco International Growth Fund		2,220,263		25,843,863
Variable Portfolio – Mondrian International Small Cap Fund		628,807		7,834,935
Variable Portfolio – Pyramis ^® International Equity Fund		1,952,029		22,584,979

Total				84,733,808


U.S. Large Cap (11.0%)
RiverSource Variable Portfolio – Diversified Equity Income Fund		2,527,443	(b)	33,336,979
Variable Portfolio – American Century Growth Fund		3,173,794	(b)	35,959,083
Variable Portfolio – Columbia Wanger U.S. Equities Fund		1,186,358	(b)	14,082,075
Variable Portfolio – Davis New York Venture Fund		2,382,562	(b)	23,825,617
Variable Portfolio – Marsico Growth Fund		2,693,664	(b)	32,485,585
Variable Portfolio – MFS Value Fund		3,090,129	(b)	33,249,784
Variable Portfolio – NFJ Dividend Value Fund		2,962,936	(b)	33,362,656
Variable Portfolio – Nuveen Winslow Large Cap Growth Fund		2,127,116	(b)	24,291,663

Total				230,593,442


U.S. Mid Cap (2.7%)
Variable Portfolio – Goldman Sachs Mid Cap Value Fund		2,816,600	(b)	31,489,584
Variable Portfolio – Jennison Mid Cap Growth Fund		2,088,334	(b)	23,723,478

Total				55,213,062


U.S. Small Cap (1.6%)
Variable Portfolio – Partners Small Cap Growth Fund		724,016	(b)	8,521,668
Variable Portfolio – Partners Small Cap Value Fund		1,625,976	(b)	24,844,920

Total				33,366,588


Total Equity Funds
(Cost: $343,762,319)				$413,756,338




Fixed Income Funds (74.1%)
	Shares			Value(a)

Floating Rate (3.9%)
Variable Portfolio – Eaton Vance Floating-Rate Income Fund		8,270,018	(b,c)	$82,038,577


Global Bond (3.0%)
RiverSource Variable Portfolio – Global Bond Fund		5,369,992		62,828,910


High Yield (2.0%)
RiverSource Variable Portfolio – Income Opportunities Fund		3,817,494		40,809,007


Inflation Protected Securities (7.0%)
RiverSource Variable Portfolio – Global Inflation Protected Securities Fund		15,309,501	(c)	146,052,644


Investment Grade (56.2%)
RiverSource Variable Portfolio – Diversified Bond Fund		22,332,518	(c)	245,657,692
RiverSource Variable Portfolio – Limited Duration Bond Fund		18,261,675	(b,c)	187,547,404
RiverSource Variable Portfolio – Short Duration U.S. Government Fund		6,994,895	(c)	72,607,013
Variable Portfolio – American Century Diversified Bond Fund		22,924,894	(b,c)	240,023,640
Variable Portfolio – J.P. Morgan Core Bond Fund		21,573,609	(b,c)	224,149,795
Variable Portfolio – PIMCO Mortgage-Backed Securities Fund		8,026,692	(b,c)	83,236,801
Variable Portfolio – Wells Fargo Short Duration Government Fund		11,216,602	(b,c)	114,297,178

Total				1,167,519,523


Multisector (2.0%)
RiverSource Variable Portfolio – Strategic Income Fund		3,872,464	(b)	41,125,564


Total Fixed Income Funds
(Cost: $1,518,529,518)				$1,540,374,225




Cash Equivalents (6.0%)
	Shares			Value(a)

Money Market
RiverSource Variable Portfolio – Cash Management Fund, 0.011%		123,848,188	(c)	$123,848,188


Total Cash Equivalents
(Cost: $123,848,188)				$123,848,188


Total Investments in Affiliated Funds
(Cost: $1,986,140,025)				$2,077,978,751

Notes to Investments in Affiliated Funds


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Investments in Underlying Affiliated Funds which exceed 5% of the underlying fund’s shares outstanding — See Note 6 to the financial statements.

36 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Variable Portfolio — Conservative Portfolio

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (to include NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:

Fair value at Dec. 31, 2010

Level 1

Level 2

quoted prices

other

Level 3

in active

significant

markets for

observable

unobservable

Description

identical assets(a)

inputs

Total

Investments in Affiliated Funds

$2,077,978,751

$—

$2,077,978,751


(a)		There were no significant transfers between Levels 1 and 2 during the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 37

Investments in Affiliated Funds

Variable Portfolio — Moderately Conservative Portfolio

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)


Equity Funds (37.0%)
	Shares			Value(a)

Global Real Estate (0.8%)
Variable Portfolio – Morgan Stanley Global Real Estate Fund		3,053,639	(b,c)	$35,849,728


International (9.0%)
Threadneedle Variable Portfolio – Emerging Markets Fund		1,351,436		24,258,284
Variable Portfolio – AllianceBernstein International Value Fund		8,865,687	(c)	99,738,979
Variable Portfolio – Columbia Wanger International Equities Fund		3,686,984	(c)	45,386,772
Variable Portfolio – Invesco International Growth Fund		11,728,168	(c)	136,515,878
Variable Portfolio – Mondrian International Small Cap Fund		2,681,207	(c)	33,407,836
Variable Portfolio – Pyramis ^® International Equity Fund		7,491,331	(c)	86,674,705

Total				425,982,454


U.S. Large Cap (19.8%)
RiverSource Variable Portfolio – Diversified Equity Income Fund		10,528,020	(b)	138,864,584
Variable Portfolio – American Century Growth Fund		12,562,440	(b,c)	142,332,442
Variable Portfolio – Columbia Wanger U.S. Equities Fund		4,545,608	(b,c)	53,956,367
Variable Portfolio – Davis New York Venture Fund		10,934,324	(b,c)	109,343,241
Variable Portfolio – Marsico Growth Fund		10,544,560	(b,c)	127,167,393
Variable Portfolio – MFS Value Fund		12,734,217	(b,c)	137,020,179
Variable Portfolio – NFJ Dividend Value Fund		12,165,886	(b,c)	136,987,872
Variable Portfolio – Nuveen Winslow Large Cap Growth Fund		8,315,037	(b,c)	94,957,725

Total				940,629,803


U.S. Mid Cap (4.6%)
RiverSource Variable Portfolio – Mid Cap Value Fund		5,373,933	(b,c)	58,898,308
Variable Portfolio – Goldman Sachs Mid Cap Value Fund		6,321,605	(b,c)	70,675,546
Variable Portfolio – Jennison Mid Cap Growth Fund		7,728,559	(b,c)	87,796,426

Total				217,370,280


U.S. Small Cap (2.8%)
Variable Portfolio – Partners Small Cap Growth Fund		3,331,596	(b,c)	39,212,889
Variable Portfolio – Partners Small Cap Value Fund		6,039,275	(b,c)	92,280,130

Total				131,493,019


Total Equity Funds
(Cost: $1,458,904,822)				$1,751,325,284




Fixed Income Funds (61.1%)
	Shares			Value(a)

Floating Rate (1.9%)
Variable Portfolio – Eaton Vance Floating-Rate Income Fund		8,880,516	(b,c)	$88,094,714


Global Bond (2.2%)
RiverSource Variable Portfolio – Global Bond Fund		8,746,114	(c)	102,329,532


High Yield (1.4%)
RiverSource Variable Portfolio – Income Opportunities Fund		6,292,501	(c)	67,266,839


Inflation Protected Securities (6.8%)
RiverSource Variable Portfolio – Global Inflation Protected Securities Fund		33,859,882	(c)	323,023,272


Investment Grade (47.9%)
RiverSource Variable Portfolio – Diversified Bond Fund		37,791,067	(c)	415,701,740
RiverSource Variable Portfolio – Limited Duration Bond Fund		41,732,545	(b,c)	428,593,234
RiverSource Variable Portfolio – Short Duration U.S. Government Fund		13,354,464	(c)	138,619,335
Variable Portfolio – American Century Diversified Bond Fund		39,486,444	(b,c)	413,423,065
Variable Portfolio – J.P. Morgan Core Bond Fund		35,291,767	(b,c)	366,681,463
Variable Portfolio – PIMCO Mortgage-Backed Securities Fund		22,236,835	(b,c)	230,595,978
Variable Portfolio – Wells Fargo Short Duration Government Fund		27,213,150	(b,c)	277,301,995

Total				2,270,916,810


Multisector (0.9%)
RiverSource Variable Portfolio – Strategic Income Fund		4,064,924	(b)	43,169,495


Total Fixed Income Funds
(Cost: $2,860,013,833)				$2,894,800,662




Cash Equivalents (1.9%)
	Shares			Value(a)

Money Market
RiverSource Variable Portfolio – Cash Management Fund, 0.011%		88,658,685	(c)	$88,658,685


Total Cash Equivalents
(Cost: $88,658,685)				$88,658,685


Total Investments in Affiliated Funds
(Cost: $4,407,577,340)				$4,734,784,631

Notes to Investments in Affiliated Funds


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Investments in Underlying Affiliated Funds which exceed 5% of the underlying fund’s shares outstanding — See Note 6 to the financial statements.

38 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Variable Portfolio — Moderately Conservative Portfolio

Fair Value Measurements

Generally accepted accounting principles (GAAP) require disclosure regarding the inputs and valuation techniques used to measure fair value and any changes in valuation inputs or techniques. In addition, investments shall be disclosed by major category. The Fund categorizes its fair value measurements according to a three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by prioritizing that the most observable input be used when available. Observable inputs are those that market participants would use in pricing an investment based on market data obtained from sources independent of the reporting entity. Unobservable inputs are those that reflect the Fund’s assumptions about the information market participants would use in pricing an investment. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is deemed significant to the asset or liability’s fair value measurement. The input levels are not necessarily an indication of the risk or liquidity associated with investments at that level. For example, certain U.S. government securities are generally high quality and liquid, however, they are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (to include NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:

Fair value at Dec. 31, 2010

Level 1

Level 2

quoted prices

other

Level 3

in active

significant

markets for

observable

unobservable

Description

identical assets(a)

inputs

Total

Investments in Affiliated Funds

$4,734,784,631

$—

$4,734,784,631


(a)		There were no significant transfers between Levels 1 and 2 during the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 39

Investments in Affiliated Funds

Variable Portfolio — Moderate Portfolio

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)


Equity Funds (51.1%)
	Shares			Value(a)

Global Real Estate (1.0%)
Variable Portfolio – Morgan Stanley Global Real Estate Fund		15,188,776	(b,c)	$178,316,230


International (12.7%)
Threadneedle Variable Portfolio – Emerging Markets Fund		12,878,425	(c)	231,167,725
Variable Portfolio – AllianceBernstein International Value Fund		48,181,170	(c)	542,038,161
Variable Portfolio – Columbia Wanger International Equities Fund		19,037,017	(c)	234,345,683
Variable Portfolio – Invesco International Growth Fund		61,288,948	(c)	713,403,355
Variable Portfolio – Mondrian International Small Cap Fund		10,571,896	(c)	131,725,819
Variable Portfolio – Pyramis ^® International Equity Fund		34,628,442	(c)	400,651,078

Total				2,253,331,821


U.S. Large Cap (27.3%)
RiverSource Variable Portfolio – Diversified Equity Income Fund		51,013,059	(b,c)	672,862,244
Variable Portfolio – American Century Growth Fund		67,951,003	(b,c)	769,884,862
Variable Portfolio – Columbia Wanger U.S. Equities Fund		22,019,982	(b,c)	261,377,185
Variable Portfolio – Davis New York Venture Fund		58,762,289	(b,c)	587,622,892
Variable Portfolio – Marsico Growth Fund		57,007,517	(b,c)	687,510,658
Variable Portfolio – MFS Value Fund		62,293,986	(b,c)	670,283,290
Variable Portfolio – NFJ Dividend Value Fund		59,853,702	(b,c)	673,952,686
Variable Portfolio – Nuveen Winslow Large Cap Growth Fund		45,034,238	(b,c)	514,290,995

Total				4,837,784,812


U.S. Mid Cap (6.2%)
RiverSource Variable Portfolio – Mid Cap Value Fund		29,655,506	(b,c)	325,024,351
Variable Portfolio – Goldman Sachs Mid Cap Value Fund		36,731,694	(b,c)	410,660,337
Variable Portfolio – Jennison Mid Cap Growth Fund		31,815,818	(b,c)	361,427,695

Total				1,097,112,383


U.S. Small Cap (3.9%)
Variable Portfolio – Partners Small Cap Growth Fund		14,515,364	(b,c)	170,845,839
Variable Portfolio – Partners Small Cap Value Fund		33,867,490	(b,c)	517,495,254

Total				688,341,093


Total Equity Funds
(Cost: $7,569,200,400)				$9,054,886,339




Fixed Income Funds (48.9%)
	Shares			Value(a)

Floating Rate (1.9%)
Variable Portfolio – Eaton Vance Floating-Rate Income Fund		34,182,017	(b,c)	$339,085,608


Global Bond (3.0%)
RiverSource Variable Portfolio – Global Bond Fund		44,927,930	(c)	525,656,785


High Yield (2.9%)
RiverSource Variable Portfolio – Income Opportunities Fund		47,940,550	(c)	512,484,484


Inflation Protected Securities (6.4%)
RiverSource Variable Portfolio – Global Inflation Protected Securities Fund		118,838,090	(c)	1,133,715,382


Investment Grade (31.8%)
RiverSource Variable Portfolio – Diversified Bond Fund		90,167,940	(c)	991,847,343
RiverSource Variable Portfolio – Limited Duration Bond Fund		113,081,773	(b,c)	1,161,349,811
RiverSource Variable Portfolio – Short Duration U.S. Government Fund		29,231,164	(c)	303,419,483
Variable Portfolio – American Century Diversified Bond Fund		96,137,566	(b,c)	1,006,560,320
Variable Portfolio – J.P. Morgan Core Bond Fund		93,367,290	(b,c)	970,086,142
Variable Portfolio – PIMCO Mortgage-Backed Securities Fund		50,265,376	(b,c)	521,251,950
Variable Portfolio – Wells Fargo Short Duration Government Fund		67,185,777	(b,c)	684,623,063

Total				5,639,138,112


Multisector (2.9%)
RiverSource Variable Portfolio – Strategic Income Fund		47,598,559	(b,c)	505,496,698


Total Fixed Income Funds
(Cost: $8,530,423,537)				$8,655,577,069




Cash Equivalents (—%)
	Shares			Value(a)

Money Market
RiverSource Variable Portfolio – Cash Management Fund, 0.011%		316,994		$316,994


Total Cash Equivalents
(Cost: $316,994)				$316,994


Total Investments in Affiliated Funds
(Cost: $16,099,940,931)				$17,710,780,402

Notes to Investments in Affiliated Funds


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Investments in Underlying Affiliated Funds which exceed 5% of the underlying fund’s shares outstanding — See Note 6 to the financial statements.

40 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Variable Portfolio — Moderate Portfolio

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (to include NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:

Fair value at Dec. 31, 2010

Level 1

Level 2

quoted prices

other

Level 3

in active

significant

markets for

observable

unobservable

Description

identical assets(a)

inputs

Total

Investments in Affiliated Funds

$17,710,780,402

$—

$17,710,780,402


(a)		There were no significant transfers between Levels 1 and 2 during the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 41

Investments in Affiliated Funds

Variable Portfolio — Moderately Aggressive Portfolio

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)


Equity Funds (65.3%)
	Shares			Value(a)

Global Real Estate (1.0%)
Variable Portfolio – Morgan Stanley Global Real Estate Fund		9,899,542	(b,c)	$116,220,627


International (16.5%)
Threadneedle Variable Portfolio – Emerging Markets Fund		9,805,542	(c)	176,009,487
Variable Portfolio – AllianceBernstein International Value Fund		39,486,655	(c)	444,224,864
Variable Portfolio – Columbia Wanger International Equities Fund		12,925,343	(c)	159,110,977
Variable Portfolio – Invesco International Growth Fund		50,489,422	(c)	587,696,878
Variable Portfolio – Mondrian International Small Cap Fund		7,643,241	(c)	95,234,783
Variable Portfolio – Pyramis ^® International Equity Fund		33,982,190	(c)	393,173,934

Total				1,855,450,923


U.S. Large Cap (35.3%)
RiverSource Variable Portfolio – Diversified Equity Income Fund		41,252,644	(b,c)	544,122,369
Variable Portfolio – American Century Growth Fund		56,258,379	(b,c)	637,407,430
Variable Portfolio – Columbia Wanger U.S. Equities Fund		20,720,592	(b,c)	245,953,433
Variable Portfolio – Davis New York Venture Fund		48,391,882	(b,c)	483,918,824
Variable Portfolio – Marsico Growth Fund		47,205,408	(b,c)	569,297,223
Variable Portfolio – MFS Value Fund		49,154,937	(b,c)	528,907,125
Variable Portfolio – NFJ Dividend Value Fund		47,395,128	(b,c)	533,669,147
Variable Portfolio – Nuveen Winslow Large Cap Growth Fund		37,453,212	(b,c)	427,715,686

Total				3,970,991,237


U.S. Mid Cap (7.1%)
RiverSource Variable Portfolio – Mid Cap Value Fund		23,242,456	(b,c)	254,737,322
Variable Portfolio – Goldman Sachs Mid Cap Value Fund		24,456,125	(b,c)	273,419,476
Variable Portfolio – Jennison Mid Cap Growth Fund		23,721,943	(b,c)	269,481,267

Total				797,638,065


U.S. Small Cap (5.4%)
Variable Portfolio – Partners Small Cap Growth Fund		17,116,851	(b,c)	201,465,335
Variable Portfolio – Partners Small Cap Value Fund		26,696,115	(b,c)	407,916,641

Total				609,381,976


Total Equity Funds
(Cost: $6,153,970,806)				$7,349,682,828




Fixed Income Funds (34.7%)
	Shares			Value(a)

Floating Rate (2.0%)
Variable Portfolio – Eaton Vance Floating-Rate Income Fund		22,167,815	(b,c)	$219,904,727


Global Bond (3.0%)
RiverSource Variable Portfolio – Global Bond Fund		28,877,419	(c)	337,865,808


High Yield (2.0%)
RiverSource Variable Portfolio – Income Opportunities Fund		20,743,364	(c)	221,746,557


Inflation Protected Securities (4.5%)
RiverSource Variable Portfolio – Global Inflation Protected Securities Fund		52,855,981	(c)	504,246,060


Investment Grade (21.2%)
RiverSource Variable Portfolio – Diversified Bond Fund		47,259,500	(c)	519,854,501
RiverSource Variable Portfolio – Limited Duration Bond Fund		50,395,993	(b,c)	517,566,844
RiverSource Variable Portfolio – Short Duration U.S. Government Fund		18,748,483	(c)	194,609,254
Variable Portfolio – American Century Diversified Bond Fund		29,847,740	(b,c)	312,505,835
Variable Portfolio – J.P. Morgan Core Bond Fund		19,842,798	(b,c)	206,166,669
Variable Portfolio – PIMCO Mortgage-Backed Securities Fund		21,522,840	(b,c)	223,191,847
Variable Portfolio – Wells Fargo Short Duration Government Fund		41,442,303	(b,c)	422,297,064

Total				2,396,192,014


Multisector (2.0%)
RiverSource Variable Portfolio – Strategic Income Fund		20,860,269	(b,c)	221,536,054


Total Fixed Income Funds
(Cost: $3,847,798,828)				$3,901,491,220




Cash Equivalents (—%)
	Shares			Value(a)

Money Market
RiverSource Variable Portfolio – Cash Management Fund, 0.011%		10		$10


Total Cash Equivalents
(Cost: $10)				$10


Total Investments in Affiliated Funds
(Cost: $10,001,769,644)				$11,251,174,058

Notes to Investments in Affiliated Funds


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Investments in Underlying Affiliated Funds which exceed 5% of the underlying fund’s shares outstanding — See Note 6 to the financial statements.

42 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Variable Portfolio — Moderately Aggressive Portfolio

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


	•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (to include NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

	•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

	•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:

Fair value at Dec. 31, 2010

Level 1

Level 2

quoted prices

other

Level 3

in active

significant

markets for

observable

unobservable

Description

identical assets(a)

inputs

Total

Investments in Affiliated Funds

$11,251,174,058

$—

$11,251,174,058


(a)		There were no significant transfers between Levels 1 and 2 during the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 43

Investments in Affiliated Funds

Variable Portfolio — Aggressive Portfolio

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)


Equity Funds (79.8%)
	Shares			Value(a)

Global Real Estate (1.0%)
Variable Portfolio – Morgan Stanley Global Real Estate Fund		2,494,013	(b,c)	$29,279,717


International (20.5%)
Threadneedle Variable Portfolio – Emerging Markets Fund		3,290,609	(c)	59,066,424
Variable Portfolio – AllianceBernstein International Value Fund		12,913,405	(c)	145,275,806
Variable Portfolio – Columbia Wanger International Equities Fund		4,775,148	(c)	58,782,069
Variable Portfolio – Invesco International Growth Fund		15,604,092	(c)	181,631,626
Variable Portfolio – Mondrian International Small Cap Fund		2,712,443	(c)	33,797,037
Variable Portfolio – Pyramis ^® International Equity Fund		10,040,199	(c)	116,165,107

Total				594,718,069


U.S. Large Cap (42.2%)
RiverSource Variable Portfolio – Diversified Equity Income Fund		12,603,285	(b,c)	166,237,333
Variable Portfolio – American Century Growth Fund		17,243,405	(b,c)	195,367,784
Variable Portfolio – Columbia Wanger U.S. Equities Fund		6,860,293	(b,c)	81,431,673
Variable Portfolio – Davis New York Venture Fund		14,424,818	(b,c)	144,248,178
Variable Portfolio – Marsico Growth Fund		14,432,484	(b,c)	174,055,751
Variable Portfolio – MFS Value Fund		15,290,992	(b,c)	164,531,075
Variable Portfolio – NFJ Dividend Value Fund		14,826,847	(b,c)	166,950,301
Variable Portfolio – Nuveen Winslow Large Cap Growth Fund		11,504,881	(b,c)	131,385,739

Total				1,224,207,834


U.S. Mid Cap (9.6%)
RiverSource Variable Portfolio – Mid Cap Value Fund		7,438,751	(b,c)	81,528,708
Variable Portfolio – Goldman Sachs Mid Cap Value Fund		8,969,971	(b,c)	100,284,279
Variable Portfolio – Jennison Mid Cap Growth Fund		8,569,605	(b,c)	97,350,714

Total				279,163,701


U.S. Small Cap (6.5%)
Variable Portfolio – Partners Small Cap Growth Fund		5,408,283	(b,c)	63,655,487
Variable Portfolio – Partners Small Cap Value Fund		8,258,728	(b,c)	126,193,361

Total				189,848,848


Total Equity Funds
(Cost: $1,942,421,885)				$2,317,218,169




Fixed Income Funds (20.2%)
	Shares			Value(a)

Floating Rate (2.0%)
Variable Portfolio – Eaton Vance Floating-Rate Income Fund		5,960,171	(b,c)	$59,124,897


Global Bond (2.0%)
RiverSource Variable Portfolio – Global Bond Fund		5,005,779		58,567,620


Inflation Protected Securities (3.6%)
RiverSource Variable Portfolio – Global Inflation Protected Securities Fund		10,788,291		102,920,296


Investment Grade (10.6%)
RiverSource Variable Portfolio – Diversified Bond Fund		4,662,679		51,289,471
RiverSource Variable Portfolio – Limited Duration Bond Fund		7,344,720	(b)	75,430,274
RiverSource Variable Portfolio – Short Duration U.S. Government Fund		2,373,390		24,635,793
Variable Portfolio – American Century Diversified Bond Fund		2,376,667	(b)	24,883,698
Variable Portfolio – J.P. Morgan Core Bond Fund		2,383,818	(b)	24,767,867
Variable Portfolio – PIMCO Mortgage-Backed Securities Fund		2,821,555	(b)	29,259,527
Variable Portfolio – Wells Fargo Short Duration Government Fund		7,388,262	(b)	75,286,388

Total				305,553,018


Multisector (2.0%)
RiverSource Variable Portfolio – Strategic Income Fund		5,575,557	(b,c)	59,212,417


Total Fixed Income Funds
(Cost: $574,901,675)				$585,378,248




Cash Equivalents (—%)
	Shares			Value(a)

Money Market
Columbia Short-Term Cash Fund, 0.229%		2		$2
RiverSource Variable Portfolio – Cash Management Fund, 0.011%		6		6


Total Cash Equivalents
(Cost: $8)				$8


Total Investments in Affiliated Funds
(Cost: $2,517,323,568)				$2,902,596,425

Notes to Investments in Affiliated Funds


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Investments in Underlying Affiliated Funds which exceed 5% of the underlying fund’s shares outstanding — See Note 6 to the financial statements.

44 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Variable Portfolio — Aggressive Portfolio

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (to include NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:

Fair value at Dec. 31, 2010

Level 1

Level 2

quoted prices

other

Level 3

in active

significant

markets for

observable

unobservable

Description

identical assets(a)

inputs

Total

Investments in Affiliated Funds

$2,902,596,425

$—

$2,902,596,425


(a)		There were no significant transfers between Levels 1 and 2 during the period.

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 45

Statements of Assets and Liabilities


			Variable Portfolio —
	Variable Portfolio —		Moderately		Variable Portfolio —
	Conservative		Conservative		Moderate
Dec. 31, 2010	Portfolio		Portfolio		Portfolio
Assets
Investments in affiliated funds, at value
(identified cost $1,986,140,025, $4,407,577,340 and $16,099,940,931)	$	2,077,978,751	$	4,734,784,631	$	17,710,780,402
Capital shares receivable		894,668		902,272		4,865,393
Dividends receivable from affiliated funds		34		24		—
Receivable for affiliated investments sold		3,192,524		3,976,084		15,367,074
Receivable from Investment Manager		171,495		449,386		1,797,146

Total assets		2,082,237,472		4,740,112,397		17,732,810,015

Liabilities
Capital shares payable		3,624,353		3,883,681		16,939,563
Accrued distribution fees		445,044		998,626		3,699,675
Accrued administrative services fees		35,601		79,884		295,950
Other accrued expenses		46,206		28,565		68,585

Total liabilities		4,151,204		4,990,756		21,003,773

Net assets applicable to outstanding shares	$	2,078,086,268	$	4,735,121,641	$	17,711,806,242


Net assets applicable to outstanding shares:	Class 2	$	237,556,204	$	639,225,853	$	2,208,756,602
	Class 4	$	1,840,530,064	$	4,095,895,788	$	15,503,049,640
Outstanding shares of beneficial interest:	Class 2		22,570,740		59,363,553		200,678,873
	Class 4		174,986,423		379,847,952		1,407,612,023
Net asset value per share:	Class 2	$	10.52	$	10.77	$	11.01
	Class 4	$	10.52	$	10.78	$	11.01

The accompanying Notes to Financial Statements are an integral part of this statement.

46 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT


	Variable Portfolio —
	Moderately		Variable Portfolio —
	Aggressive		Aggressive
Dec. 31, 2010	Portfolio		Portfolio
Assets
Investments in affiliated funds, at value
(identified cost $10,001,769,644 and $2,517,323,568)	$	11,251,174,058	$	2,902,596,425
Capital shares receivable		6,230,666		766,456
Receivable for affiliated investments sold		4,412,720		777,449
Receivable from Investment Manager		1,047,297		280,289

Total assets		11,262,864,741		2,904,420,619

Liabilities
Capital shares payable		8,525,310		1,062,242
Accrued distribution fees		2,338,751		601,327
Accrued administrative services fees		187,085		48,102
Other accrued expenses		51,510		32,736

Total liabilities		11,102,656		1,744,407

Net assets applicable to outstanding shares	$	11,251,762,085	$	2,902,676,212


Net assets applicable to outstanding shares:	Class 2	$	1,310,385,343	$	284,243,060
	Class 4	$	9,941,376,742	$	2,618,433,152
Outstanding shares of beneficial interest:	Class 2		117,123,829		25,184,098
	Class 4		887,739,769		231,875,487
Net asset value per share:	Class 2	$	11.19	$	11.29
	Class 4	$	11.20	$	11.29

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 47

Statements of Operations


				Variable Portfolio —
	Variable Portfolio —			Moderately			Variable Portfolio —
	Conservative			Conservative			Moderate
For the period from May 7, 2010 ^(a) to Dec. 31, 2010	Portfolio			Portfolio			Portfolio
Investment income
Income:
Dividend distributions from underlying affiliated funds	$	24,044,212		$	43,275,194		$	159,897,375

Expenses:
Distribution fees
Class 2		187,275			469,340			1,530,437
Class 4		2,865,302			6,099,761			22,687,120
Administrative services fees		244,187			525,486			1,937,249
Custodian fees		12,662			13,448			13,548
Printing and postage		28,317			16,367			87,365
Professional fees		25,636			25,636			25,340
Other		1,956			1,955			2,037

Total expenses		3,365,335			7,151,993			26,283,096
Expenses waived/reimbursed by the Investment Manager and its affiliates		(611,733	)		(1,530,139	)		(6,958,817	)

Total net expenses		2,753,602			5,621,854			19,324,279

Investment income (loss) — net		21,290,610			37,653,340			140,573,096

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Sales of underlying affiliated funds		6,793,664			(1,145,796	)		(25,967,899	)
Capital gain distributions from underlying affiliated funds		243,310			525,652			1,807,526

Net realized gain (loss) on affiliated investments		7,036,974			(620,144	)		(24,160,373	)
Net change in unrealized appreciation (depreciation) on affiliated investments		91,838,798			327,207,301			1,610,839,481

Net gain (loss) on investments		98,875,772			326,587,157			1,586,679,108

Net increase (decrease) in net assets resulting from operations	$	120,166,382		$	364,240,497		$	1,727,252,204


^(a)		When shares became available.

The accompanying Notes to Financial Statements are an integral part of this statement.

48 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT


	Variable Portfolio —
	Moderately			Variable Portfolio —
	Aggressive			Aggressive
For the period from May 7, 2010 ^(a) to Dec. 31, 2010	Portfolio			Portfolio
Investment income
Income:
Dividend distributions from underlying affiliated funds	$	80,882,314		$	9,681,704

Expenses:
Distribution fees
Class 2		900,446			187,106
Class 4		14,373,178			3,726,765
Administrative services fees		1,221,792			313,085
Custodian fees		13,362			12,662
Printing and postage		52,836			15,568
Professional fees		25,636			25,636
Other		1,955			1,956

Total expenses		16,589,205			4,282,778
Expenses waived/reimbursed by the Investment Manager and its affiliates		(4,421,118	)		(1,561,648	)

Total net expenses		12,168,087			2,721,130

Investment income (loss) — net		68,714,227			6,960,574

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Sales of underlying affiliated funds		(22,157,277	)		(6,054,484	)
Capital gain distributions from underlying affiliated funds		797,404			163,520

Net realized gain (loss) on affiliated investments		(21,359,873	)		(5,890,964	)
Net change in unrealized appreciation (depreciation) on affiliated investments		1,249,404,424			385,272,873

Net gain (loss) on investments		1,228,044,551			379,381,909

Net increase (decrease) in net assets resulting from operations	$	1,296,758,778		$	386,342,483


^(a)		When shares became available.

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 49

Statements of Changes in Net Assets


				Variable Portfolio —
	Variable Portfolio —			Moderately			Variable Portfolio —
	Conservative			Conservative			Moderate
For the period from May 7, 2010 ^(a) to Dec. 31, 2010	Portfolio			Portfolio			Portfolio
Operations
Investment income (loss) — net	$	21,290,610		$	37,653,340		$	140,573,096
Net realized gain (loss) on affiliated investments		7,036,974			(620,144	)		(24,160,373	)
Net change in unrealized appreciation (depreciation) on affiliated investments		91,838,798			327,207,301			1,610,839,481

Net increase (decrease) in net assets resulting from operations		120,166,382			364,240,497			1,727,252,204

Share transactions
Proceeds from sales
Class 2 shares		234,214,876			614,342,216			2,083,627,737
Class 4 shares		1,909,309,669			3,945,746,679			14,424,675,804
Payments for redemptions
Class 2 shares		(3,834,394	)		(3,348,448	)		(2,435,738	)
Class 4 shares		(181,825,535	)		(185,867,432	)		(521,321,894	)

Increase (decrease) in net assets from share transactions		1,957,864,616			4,370,873,015			15,984,545,909

Total increase (decrease) in net assets		2,078,030,998			4,735,113,512			17,711,798,113
Net assets at beginning of year		55,270	^(b)		8,129	^(c)		8,129	^(d)

Net assets at end of year	$	2,078,086,268		$	4,735,121,641		$	17,711,806,242


^(a)		When shares became available.
^(b)		Initial capital of $5,000 for Class 2 was contributed on April 20, 2010. Initial capital of $50,000 and $640 for Class 4 was contributed on April 20, 2010 and May 3, 2010, respectively. The Fund had a decrease in net assets resulting from operations of $370 during the period from April 20, 2010 to May 7, 2010 (when shares became available).
^(c)		Initial capital of $5,000 for Class 2 was contributed on April 20, 2010. Initial capital of $2,500 and $640 for Class 4 was contributed on April 20, 2010 and May 3, 2010, respectively. The Fund had a decrease in net assets resulting from operations of $11 during the period from April 20, 2010 to May 7, 2010 (when shares became available).
^(d)		Initial capital of $5,000 for Class 2 was contributed on April 20, 2010. Initial capital of $2,500 and $640 for Class 4 was contributed on April 20, 2010 and May 3, 2010, respectively. The Fund had a decrease in net assets resulting from operations of $11 during the period from April 20, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

50 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT


	Variable Portfolio —
	Moderately			Variable Portfolio —
	Aggressive			Aggressive
For the period from May 7, 2010 ^(a) to Dec. 31, 2010	Portfolio			Portfolio
Operations
Investment income (loss) — net	$	68,714,227		$	6,960,574
Net realized gain (loss) on affiliated investments		(21,359,873	)		(5,890,964	)
Net change in unrealized appreciation (depreciation) on affiliated investments		1,249,404,424			385,272,873

Net increase (decrease) in net assets resulting from operations		1,296,758,778			386,342,483

Share transactions
Proceeds from sales
Class 2 shares		1,217,043,991			262,183,029
Class 4 shares		9,183,910,473			2,396,617,168
Payments for redemptions
Class 2 shares		(1,563,096	)		(1,329,917	)
Class 4 shares		(444,396,190	)		(141,191,667	)

Increase (decrease) in net assets from share transactions		9,954,995,178			2,516,278,613

Total increase (decrease) in net assets		11,251,753,956			2,902,621,096
Net assets at beginning of year		8,129	^(b)		55,116	^(c)

Net assets at end of year	$	11,251,762,085		$	2,902,676,212


^(a)		When shares became available.
^(b)		Initial capital of $5,000 for Class 2 was contributed on April 20, 2010. Initial capital of $2,500 and $640 for Class 4 was contributed on April 20, 2010 and May 3, 2010, respectively. The Fund had a decrease in net assets resulting from operations of $11 during the period from April 20, 2010 to May 7, 2010 (when shares became available).
^(c)		Initial capital of $5,000 for Class 2 was contributed on April 20, 2010. Initial capital of $50,000 and $640 for Class 4 was contributed on April 20, 2010 and May 3, 2010, respectively. The Fund had a decrease in net assets resulting from operations of $524 during the period from April 20, 2010 to May 7, 2010 (when shares became available).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 51

Financial Highlights

The following tables are intended to help you understand each Fund’s financial performance. Certain information reflects financial results for a single share of a class held for the period shown. Per share net investment income (loss) amounts are calculated based on average shares outstanding during the period. Total returns assume reinvestment of all dividends and distributions. Total returns do not reflect payment of the expenses that apply to the variable accounts or contract charges, if any, and are not annualized for periods of less than one year.

Variable Portfolio — Conservative Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.93

Income from investment operations:
Net investment income (loss)		.04
Net gains (losses) (both realized and unrealized)		.55

Total from investment operations		.59

Net asset value, end of period		$10.52

Total return		5.94%

Ratios to average net assets ^(b)
Total expenses		.28%	^(c)

Net investment income (loss)		.55%	^(c)

Supplemental data
Net assets, end of period (in millions)		$238

Portfolio turnover rate		28%


	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.93

Income from investment operations:
Net investment income (loss)		.12
Net gains (losses) (both realized and unrealized)		.47

Total from investment operations		.59

Net asset value, end of period		$10.52

Total return		5.94%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.28%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.22%	^(c)

Net investment income (loss)		1.84%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,840

Portfolio turnover rate		28%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

52 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Variable Portfolio — Moderately Conservative Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		.75

Total from investment operations		.78

Net asset value, end of period		$10.77

Total return		7.81%

Ratios to average net assets ^(b)
Total expenses		.27%	^(c)

Net investment income (loss)		.43%	^(c)

Supplemental data
Net assets, end of period (in millions)		$639

Portfolio turnover rate		29%


	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.10
Net gains (losses) (both realized and unrealized)		.69

Total from investment operations		.79

Net asset value, end of period		$10.78

Total return		7.91%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.28%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.21%	^(c)

Net investment income (loss)		1.52%	^(c)

Supplemental data
Net assets, end of period (in millions)		$4,096

Portfolio turnover rate		29%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 53

Financial Highlights (continued)

Variable Portfolio — Moderate Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		.99

Total from investment operations		1.02

Net asset value, end of period		$11.01

Total return		10.21%

Ratios to average net assets ^(b)
Total expenses		.27%	^(c)

Net investment income (loss)		.46%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2,209

Portfolio turnover rate		20%


	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.10
Net gains (losses) (both realized and unrealized)		.92

Total from investment operations		1.02

Net asset value, end of period		$11.01

Total return		10.21%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.27%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.20%	^(c)

Net investment income (loss)		1.53%	^(c)

Supplemental data
Net assets, end of period (in millions)		$15,503

Portfolio turnover rate		20%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

54 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Variable Portfolio — Moderately Aggressive Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		1.17

Total from investment operations		1.20

Net asset value, end of period		$11.19

Total return		12.01%

Ratios to average net assets ^(b)
Total expenses		.27%	^(c)

Net investment income (loss)		.43%	^(c)

Supplemental data
Net assets, end of period (in millions)		$1,310

Portfolio turnover rate		18%


	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.99

Income from investment operations:
Net investment income (loss)		.08
Net gains (losses) (both realized and unrealized)		1.13

Total from investment operations		1.21

Net asset value, end of period		$11.20

Total return		12.11%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.27%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.20%	^(c)

Net investment income (loss)		1.18%	^(c)

Supplemental data
Net assets, end of period (in millions)		$9,941

Portfolio turnover rate		18%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 55

Financial Highlights (continued)

Variable Portfolio — Aggressive Portfolio


	Year ended
Class 2	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.90

Income from investment operations:
Net investment income (loss)		.01
Net gains (losses) (both realized and unrealized)		1.38

Total from investment operations		1.39

Net asset value, end of period		$11.29

Total return		14.04%

Ratios to average net assets ^(b)
Total expenses		.27%	^(c)

Net investment income (loss)		.19%	^(c)

Supplemental data
Net assets, end of period (in millions)		$284

Portfolio turnover rate		20%


	Year ended
Class 4	Dec. 31,
Per share data	2010 ^(a)
Net asset value, beginning of period		$9.90

Income from investment operations:
Net investment income (loss)		.03
Net gains (losses) (both realized and unrealized)		1.36

Total from investment operations		1.39

Net asset value, end of period		$11.29

Total return		14.04%

Ratios to average net assets ^(b)
Gross expenses prior to expense waiver/reimbursement		.28%	^(c)

Net expenses after expense waiver/reimbursement ^(d)		.17%	^(c)

Net investment income (loss)		.46%	^(c)

Supplemental data
Net assets, end of period (in millions)		$2,618

Portfolio turnover rate		20%

Notes to Financial Highlights


^(a)		For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010.
^(b)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(c)		Annualized.
^(d)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (including fees and expenses of underlying funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

56 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Notes to Financial Statements


1.	ORGANIZATION

Each Fund is a “fund-of-funds” and invests in a combination of underlying affiliated funds* for which Columbia Management Investment Advisers, LLC (Columbia Management) or an affiliate acts as investment manager or principal underwriter. Columbia Management is the Investment Manager for the Funds.

At Dec. 31, 2010, the Investment Manager and/or affiliates owned 100% of Class 2 and Class 4 shares of each Fund.

Both classes of shares have identical voting, dividend and liquidation rights. Each class has separate class specific expenses. Income, expenses (other than class specific expenses) and realized and unrealized gains or losses on investments are allocated to each class of shares based upon its relative net assets.


*		For information on the goals, investment strategies and risks of the underlying funds please refer to Appendix A and B in the Funds’ most recent prospectus.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

Valuation of securities

Investments in the underlying funds are valued at their net asset value at the close of each business day.

Guarantees and indemnifications

Federal taxes

Each Fund is treated as a partnership for federal income tax purposes, and does not expect to make regular distributions. The Funds will not be subject to federal income tax, and therefore, there is no provision for federal income taxes. The partners of each Fund are subject to tax on their distributive share of the Fund’s income and losses. The components of each Fund’s net assets are reported at the partner level for tax purposes, and therefore, are not presented in the Statements of Assets and Liabilities. For the year ended Dec. 31, 2010, there were no distributions.

Other

Security transactions, normally shares of the underlying funds, are accounted for as of trade date. Income and capital gain distributions from the underlying funds, if any, are recorded on the ex-dividend date.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 57

Notes to Financial Statements (continued)


3.	EXPENSES

Management fees and underlying fund fees

The Funds do not pay the Investment Manager a direct management fee for managing its assets. In addition to the fees and expenses which each Fund bears directly, each Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds (also referred to as “acquired funds”) in which a Fund invests. Because the underlying funds have varied expense and fee levels and each Fund may own different proportions of underlying funds at different times, the amount of fees and expenses incurred indirectly by each Fund will vary.

Administrative services fees

Under an Administrative Services Agreement, each Fund pays the Fund Administrator, an annual fee for administration and accounting services equal to 0.02% of each Fund’s average daily net assets. Prior to Jan. 1, 2011, Ameriprise Financial, Inc. served as the Fund Administrator. Since Jan. 1, 2011, Columbia Management Investment Advisers, LLC has served as the Fund Administrator.

Compensation to board members

Compensation to the Board of Trustees (the Board) members and certain other core expenses are paid directly by the underlying funds in which each Fund invests.

Distribution fees

The Funds have an agreement with Columbia Management Investment Distributors, Inc. (the Distributor) for distribution services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, each Fund pays the Distributor a fee at an annual rate of up to 0.25% of each Fund’s average daily net assets attributable to Class 2 and Class 4 shares.

Expenses waived/reimbursed by the Investment Manager and its affiliates

The Investment Manager and its affiliates have contractually agreed to waive certain fees and reimburse certain expenses for Class 2 and Class 4 shares until April 30, 2011, unless sooner terminated at the sole discretion of the Board. Any amounts waived will not be reimbursed by the Funds. Under this agreement, net expenses (excluding fees and expenses of underlying funds) will not exceed 0.32% of the Class 2 and Class 4 shares’ average daily net assets.

Under this agreement, net expenses (including fees and expenses of underlying funds) will not exceed the amounts shown below for Class 4 shares through April 30, 2012:


	Net expenses
	(including underlying
Fund	fund fees and expenses)
Conservative Portfolio		0.86	%
Moderately Conservative Portfolio		0.90
Moderate Portfolio		0.94
Moderately Aggressive Portfolio		0.98
Aggressive Portfolio		0.99

For the year ended Dec. 31, 2010, the actual fees and expenses ratios were as follows for Class 4 shares:


				Acquired fund fees			Total
Fund	Annualized expenses			and expenses			expenses
Conservative Portfolio		0.28	%		0.64	%		0.92	%
Moderately Conservative Portfolio		0.28			0.69			0.97
Moderate Portfolio		0.27			0.74			1.01
Moderately Aggressive Portfolio		0.27			0.78			1.05
Aggressive Portfolio		0.28			0.82			1.10

For the year ended Dec. 31, 2010, the Investment Manager and its affiliates waived/reimbursed certain fees and expenses such that net expenses for Class 4 (excluding fees and expenses of underlying funds) were as presented in the table below. The net expenses ratios in the table below reflect fee waivers/reimbursements related to the indirect expenses.

58 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT


				Fee waiver/expense
Fund	Annualized expenses			reimbursement			Net expenses
Conservative Portfolio		0.28	%		(0.06	)%		0.22	%
Moderately Conservative Portfolio		0.28			(0.07	)		0.21
Moderate Portfolio		0.27			(0.07	)		0.20
Moderately Aggressive Portfolio		0.27			(0.07	)		0.20
Aggressive Portfolio		0.28			(0.11	)		0.17


4.	SECURITIES TRANSACTIONS

For the period from May 7, 2010 (when shares became available) to Dec. 31, 2010, cost of purchases and proceeds from sales of investments in underlying affiliated funds aggregated for each Fund were as follows:


Fund	Purchases		Proceeds
Conservative Portfolio	$	2,517,187,219	$	537,891,498
Moderately Conservative Portfolio		5,626,238,860		1,217,523,864
Moderate Portfolio		19,237,216,006		3,111,315,315
Moderately Aggressive Portfolio		11,791,211,617		1,767,292,836
Aggressive Portfolio		3,024,407,480		501,050,071

Realized gains and losses are determined on an identified cost basis.


5.	SHARE TRANSACTIONS

Transactions in shares for the period from May 7, 2010 (when shares became available) to Dec. 31, 2010 were as follows for each Fund:


	Conservative			Moderately			Moderate			Moderately			Aggressive
	Portfolio			Conservative Portfolio			Portfolio			Aggressive Portfolio			Portfolio
Class 2
Sold		22,940,148			59,685,478			200,919,511			117,278,065			25,311,959
Redeemed		(369,908	)		(322,425	)		(241,138	)		(154,736	)		(128,361	)

Net increase (decrease)		22,570,240			59,363,053			200,678,373			117,123,329			25,183,598

Class 4
Sold		192,541,466			397,568,845			1,457,822,893			931,084,653			245,813,236
Redeemed		(17,560,107	)		(17,721,207	)		(50,211,184	)		(43,345,198	)		(13,942,814	)

Net increase (decrease)		174,981,359			379,847,638			1,407,611,709			887,739,455			231,870,422


6.	INVESTMENTS IN UNDERLYING AFFILIATED FUNDS

The Funds do not invest in the underlying funds for the purpose of exercising management or control. At Dec. 31, 2010, each Fund held the following positions, which exceed 5% of the underlying fund’s shares outstanding:

Conservative Portfolio


Underlying fund	Percent of shares held
RiverSource VP — Cash Management Fund		14.76	%
VP — J.P. Morgan Core Bond Fund		12.51
VP — American Century Diversified Bond Fund		12.03
VP — Eaton Vance Floating-Rate Income Fund		10.38
RiverSource VP — Limited Duration Bond Fund		7.93
VP — PIMCO Mortgage-Backed Securities Fund		7.69
VP — Wells Fargo Short Duration Government Fund		7.30
RiverSource VP — Short Duration U.S. Government Fund		6.33
RiverSource VP — Diversified Bond Fund		6.25
RiverSource VP — Global Inflation Protected Securities Fund		5.75

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 59

Notes to Financial Statements (continued)

Moderately Conservative Portfolio


Underlying fund	Percent of shares held
VP — PIMCO Mortgage-Backed Securities Fund		21.19	%
VP — American Century Diversified Bond Fund		20.69
VP — J.P. Morgan Core Bond Fund		20.45
RiverSource VP — Limited Duration Bond Fund		18.07
VP — Wells Fargo Short Duration Government Fund		17.61
RiverSource VP — Global Inflation Protected Securities Fund		12.71
RiverSource VP — Short Duration U.S. Government Fund		12.00
VP — Eaton Vance Floating-Rate Income Fund		11.15
VP — Mondrian International Small Cap Fund		11.06
RiverSource VP — Cash Management Fund		10.56
RiverSource VP — Diversified Bond Fund		10.55
VP — Jennison Mid Cap Growth Fund		10.47
VP — Morgan Stanley Global Real Estate Fund		9.68
VP — Columbia Wanger International Equities Fund		8.99
VP — MFS Value Fund		8.94
VP — NFJ Dividend Value Fund		8.87
VP — Pyramis ^® International Equity Fund		8.50
VP — Invesco International Growth Fund		8.30
VP — Columbia Wanger U.S. Equities Fund		8.23
VP — Partners Small Cap Growth Fund		8.13
VP — Marsico Growth Fund		8.01
VP — American Century Growth Fund		8.00
VP — Nuveen Winslow Large Cap Growth Fund		7.98
VP — AllianceBernstein International Value Fund		7.95
VP — Goldman Sachs Mid Cap Value Fund		7.84
VP — Davis New York Venture Fund		7.66
RiverSource VP — Mid Cap Value Fund		6.89
VP — Partners Small Cap Value Fund		6.36
RiverSource VP — Global Bond Fund		6.36
RiverSource VP — Income Opportunities Fund		6.15

60 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Moderate Portfolio


Underlying fund	Percent of shares held
RiverSource VP — Strategic Income Fund		57.95	%
VP — J.P. Morgan Core Bond Fund		54.10
VP — American Century Diversified Bond Fund		50.36
RiverSource VP — Limited Duration Bond Fund		48.96
VP — Morgan Stanley Global Real Estate Fund		48.14
VP — PIMCO Mortgage-Backed Securities Fund		47.89
RiverSource VP — Income Opportunities Fund		46.81
VP — Columbia Wanger International Equities Fund		46.42
VP — Goldman Sachs Mid Cap Value Fund		45.51
RiverSource VP — Global Inflation Protected Securities Fund		44.59
VP — MFS Value Fund		43.68
VP — Mondrian International Small Cap Fund		43.62
VP — NFJ Dividend Value Fund		43.62
VP — Wells Fargo Short Duration Government Fund		43.47
VP — Invesco International Growth Fund		43.35
VP — American Century Growth Fund		43.25
VP — Marsico Growth Fund		43.25
VP — AllianceBernstein International Value Fund		43.21
VP — Nuveen Winslow Large Cap Growth Fund		43.16
VP — Jennison Mid Cap Growth Fund		43.05
VP — Eaton Vance Floating-Rate Income Fund		42.90
VP — Davis New York Venture Fund		41.10
VP — Columbia Wanger U.S. Equities Fund		39.91
VP — Pyramis ^® International Equity Fund		39.31
RiverSource VP — Mid Cap Value Fund		37.97
VP — Partners Small Cap Value Fund		35.64
VP — Partners Small Cap Growth Fund		35.56
RiverSource VP — Global Bond Fund		32.66
RiverSource VP — Short Duration U.S. Government Fund		26.27
RiverSource VP — Diversified Bond Fund		25.16
Threadneedle VP — Emerging Markets Fund		22.00
RiverSource VP — Diversified Equity Income Fund		21.49

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 61

Notes to Financial Statements (continued)

Moderately Aggressive Portfolio


Underlying fund	Percent of shares held
VP — Partners Small Cap Growth Fund		41.50	%
VP — Pyramis ^® International Equity Fund		38.57
VP — Columbia Wanger U.S. Equities Fund		37.32
VP — Nuveen Winslow Large Cap Growth Fund		35.83
VP — American Century Growth Fund		35.76
VP — Marsico Growth Fund		35.76
VP — Invesco International Growth Fund		35.71
VP — AllianceBernstein International Value Fund		35.41
VP — NFJ Dividend Value Fund		34.54
VP — MFS Value Fund		34.47
VP — Davis New York Venture Fund		33.85
VP — Jennison Mid Cap Growth Fund		32.04
VP — Mondrian International Small Cap Fund		31.53
VP — Columbia Wanger International Equities Fund		31.52
VP — Morgan Stanley Global Real Estate Fund		31.38
VP — Goldman Sachs Mid Cap Value Fund		30.25
RiverSource VP — Mid Cap Value Fund		29.66
VP — Partners Small Cap Value Fund		28.04
VP — Eaton Vance Floating-Rate Income Fund		27.82
VP — Wells Fargo Short Duration Government Fund		26.82
RiverSource VP — Strategic Income Fund		25.40
RiverSource VP — Limited Duration Bond Fund		21.82
RiverSource VP — Global Bond Fund		20.99
VP — PIMCO Mortgage-Backed Securities Fund		20.51
RiverSource VP — Income Opportunities Fund		20.26
RiverSource VP — Global Inflation Protected Securities Fund		19.83
RiverSource VP — Diversified Equity Income Fund		17.36
RiverSource VP — Short Duration U.S. Government Fund		16.85
Threadneedle VP — Emerging Markets Fund		16.75
VP — American Century Diversified Bond Fund		15.64
RiverSource VP — Diversified Bond Fund		13.19
VP — J.P. Morgan Core Bond Fund		11.50

62 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Aggressive Portfolio


Underlying fund	Percent of shares held
VP — Partners Small Cap Growth Fund		13.04	%
VP — Columbia Wanger U.S. Equities Fund		12.30
VP — Columbia Wanger International Equities Fund		11.65
VP — AllianceBernstein International Value Fund		11.58
VP — Jennison Mid Cap Growth Fund		11.58
VP — Pyramis ^® International Equity Fund		11.40
VP — Mondrian International Small Cap Fund		11.19
VP — Goldman Sachs Mid Cap Value Fund		11.08
VP — Invesco International Growth Fund		11.04
VP — Nuveen Winslow Large Cap Growth Fund		11.00
VP — American Century Growth Fund		10.96
VP — Marsico Growth Fund		10.93
VP — NFJ Dividend Value Fund		10.80
VP — MFS Value Fund		10.72
VP — Davis New York Venture Fund		10.09
RiverSource VP — Mid Cap Value Fund		9.47
VP — Partners Small Cap Value Fund		8.66
VP — Morgan Stanley Global Real Estate Fund		7.91
VP — Eaton Vance Floating-Rate Income Fund		7.53
RiverSource VP — Strategic Income Fund		6.83
Threadneedle VP — Emerging Markets Fund		5.62
RiverSource VP — Diversified Equity Income Fund		5.30

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


7.	SUBSEQUENT EVENTS


8.	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 legacy 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 August 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 (the Supreme Court), asking the Supreme Court to stay the District Court proceedings while the 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 issued its ruling in Jones v. Harris Associates, and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded the case to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates. On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, plaintiffs filed a notice of appeal to the Eighth Circuit.

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 63

Notes to Financial Statements (continued)

64 VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
Variable Portfolio — Conservative Portfolio, Variable Portfolio — Moderately Conservative Portfolio, Variable Portfolio — Moderate Portfolio, Variable Portfolio — Moderately Aggressive Portfolio, Variable Portfolio — Aggressive Portfolio:

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments in affiliated funds, of Variable Portfolio — Conservative Portfolio, Variable Portfolio — Moderately Conservative Portfolio, Variable Portfolio — Moderate Portfolio, Variable Portfolio — Moderately Aggressive Portfolio, and Variable Portfolio — Aggressive Portfolio (the Funds) (five of the portfolios constituting the RiverSource Variable Series Trust) as of December 31, 2010, and the related statements of operations, changes in net assets, and financial highlights for the period from May 7, 2010 (date shares became available) to December 31, 2010. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Funds’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds listed above constituting portfolios within RiverSource Variable Series Trust at December 31, 2010, the results of their operations, changes in their net assets, and the financial highlights for the period from May 7, 2010 (date shares became available) to December 31, 2010, in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota

February 23, 2011

VARIABLE PORTFOLIOS — 2010 ANNUAL REPORT 65

Portfolio of Investments

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (98.8%)
Issuer	Shares			Value(a)

Aerospace & Defense (3.6%)
General Dynamics Corp.		12,988	(e)	$921,628
Lockheed Martin Corp.		11,382	(e)	795,716
Northrop Grumman Corp.		10,300		667,234
Raytheon Co.		56,370		2,612,186
United Technologies Corp.		22,710		1,787,731

Total				6,784,495


Air Freight & Logistics (0.6%)
United Parcel Service, Inc., Class B		16,500		1,197,570


Automobiles (1.2%)
Ford Motor Co.		132,037	(b,e)	2,216,901


Beverages (0.4%)
The Coca-Cola Co.		11,781		774,836


Biotechnology (3.3%)
Biogen Idec, Inc.		47,200	(b,e)	3,164,760
Cephalon, Inc.		2,256	(b,e)	139,240
Gilead Sciences, Inc.		80,400	(b)	2,913,696

Total				6,217,696


Capital Markets (2.5%)
Franklin Resources, Inc.		27,500		3,058,275
SEI Investments Co.		8,200	(e)	195,078
The Goldman Sachs Group, Inc.		8,900		1,496,624

Total				4,749,977


Chemicals (2.0%)
Eastman Chemical Co.		3,576		300,670
Lubrizol Corp.		31,700		3,388,096

Total				3,688,766


Commercial Banks (0.2%)
KeyCorp		32,500		287,625


Commercial Services & Supplies (1.4%)
Pitney Bowes, Inc.		7,708	(e)	186,379
RR Donnelley & Sons Co.		140,383		2,452,491

Total				2,638,870


Computers & Peripherals (7.0%)
Apple, Inc.		24,468	(b)	7,892,398
Dell, Inc.		11,900	(b,e)	161,245
Hewlett-Packard Co.		20,100	(e)	846,210
Lexmark International, Inc., Class A		23,000	(b)	800,860
SanDisk Corp.		65,200	(b,e)	3,250,872

Total				12,951,585


Consumer Finance (3.0%)
Capital One Financial Corp.		51,362		2,185,967
Discover Financial Services		185,997		3,446,524

Total				5,632,491


Diversified Financial Services (4.2%)
Citigroup, Inc.		395,752	(b)	1,871,907
JPMorgan Chase & Co.		138,200		5,862,444

Total				7,734,351


Diversified Telecommunication Services (3.5%)
AT&T, Inc.		77,249		2,269,576
Qwest Communications International, Inc.		46,500		353,865
Verizon Communications, Inc.		109,656		3,923,491

Total				6,546,932


Electric Utilities (1.8%)
Exelon Corp.		78,575	(e)	3,271,863


Electrical Equipment (0.8%)
Emerson Electric Co.		25,145		1,437,540


Energy Equipment & Services (2.0%)
National Oilwell Varco, Inc.		56,583		3,805,207

See accompanying Notes to Portfolio of Investments.

12 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT


Common Stocks (continued)
Issuer	Shares			Value(a)

Food & Staples Retailing (2.5%)
Wal-Mart Stores, Inc.		85,301		$4,600,283


Food Products (1.0%)
The Hershey Co.		40,600		1,914,290


Health Care Providers & Services (2.1%)
Humana, Inc.		5,609	(b)	307,037
UnitedHealth Group, Inc.		97,482		3,520,075

Total				3,827,112


Household Products (0.7%)
The Procter & Gamble Co.		21,600		1,389,528


Industrial Conglomerates (3.0%)
3M Co.		6,470		558,361
General Electric Co.		272,219		4,978,886

Total				5,537,247


Insurance (4.0%)
Aflac, Inc.		60,244		3,399,569
Hartford Financial Services Group, Inc.		65,011		1,722,141
Reinsurance Group of America, Inc.		22,400		1,203,104
The Allstate Corp.		28,283		901,662
Torchmark Corp.		4,200		250,908

Total				7,477,384


Internet Software & Services (0.4%)
Google, Inc., Class A		1,300	(b)	772,161


IT Services (3.2%)
IBM Corp.		41,200		6,046,512


Media (1.2%)
DIRECTV, Class A		51,700	(b)	2,064,381
Time Warner Cable, Inc.		2,400		158,472

Total				2,222,853


Metals & Mining (1.7%)
Freeport-McMoRan Copper & Gold, Inc.		15,889		1,908,110
Newmont Mining Corp.		21,000		1,290,030

Total				3,198,140


Multiline Retail (1.0%)
Family Dollar Stores, Inc.		9,309	(e)	462,750
Target Corp.		22,400		1,346,912

Total				1,809,662


Multi-Utilities (1.4%)
Public Service Enterprise Group, Inc.		80,900	(e)	2,573,429


Oil, Gas & Consumable Fuels (10.2%)
Apache Corp.		32,379		3,860,548
Chevron Corp.		75,406	(d)	6,880,798
ConocoPhillips		41,953		2,856,999
Devon Energy Corp.		18,300		1,436,733
Exxon Mobil Corp.		50,831		3,716,763
Marathon Oil Corp.		5,997		222,069

Total				18,973,910


Personal Products (1.6%)
Herbalife Ltd.		43,100	(c,e)	2,946,747


Pharmaceuticals (5.6%)
Abbott Laboratories		46,115		2,209,370
Eli Lilly & Co.		95,389		3,342,431
Johnson & Johnson		74,195		4,588,960
Merck & Co., Inc.		9,466		341,155

Total				10,481,916


Professional Services (1.6%)
Dun & Bradstreet Corp.		35,700	(e)	2,930,613


Real Estate Investment Trusts (REITs) (1.2%)
Annaly Capital Management, Inc.		25,661	(e)	459,845
Apartment Investment & Management Co., Class A		23,900		617,576
Simon Property Group, Inc.		12,471		1,240,740

Total				2,318,161


Semiconductors & Semiconductor Equipment (4.6%)
Advanced Micro Devices, Inc.		11,600	(b)	94,888
Intel Corp.		214,800		4,517,244
Texas Instruments, Inc.		121,900		3,961,750

Total				8,573,882

See accompanying Notes to Portfolio of Investments.

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 13

Portfolio of Investments (continued)


Common Stocks (continued)
Issuer	Shares			Value(a)

Software (3.5%)
Microsoft Corp.		235,334		$6,570,525


Specialty Retail (6.7%)
Advance Auto Parts, Inc.		32,400		2,143,260
Aeropostale, Inc.		12,300	(b,e)	303,072
AutoZone, Inc.		11,800	(b,e)	3,216,562
Limited Brands, Inc.		107,784		3,312,202
PetSmart, Inc.		45,000	(e)	1,791,900
Ross Stores, Inc.		26,600	(e)	1,682,450

Total				12,449,446


Textiles, Apparel & Luxury Goods (0.1%)
Coach, Inc.		2,500		138,275


Tobacco (4.0%)
Altria Group, Inc.		64,659		1,591,905
Lorillard, Inc.		13,400	(e)	1,099,604
Philip Morris International, Inc.		81,800		4,787,755

Total				7,479,264


Total Common Stocks
(Cost: $159,678,929)				$184,168,045




Money Market Fund (0.5%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		917,545	(f)	$917,545


Total Money Market Fund
(Cost: $917,545)				$917,545


Investments of Cash Collateral Received
for Securities on Loan (8.7%)
	Effective			Principal
Issuer	yield			amount		Value(a)


Repurchase Agreements(g)
Cantor Fitzgerald & Co. dated 12-31-10, matures 01-03-11, repurchase price
$5,000,167		0.400	%		$5,000,000	$5,000,000
Deutsche Bank AG dated 12-31-10, matures 01-03-11, repurchase price
$3,286,223		0.280			3,286,147	3,286,147
Mizuho Securities USA, Inc. dated 12-31-10, matures 01-03-11, repurchase price
$3,000,125		0.500			3,000,000	3,000,000
Pershing LLC dated 12-31-10, matures 01-03-11, repurchase price
$5,000,188		0.450			5,000,000	5,000,000


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $16,286,147)				$16,286,147


Total Investments in Securities
(Cost: $176,882,621)				$201,371,737

See accompanying Notes to Portfolio of Investments.

14 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Investments in Derivatives

Futures Contracts Outstanding at Dec. 31, 2010

Number of

Unrealized

contracts

Notional

Expiration

appreciation

Contract description

long (short)

market value

date

(depreciation)

S&P 500 Index

$2,506,000

March 2011

$21,847

Notes to Portfolio of Investments


(a)		Securities are valued by using policies described in Note 2 to the financial statements.

(b)		Non-income producing.

(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 1.58% of net assets.

(d)		At Dec. 31, 2010, investments in securities included securities valued at $455,338 that were partially pledged as collateral to cover initial margin deposits on open stock index futures contracts.

(e)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.

(f)		Affiliated Money Market Fund – See Note 8 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.

(g)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The market value of securities held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.


Cantor Fitzgerald & Co. (0.400%)
Security description	Value(a)
Fannie Mae Interest Strip		$160,155
Fannie Mae Pool		437,394
Fannie Mae Principal Strip		5,231
Fannie Mae REMICS		293,198
Federal Farm Credit Bank		272,685
Federal Home Loan Banks		488,537
Federal Home Loan Mortgage Corp		36,653
Federal National Mortgage Association		423,596
FHLMC Structured Pass Through Securities		173,399
Freddie Mac Non Gold Pool		419,859
Freddie Mac Reference REMIC		2,826
Freddie Mac REMICS		257,696
Freddie Mac Strips		75,992
Ginnie Mae I Pool		49,118
Ginnie Mae II Pool		272,271

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 15

Portfolio of Investments (continued)

Notes to Portfolio of Investments (continued)


Cantor Fitzgerald & Co. (0.400%) (continued)
Security description	Value(a)
Government National Mortgage Association		$109,545
United States Treasury Inflation Indexed Bonds		15,057
United States Treasury Note/Bond		1,196,525
United States Treasury Strip Coupon		357,636
United States Treasury Strip Principal		52,627

Total market value of collateral securities		$5,100,000


Deutsche Bank AG (0.280%)
Security description	Value(a)
Freddie Mac REMICS		$1,749,589
Ginnie Mae I Pool		1,602,280

Total market value of collateral securities		$3,351,869


Mizuho Securities USA, Inc. (0.500%)
Security description	Value(a)
Fannie Mae Grantor Trust		$1,482
Fannie Mae Pool		1,244,865
Fannie Mae REMICS		128,471
Fannie Mae Whole Loan		3,490
Federal Farm Credit Bank		1,999
Federal Home Loan Banks		51,871
Federal Home Loan Mortgage Corp		7,989
FHLMC Structured Pass Through Securities		7,567
Freddie Mac Gold Pool		652,303
Freddie Mac Non Gold Pool		77,399
Freddie Mac REMICS		143,820
Ginnie Mae II Pool		105,311
Government National Mortgage Association		195,343
United States Treasury Note/Bond		438,090

Total market value of collateral securities		$3,060,000

16 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Pershing LLC (0.450%)
Security description	Value(a)
Fannie Mae Pool		$2,596,530
Fannie Mae REMICS		585,460
Freddie Mac Gold Pool		222,092
Freddie Mac REMICS		772,736
Ginnie Mae I Pool		197,792
Government National Mortgage Association		725,390

Total market value of collateral securities		$5,100,000

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 17

Portfolio of Investments (continued)

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those investments. However, these may be classified as

18 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Fair Value Measurements (continued)

Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models rely on one or more significant unobservable inputs and/or significant assumptions by the Fund Administrator. Inputs used in valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets(b)		inputs		inputs		Total
Equity Securities
Common Stocks		$184,168,045		$—		$—		$184,168,045

Total Equity Securities		184,168,045		—		—		184,168,045

Other
Affiliated Money Market Fund(c)		917,545		—		—		917,545
Investments of Cash Collateral Received for Securities on Loan		—		16,286,147		—		16,286,147

Total Other		917,545		16,286,147		—		17,203,692

Investments in Securities		185,085,590		16,286,147		—		201,371,737
Derivatives(d)
Assets
Futures Contracts		21,847		—		—		21,847

Total		$185,107,437		$16,286,147		$—		$201,393,584


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

(d)		Derivative instruments are valued at unrealized appreciation (depreciation).

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 19

Portfolio of Investments (continued)

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

20 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Statement of Assets and Liabilities

Dec. 31, 2010


Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $159,678,929)	$	184,168,045
Affiliated money market fund (identified cost $917,545)		917,545
Investments of cash collateral received for securities on loan (identified cost $16,286,147)		16,286,147

Total investments in securities (identified cost $176,882,621)		201,371,737
Dividends and accrued interest receivable		191,129
Receivable for investment securities sold		1,450,241
Receivable from Investment Manager		3,246

Total assets		203,016,353

Liabilities
Capital shares payable		294,491
Payable upon return of securities loaned		16,286,147
Variation margin payable on futures contracts		3,000
Accrued investment management services fees		63,269
Other accrued expenses		47,220

Total liabilities		16,694,127

Net assets applicable to outstanding shares	$	186,322,226

Outstanding shares at beneficial interest		24,357,384

Net asset value per share	$	7.65

*Value of securities on loan	$	15,905,787

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 21

Statement of Operations

Year ended Dec. 31, 2010


Investment income
Income:
Dividends	$	5,112,528
Income distributions from affiliated money market fund		3,472
Income from securities lending — net		27,592

Total income		5,143,592

Expenses:
Investment management services fees		723,479
Compensation of board members		5,134
Custodian fees		31,205
Printing and postage		16,250
Professional fees		30,919
Other		5,369

Total expenses		812,356
Expenses waived/reimbursed by the Investment Manager and its affiliates		(88,754	)

Total net expenses		723,602

Investment income (loss) — net		4,419,990

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		15,849,785
Foreign currency transactions		(153	)
Futures contracts		264,384

Net realized gain (loss) on investments		16,114,016
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		7,424,601

Net gain (loss) on investments and foreign currencies		23,538,617

Net increase (decrease) in net assets resulting from operations	$	27,958,607

The accompanying Notes to Financial Statements are an integral part of this statement.

22 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Statements of Changes in Net Assets


Year ended Dec. 31,	2010			2009
Operations
Investment income (loss) — net	$	4,419,990		$	3,764,536
Net realized gain (loss) on investments		16,114,016			(20,240,622	)
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		7,424,601			53,518,263

Net increase (decrease) in net assets resulting from operations		27,958,607			37,042,177

Share transactions
Proceeds from sales		340,739			873,694
Payments for redemptions		(28,813,521	)		(25,945,159	)

Increase (decrease) in net assets from share transactions		(28,472,782	)		(25,071,465	)

Total increase (decrease) in net assets		(514,175	)		11,970,712
Net assets at beginning of year		186,836,401			174,865,689

Net assets at end of year	$	186,322,226		$	186,836,401

The accompanying Notes to Financial Statements are an integral part of this statement.

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 23

Financial Highlights

The following table is intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single share held for the periods shown. For periods ended 2009 and after, per share net investment income (loss) amount is calculated based on average shares outstanding during the period. Total returns assume reinvestment of all dividends and distributions. Total returns do not reflect payment of expenses that apply to the variable accounts or annuity charges, if any, and are not annualized for periods of less than one year.


	Year ended Dec. 31,
Per share data	2010		2009		2008			2007			2006
Net asset value, beginning of period		$6.55		$5.27		$10.30			$10.97			$11.14

Income from investment operations:
Net investment income (loss)		.17		.12		.17			.19			.17
Net gains (losses) (both realized and unrealized)		.93		1.16		(4.01	)		.15			1.41

Total from investment operations		1.10		1.28		(3.84	)		.34			1.58

Less distributions:
Dividends from net investment income		—		—		(.02	)		(.17	)		(.17	)
Distributions from realized gains		—		—		(1.17	)		(.84	)		(1.58	)

Total distributions		—		—		(1.19	)		(1.01	)		(1.75	)

Net asset value, end of period		$7.65		$6.55		$5.27			$10.30			$10.97

Total return		16.76%		24.40%		(41.62%	)		3.32%			15.79%

Ratios to average net assets ^(a)
Gross expenses prior to expense waiver/reimbursement		.45%		.44%		.48%			.48%			.45%

Net expenses after expense waiver/reimbursement ^(b)		.40%		.40%		.40%			.40%			.40%

Net investment income (loss)		2.44%		2.25%		2.07%			1.68%			1.63%

Supplemental data
Net assets, end of period (in millions)		$186		$187		$175			$365			$432

Portfolio turnover rate		109%		76%		103%			65%			73%

Notes to Financial Highlights


^(a)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(b)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

24 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Notes to Financial Statements


1.	ORGANIZATION

RiverSource Variable Portfolio — Core Equity Fund (the Fund) is a series of RiverSource Variable Series Trust (the Trust), a Massachusetts business trust, and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Trust has unlimited authorized shares of beneficial interest (without par value).

You may not buy (nor will you own) shares of the Fund directly. You invest by owning RiverSource Variable Annuity Fund A or RiverSource Variable Annuity Fund B and allocating your purchase payments to the variable account that invests in the Fund. Refer to your variable annuity contract prospectus for information regarding the investment options available to you.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

Preparing financial statements that conform to U.S. generally accepted accounting principles requires management to make estimates (e.g., on assets, liabilities, and contingent assets and liabilities) that could differ from actual results.

Valuation of securities

All securities are valued at the close of business of the New York Stock Exchange (NYSE). Securities traded on national securities exchanges or included in national market systems are valued at the last quoted sales price from the primary exchange. Debt securities are generally traded in the over-the-counter market and are valued by an independent pricing service using an evaluated bid. When market quotes are not readily available, the pricing service, in determining fair values of debt securities, takes into consideration such factors as current quotations by broker/dealers, coupon, maturity, quality, type of issue, trading characteristics, and other yield and risk factors it deems relevant in determining valuations. Foreign securities are valued based on quotations from the principal market in which such securities are normally traded. The policy adopted by the Trust’s Board of Trustees (the Board) generally contemplates the use of fair valuation in the event that price quotations or valuations are not readily available, price quotations or valuations from other sources are not reflective of market value and thus deemed unreliable, or a significant event has occurred in relation to a security or class of securities (such as foreign securities) that is not reflected in price quotations or valuations from other sources. A fair value price is a good faith estimate of the value of a security at a given point in time.

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 25

Notes to Financial Statements (continued)

Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on the current interest rates. Typically, those 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. Investments in money market funds are valued at net asset value.

Foreign currency translations

Securities and other assets and liabilities denominated in foreign currencies are translated daily into U.S. dollars. Foreign currency amounts related to the purchase or sale of securities and income and expenses are translated at the exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized security gains or losses is reflected as a component of such gains or losses. In the Statement of Operations, net realized gains or losses from foreign currency transactions, if any, may arise from sales of foreign currency, closed forward contracts, exchange gains or losses realized between the trade date and settlement date on securities transactions, and other translation gains or losses on dividends, interest income and foreign withholding taxes.

Repurchase agreements

The Fund may enter into repurchase agreements. Generally, securities received as collateral subject to repurchase agreements are deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The market value of securities held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.

26 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Guarantees and indemnifications

Under the Fund’s organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, certain of the Fund’s contracts with its service providers contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against the Fund cannot be determined and the Fund has no historical basis for predicting the likelihood of any such claims.

Federal taxes

The Fund is a disregarded entity for federal income tax purposes and does not expect to make regular distributions to shareholders. The Fund will not be subject to federal income tax, and therefore, there is no provision for federal income taxes. The shareholder is subject to tax on its distributive share of the Fund’s income and losses. The components of the Fund’s net assets are reported at the shareholder level for tax purposes, and therefore, are not presented in the Statement of Assets and Liabilities.

Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Generally, the tax authorities can examine all tax returns filed for the last three years.

Foreign capital gains taxes

Realized gains in certain countries may be subject to foreign taxes at the Fund level, at rates ranging from approximately 10% to 15%. The Fund pays such foreign taxes on net realized gains at the appropriate rate for each jurisdiction.

Other

Security transactions are accounted for on the date securities are purchased or sold. Dividend income is recognized on the ex-dividend date and interest income, including amortization of premium, market discount and original issue discount using the effective interest method, is accrued daily.


3.	DERIVATIVE INSTRUMENTS

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 27

Notes to Financial Statements (continued)

also use derivative instruments to mitigate certain investment risks, such as foreign currency exchange rate risk, interest rate risk and credit risk. Derivatives may involve various risks, including the potential inability of the counterparty to fulfill its obligation under the terms of the contract, the potential for an illiquid secondary market and the potential for market movements which may expose the Fund to gains or losses in excess of the amount shown in the Statement of Assets and Liabilities.

The Fund and any counterparty are required to maintain an agreement that requires the Fund and that counterparty to monitor (on a daily basis) the net fair value of all derivatives entered into pursuant to the contract between the Fund and such counterparty. If the net fair value of such derivatives between the Fund and that counterparty exceeds a certain threshold (as defined in the agreement), the Fund or the counterparty (as the case may be) is required to post cash and/or securities as collateral. Fair values of derivatives presented in the financial statements are not netted with the fair value of other derivatives or with any collateral amounts posted by the Fund or any counterparty.

Forward foreign currency exchange contracts

Forward foreign currency exchange contracts are agreements between two parties to buy and sell a currency at a set price on a future date. These contracts are intended to be used to minimize the exposure to foreign exchange rate fluctuations during the period between the trade and settlement dates of the contract. The Fund utilized forward foreign currency exchange contracts in connection with the settlement of purchases and sales of securities.

The market values of forward foreign currency exchange contracts fluctuate with changes in foreign currency exchange rates. The Fund will record a realized gain or loss when the forward foreign currency exchange contract is closed.

The use of forward foreign currency exchange contracts does not eliminate fluctuations in the prices of the Fund’s portfolio securities. The risks of forward foreign currency contracts include movement in the values of the foreign currencies relative to the U.S. dollar (or other foreign currencies) and the possibility that counterparties will not complete their contractual obligations, which may be in excess of the amount reflected, if any, in the Statement of Assets and Liabilities.

Futures contracts

Futures contracts represent commitments for the future purchase or sale of an asset at a specified price on a specified date. The Fund bought and sold futures contracts traded on U.S. and foreign exchanges to equitize cash to maintain appropriate equity market exposure while keeping sufficient cash to

28 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

accommodate daily redemptions. Upon entering into futures contracts, the Fund bears risks which may include interest rates, exchange rates or securities prices moving unexpectedly, in which case, the Fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. Additional risks include counterparty credit risk, the possibility of an illiquid market, and that a change in the value of the contract or option may not correlate with changes in the value of the underlying asset.

Upon entering into a futures contract, the Fund pledges cash or securities with the broker in an amount sufficient to meet the initial margin requirement. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily change in the contract value and are recorded as variation margin receivable or payable and are offset in unrealized gains or losses. The Fund recognizes a realized gain or loss when the contract is closed or expires. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed in the Statement of Assets and Liabilities.

Effects of derivative transactions on the financial statements

The following tables are intended to provide additional information about the effect of derivatives on the financial statements of the Fund including: the fair value of derivatives by risk category and the location of those fair values in the Statement of Assets and Liabilities; the impact of derivative transactions on the Fund’s operations over the period including realized gains or losses and unrealized gains or losses. The derivative schedules following the Portfolio of Investments present additional information regarding derivative instruments outstanding at the end of the period, if any.

Fair values of derivative instruments at Dec. 31, 2010


	Asset derivatives
	Statement of Assets and
Risk exposure category	Liabilities location	Fair value
Equity contracts	Net assets — unrealized appreciation on investments	$	21,847	*


*		Includes cumulative appreciation (depreciation) of futures contracts as reported in the Futures Contracts Outstanding table following the Portfolio of Investments. Only the current day’s variation margin is reported in receivables or payables in the Statement of Assets and Liabilities.

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 29

Notes to Financial Statements (continued)

Effect of derivative instruments in the Statement of Operations
for the year ended Dec. 31, 2010


Amount of realized gain (loss) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts			Futures		Total
Equity contracts	$	—		$	264,384	$	264,384

Foreign exchange contracts		(78	)		—	$	(78	)

Total	$	(78	)	$	264,384	$	264,306


Change in unrealized appreciation (depreciation) on derivatives recognized in income
	Forward foreign
	currency exchange
Risk exposure category	contracts		Futures		Total
Equity contracts	$	—	$	30,411	$	30,411

Foreign exchange contracts		—		—	$	—

Total	$	—	$	30,411	$	30,411

Volume of derivative activity

Forward foreign currency exchange contracts

Futures

The gross notional amount of long contracts outstanding was approximately $2.5 million at Dec. 31, 2010. The monthly average gross notional amount for long contracts was $1.9 million for the year ended Dec. 31, 2010. The fair value of such contracts at Dec. 31, 2010 is set forth in the table above.

4. EXPENSES

Investment management services fees

30 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Other fees

Other expenses are for, among other things, certain expenses of the Fund or the Board including: Fund boardroom and office expense, employee compensation, employee health and retirement benefits, and certain other expenses. Payment of these Fund and Board expenses is facilitated by a company providing limited administrative services to the Fund and the Board. For the year ended Dec. 31, 2010, other expenses paid to this company were $218.

Compensation of board members

Under a Deferred Compensation Plan (the Plan), the board members who are not “interested persons” of the Fund as defined under the 1940 Act may defer receipt of their compensation. Deferred amounts are treated as though equivalent dollar amounts had been invested in shares of the Fund or certain other funds managed by the Investment Manager. The Fund’s liability for these amounts is adjusted for market value changes and remains in the Fund until distributed in accordance with the Plan.

Expenses waived/reimbursed by the Investment Manager and its affiliates

For the year ended Dec. 31, 2010, the Investment Manager and its affiliates waived/reimbursed certain fees and expenses such that net expenses (excluding fees and expenses of acquired funds*) were 0.40%. The Investment Manager and its affiliates have contractually agreed to waive certain fees and reimburse certain expenses indefinitely, unless sooner terminated at the sole discretion of the Board, such that net expenses (excluding fees and expenses of acquired funds*) will not exceed 0.40% of the Fund’s average daily net assets.


*		In addition to the fees and expenses which the Fund bears directly, the 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 the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.

5. SECURITIES TRANSACTIONS

Cost of purchases and proceeds from sales of securities (other than short-term obligations) aggregated $192,920,785 and $217,504,874, respectively, for the year ended Dec. 31, 2010. Realized gains and losses are determined on an identified cost basis.

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 31

Notes to Financial Statements (continued)

6. SHARE TRANSACTIONS

Transactions in shares for the periods indicated were as follows:


Year ended Dec. 31,	2010			2009
Sold		51,708			172,076
Redeemed		(4,210,511	)		(4,840,919	)

Net increase (decrease)		(4,158,803	)		(4,668,843	)

7. LENDING OF PORTFOLIO SECURITIES

The Fund has entered into a Master Securities Lending Agreement (the Agreement) with JPMorgan Chase Bank, National Association (JPMorgan). The Agreement authorizes JPMorgan as lending agent to lend securities to authorized borrowers in order to generate additional income on behalf of the Fund. Pursuant to the Agreement, the securities loaned are secured by cash or U.S. government securities equal to at least 100% of the market value of the loaned securities. Any additional collateral required to maintain those levels due to market fluctuations of the loaned securities is delivered the following business day. Cash collateral received is invested by the lending agent on behalf of the Fund into authorized investments pursuant to the Agreement. The investments made with the cash collateral are listed in the Portfolio of Investments. The values of such investments and any uninvested cash collateral are disclosed in the Statement of Assets and Liabilities along with the related obligation to return the collateral upon the return of the securities loaned. At Dec. 31, 2010, securities valued at $15,905,787 were on loan, secured by cash collateral of $16,286,147 invested in short-term securities or in cash equivalents.

Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMorgan will indemnify the Fund from losses resulting from a borrower’s failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. The Investment Manager is not responsible for any losses incurred by the Fund in connection with the securities lending program. Loans are subject to termination by the Fund or the borrower at any time, and are, therefore, not considered to be illiquid investments.

Pursuant to the Agreement, the Fund receives income for lending its securities either in the form of fees or by earning interest on invested cash collateral, net of negotiated rebates paid to borrowers and fees paid to the lending agent for services provided and any other securities lending expenses. Net income of $27,592 earned from securities lending for the year ended Dec. 31, 2010 is

32 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

included in the Statement of Operations. The Fund also continues to earn interest and dividends on the securities loaned.

8. AFFILIATED MONEY MARKET FUND

The Fund may invest its daily cash balance in Columbia Short-Term Cash Fund (formerly known as RiverSource Short-Term Cash Fund), a money market fund established for the exclusive use of certain funds managed by the Investment Manager and other institutional clients of the Investment Manager. The cost of the Fund’s purchases and proceeds from sales of shares of Columbia Short-Term Cash Fund aggregated $24,973,909 and $24,154,087, respectively, for the year ended Dec. 31, 2010. The income distributions received with respect to the Fund’s investment in Columbia Short-Term Cash Fund can be found in the Statement of Operations and the Fund’s invested balance in Columbia Short-Term Cash Fund at Dec. 31, 2010, can be found in the Portfolio of Investments.

9. BANK BORROWINGS

The Fund has entered into a revolving credit facility with a syndicate of banks led by JPMorgan Chase Bank, N.A. (the Administrative Agent), whereby the Fund may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The credit facility became effective on Oct. 14, 2010, replacing a prior credit facility. The credit facility agreement, which is a collective agreement between the Fund and certain other funds managed by the Investment Manager, severally and not jointly, permits collective borrowings up to $300 million. The borrowers shall have the right, upon written notice to the Administrative Agent, to request an increase of up to $200 million in the aggregate amount of the credit facility from new or existing lenders, provided that the aggregate amount of the credit facility shall at no time exceed $500 million. Participation in such increase by any existing lender shall be at such lender’s sole discretion. Interest is charged to each fund based on its borrowings at a rate equal to the sum of the federal funds rate plus (i) 1.25% per annum plus (ii) if one-month LIBOR exceeds the federal funds rate, the amount of such excess. Each borrowing under the credit facility matures no later than 60 days after the date of borrowing. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.10% per annum.

Prior to Oct. 14, 2010, the credit facility agreement, which was a collective agreement between the Fund and certain other funds managed by the Investment Manager, severally and not jointly, permitted collective borrowings up to $300 million. The Fund also paid a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.10% per annum, in addition to an

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 33

Notes to Financial Statements (continued)

upfront fee equal to its pro rata share of 0.04% of the amount of the credit facility. The Fund had no borrowings during the year ended Dec. 31, 2010.

10. SUBSEQUENT EVENTS

Management has evaluated Fund related events and transactions that occurred during the period from the date of the Statement of Assets and Liabilities through the date of issuance of the Fund’s financial statements. There were no events or transactions that occurred during the period that materially impacted the amounts or disclosures in the Fund’s financial statements.


11.	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 legacy 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 August 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 (the Supreme Court), asking the Supreme Court to stay the District Court proceedings while the 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 issued its ruling in Jones v. Harris Associates, and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded the case to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates. On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in

34 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Jones v. Harris Associates . On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, plaintiffs filed a notice of appeal with the Eighth Circuit.

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 35

Notes to Financial Statements (continued)

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.

36 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
RiverSource Variable Portfolio — Core Equity Fund

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of RiverSource Variable Portfolio — Core Equity Fund (the Fund) (one of the portfolios constituting the RiverSource Variable Series Trust) as of December 31, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of the Fund for the period ended December 31, 2006, were audited by other auditors whose report dated February 20, 2007, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT 37

Report of Independent Registered Public Accounting Firm (continued)

In our opinion, the financial statements and financial highlights audited by us as referred to above present fairly, in all material respects, the financial position of RiverSource Variable Portfolio — Core Equity Fund of the RiverSource Variable Series Trust at December 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota

February 23, 2011

38 RIVERSOURCE VARIABLE PORTFOLIO — CORE EQUITY FUND — 2010 ANNUAL REPORT

Portfolio of Investments

Dec. 31, 2010

(Percentages represent value of investments compared to net assets)

Investments in Securities


Common Stocks (89.4%)
Issuer	Shares			Value(a)

Aerospace & Defense (0.7%)
General Dynamics Corp.		600		$42,576


Application Software (20.4%)
Aspen Technology, Inc.		5,468	(b)	69,444
JDA Software Group, Inc.		3,300	(b)	92,400
Longtop Financial Technologies Ltd., ADR		1,500	(b,c,d)	54,270
Mentor Graphics Corp.		3,295	(b,d)	39,540
Micro Focus International PLC		18,128	(c)	109,874
NICE Systems Ltd., ADR		2,600	(b,c)	90,740
Nuance Communications, Inc.		9,200	(b,d)	167,256
Parametric Technology Corp.		9,400	(b)	211,782
Synopsys, Inc.		11,300	(b)	304,084
Taleo Corp., Class A		500	(b)	13,825
Temenos Group AG		1,300	(b,c)	54,143

Total	1,207,358


Communications Equipment (5.1%)
Cisco Systems, Inc.		4,500	(b)	91,035
QUALCOMM, Inc.		3,300		163,317
ZTE Corp., Series H		12,200	(c,d)	48,505

Total	302,857


Computers & Peripherals (12.3%)
Acer, Inc.		19,000	(c)	58,832
Apple, Inc.		1,000	(b)	322,561
Electronics for Imaging, Inc.		3,200	(b)	45,792
Hewlett-Packard Co.		4,900		206,290
NetApp, Inc.		300	(b)	16,488
Toshiba Corp.		9,400	(c)	51,035
Wistron Corp.		14,000	(c)	28,579

Total	729,577


Electrical Equipment (1.2%)
Nidec Corp.		700	(c)	70,610


Electronic Equipment, Instruments & Components (2.9%)
Avnet, Inc.		1,500	(b)	49,544
Elster Group SE, ADR		854	(b,c,d)	14,433
Kyocera Corp.		400	(c)	40,654
Tripod Technology Corp.		5,000	(c)	20,448
Unimicron Technology Corp.		25,000	(c)	48,801

Total	173,880


Health Care Equipment & Supplies (1.0%)
Baxter International, Inc.		1,200		60,744


Internet & Catalog Retail (0.6%)
Amazon.com, Inc.		200	(b)	36,000


Internet Software & Services (6.6%)
Baidu, Inc., ADR		800	(b,c)	77,224
Equinix, Inc.		293	(b)	23,809
Google, Inc., Class A		200	(b)	118,794
Netease.com, ADR		700	(b,c)	25,305
Open Text Corp.		2,145	(b,c)	98,799
SciQuest, Inc.		1,049	(b)	13,647
VeriSign, Inc.		1,100		35,937

Total	393,515


IT Services (7.1%)
Amdocs Ltd.		9,200	(b,c)	252,724
Atos Origin SA		600	(b,c)	31,955
Camelot Information Systems, Inc., ADR		1,000	(b,c,d)	23,920
Rolta India Ltd.		25,100	(c)	86,867
Xchanging PLC		11,800	(c)	23,092

Total	418,558


Life Sciences Tools & Services (1.0%)
Thermo Fisher Scientific, Inc.		1,100	(b)	60,896


Office Electronics (3.1%)
Canon, Inc.		1,100	(c)	56,523

See accompanying Notes to Portfolio of Investments.

14 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT


Common Stocks (continued)
Issuer	Shares			Value(a)

Office Electronics (cont.)
Konica Minolta Holdings, Inc.		2,000	(c)	$20,678
Xerox Corp.		9,200		105,984

Total	183,185


Semiconductors & Semiconductor Equipment (9.4%)
Amkor Technology, Inc.		2,500	(b,d)	18,475
ASML Holding NV		1,300	(c)	49,842
Atheros Communications, Inc.		900	(b,d)	32,328
Intel Corp.		4,800		100,944
KLA-Tencor Corp.		1,400		54,096
Lam Research Corp.		1,100	(b,d)	56,958
Marvell Technology Group Ltd.		4,100	(b,c)	76,055
Novellus Systems, Inc.		2,800	(b)	90,496
ON Semiconductor Corp.		1,900	(b)	18,772
Samsung Electronics Co., Ltd.		38	(c)	31,997
Shinko Electric Industries Co., Ltd.		2,200	(c)	24,554

Total	554,517


Systems Software (17.6%)
3i Infotech Ltd.		14,400	(c)	19,264
BMC Software, Inc.		4,600	(b)	216,844
Check Point Software Technologies Ltd.		5,421	(b,c,d)	250,775
McAfee, Inc.		300	(b)	13,893
Microsoft Corp.		7,600		212,192
Oracle Corp.		3,800		118,940
Symantec Corp.		12,800	(b)	214,272

Total	1,046,180


Wireless Telecommunication Services (0.4%)
China Mobile Ltd.		2,500	(c)	24,833


Total Common Stocks
(Cost: $4,536,766) $5,305,286



Money Market Fund (11.9%)
	Shares			Value(a)

Columbia Short-Term Cash Fund, 0.229%		706,843	(f)	$706,843


Total Money Market Fund
(Cost: $706,843) $706,843


Investments of Cash Collateral Received
for Securities on Loan (11.3%)
	Effective			Principal
Issuer	yield			amount		Value(a)

Repurchase Agreements(e)
Goldman Sachs & Co. dated 12-31-10, matures 01-03-11, repurchase price
$673,542		0.170	%		$673,533	$673,533


Total Investments of Cash Collateral Received for Securities on Loan
(Cost: $673,533)						$673,533


Total Investments in Securities
(Cost: $5,917,142)(g)						$6,685,662

See accompanying Notes to Portfolio of Investments.

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 15

Portfolio of Investments (continued)

Summary of Investments in Securities by Country

The following table represents the portfolio investments of the Fund by country as a percentage of net assets at Dec. 31, 2010.


	Percentage of
Country	net assets
Bermuda		1.3	%
Canada		1.7
China		2.9
France		0.5
Germany		0.2
Guernsey		4.3
Hong Kong		1.3
India		1.8
Israel		5.8
Japan		4.5
Netherlands		0.8
South Korea		0.5
Switzerland		0.9
Taiwan		2.6
United Kingdom		2.3

Total Foreign Securities*		31.4	%

United States		81.2	%


*		Amount shown does not include companies based in the U.S. that derive at least 50% of their revenue from business outside the U.S. or have at least 50% of their assets outside the U.S. If such companies were included, Total Foreign Securities would be greater than 40%.

Notes to Portfolio of Investments


ADR — American Depositary Receipt


(a)		Securities are valued by using policies described in Note 2 to the financial statements.
(b)		Non-income producing.
(c)		Foreign security values are stated in U.S. dollars. At Dec. 31, 2010, the value of foreign securities, excluding short-term securities, represented 31.43% of net assets.
(d)		At Dec. 31, 2010, security was partially or fully on loan. See Note 7 to the financial statements.
(e)		The table below represents securities received as collateral for repurchase agreements. This collateral, which is generally high quality short-term obligations, is deposited with the Fund’s custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. The value of securities and/or cash held as collateral for repurchase agreements is monitored on a daily basis to ensure the existence of the proper level of collateral.

16 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

Notes to Portfolio of Investments (continued)


Goldman Sachs & Co. (0.170%)
Security description	Value(a)
Government National Mortgage Association		$687,003

Total market value of collateral securities		$687,003


(f)		Affiliated Money Market Fund – See Note 8 to the financial statements. The rate shown is the seven-day current annualized yield at Dec. 31, 2010.
(g)		At Dec. 31, 2010, the cost of securities for federal income tax purposes was $5,950,639 and the aggregate gross unrealized appreciation and depreciation based on that cost was:


Unrealized appreciation	$849,721
Unrealized depreciation	(114,698	)

Net unrealized appreciation	$735,023

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 17

Portfolio of Investments (continued)

Fair Value Measurements

Fair value inputs are summarized in the three broad levels listed below:


•	Level 1 — Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments.

•	Level 2 — Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.).

•	Level 3 — Valuations based on significant unobservable inputs (including the Fund’s own assumptions and judgment in determining the fair value of investments).

18 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

The following table is a summary of the inputs used to value the Fund’s investments as of Dec. 31, 2010:


	Fair value at Dec. 31, 2010
	Level 1		Level 2
	quoted prices		other		Level 3
	in active		significant		significant
	markets for		observable		unobservable
Description(a)	identical assets		inputs(b)		inputs		Total
Equity Securities
Common Stocks
Application Software		$1,043,341		$164,017		$—		$1,207,358
Communications Equipment		254,352		48,505		—		302,857
Computers & Peripherals		591,131		138,446		—		729,577
Electrical Equipment		—		70,610		—		70,610
Electronic Equipment, Instruments & Components		63,977		109,903		—		173,880
IT Services		276,644		141,914		—		418,558
Office Electronics		105,984		77,201		—		183,185
Semiconductors & Semiconductor Equipment		497,966		56,551		—		554,517
Systems Software		1,026,916		19,264		—		1,046,180
Wireless Telecommunication Services		—		24,833		—		24,833
All Other Industries		593,731		—		—		593,731

Total Equity Securities		4,454,042		851,244		—		5,305,286

Other
Affiliated Money Market Fund(c)		706,843		—		—		706,843
Investments of Cash Collateral Received for Securities on Loan		—		673,533		—		673,533

Total Other		706,843		673,533		—		1,380,376

Total		$5,160,885		$1,524,777		$—		$6,685,662


(a)		See the Portfolio of Investments for all investment classifications not indicated in the table.

(b)		There were no significant transfers between Levels 1 and 2 during the period.

(c)		Money market fund that is a sweep investment for cash balances in the Fund at Dec. 31, 2010.

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 19

Portfolio of Investments (continued)

Fair Value Measurements (continued)

How to find information about the Fund’s quarterly portfolio holdings


(i)		The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (Commission) for the first and third quarters of each fiscal year on Form N-Q;

(ii)		The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov;

(iii)		The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC (information on the operations of the Public Reference Room may be obtained by calling 800.SEC.0330); and

(iv)		The Fund’s complete schedule of portfolio holdings, as filed on Form N-Q, can be obtained without charge, upon request, by calling 800.345.6611.

20 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

Statement of Assets and Liabilities

Dec. 31, 2010


Assets
Investments in securities, at value
Unaffiliated issuers* (identified cost $4,536,766)		5,305,286
Affiliated money market fund (identified cost $706,843)		706,843
Investments of cash collateral received for securities on loan Repurchase agreements (identified cost $673,533)		673,533

Total investments in securities (identified cost $5,917,142)		6,685,662
Receivable from Investment Manager		9,936
Capital shares receivable		5,801
Dividends and accrued interest receivable		1,735
Receivable for investment securities sold		3,737

Total assets		6,706,871

Liabilities
Capital shares payable		47,318
Payable upon return of securities loaned		673,533
Accrued investment management services fees		4,819
Accrued distribution fees		404
Accrued transfer agency fees		304
Accrued administrative services fees		406
Other accrued expenses		44,405

Total liabilities		771,189

Net assets applicable to outstanding capital stock	$	5,935,682

Represented by
Capital stock — $.001 par value	$	289
Additional paid-in capital		6,174,224
Excess of distributions over net investment income		(186	)
Accumulated net realized gain (loss)		(1,007,178	)
Unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		768,533

Total — representing net assets applicable to outstanding capital stock	$	5,935,682

*Value of securities on loan	$	638,366


Net asset value per share
	Net assets		Shares outstanding		Net asset value per share
Class 1	$	4,053,108		195,882	$	20.69
Class 2	$	1,882,574		92,737	$	20.30

The accompanying Notes to Financial Statements are an integral part of this statement.

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 21

Statement of Operations

Year ended Dec. 31, 2010


Investment income
Income:
Dividends		41,063
Interest		4
Income distributions from affiliated money market fund		785
Income from securities lending — net		577
Foreign taxes withheld		(1,478	)

Total income		40,951

Expenses:
Investment management services fees		53,461
Distribution fees — Class 2		4,454
Transfer agency fees
Class 1		2,330
Class 2		1,078
Administrative services fees		4,502
Compensation of board members		161
Custodian fees		18,604
Printing and postage		21,840
Professional fees		54,343
Other		2,393

Total expenses		163,166
Expenses waived/reimbursed by the Investment Manager and its affiliates		(84,193	)

Total net expenses		78,973

Investment income (loss) — net		(38,022	)

Realized and unrealized gain (loss) — net
Net realized gain (loss) on:
Security transactions		823,907
Foreign currency transactions		2,522

Net realized gain (loss) on investments		826,429
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		(31,046	)

Net gain (loss) on investments and foreign currencies		795,383

Net increase (decrease) in net assets resulting from operations	$	757,361

The accompanying Notes to Financial Statements are an integral part of this statement.

22 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

Statements of Changes in Net Assets


Year ended Dec. 31,	2010			2009
Operations
Investment income (loss) — net	$	(38,022	)	$	(73,474	)
Net realized gain (loss) on investments		826,429			7,247
Net change in unrealized appreciation (depreciation) on investments and on translation of assets and liabilities in foreign currencies		(31,046	)		2,466,138

Net increase (decrease) in net assets resulting from operations		757,361			2,399,911

Capital share transactions
Proceeds from sales
Class 1 shares		146,175			160,070
Class 2 shares		667,753			1,486,640
Payments for redemptions
Class 1 shares		(672,195	)		(485,495	)
Class 2 shares		(1,355,580	)		(1,081,794	)

Increase (decrease) in net assets from capital share transactions		(1,213,847	)		79,421

Total increase (decrease) in net assets		(456,486	)		2,479,332
Net assets at beginning of year		6,392,168			3,912,836

Net assets at end of year	$	5,935,682		$	6,392,168

Excess of distributions over net investment income	$	(186	)	$	(135	)

The accompanying Notes to Financial Statements are an integral part of this statement.

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 23

Financial Highlights

The following tables are intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single share of a class held for the periods shown. Per share net investment income (loss) amounts are calculated based on average shares outstanding during the period. Total returns assume reinvestment of all dividends and distributions. Total returns do not reflect payment of the expenses that apply to the variable accounts or contract charges, if any, and are not annualized for periods of less than one year.


Class 1	Year ended Dec. 31,
Per share data	2010			2009			2008			2007			2006
Net asset value, beginning of period		$17.91			$11.03			$18.46			$15.99			$13.56

Income from investment operations:
Net investment income (loss)		(.10	)		(.19	)		(.21	)		(.25	)		(.20	)
Net gains (losses) (both realized and unrealized)		2.88			7.07			(7.22	)		2.72			2.63

Total from investment operations		2.78			6.88			(7.43	)		2.47			2.43

Net asset value, end of period		$20.69			$17.91			$11.03			$18.46			$15.99

Total return		15.52%			62.38%			(40.25%	)		15.45%			17.92%

Ratios to average net assets ^(a)
Gross expenses prior to expense waiver/reimbursement		2.84%			3.86%			3.54%			3.04%			2.57%

Net expenses after expense waiver/reimbursement ^(b)		1.30%			1.90%			1.90%			1.90%			1.90%

Net investment income (loss)		(.57%	)		(1.38%	)		(1.38%	)		(1.44%	)		(1.37%	)

Supplemental data
Net assets, end of period (in millions)		$4			$4			$3			$6			$6

Portfolio turnover rate		96%			153%			161%			198%			205%

See accompanying Notes to Financial Highlights.

24 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT


Class 2	Year ended Dec. 31,
Per share data	2010			2009			2008			2007			2006
Net asset value, beginning of period		$17.64			$10.88			$18.25			$15.83			$13.45

Income from investment operations:
Net investment income (loss)		(.16	)		(.23	)		(.24	)		(.28	)		(.22	)
Net gains (losses) (both realized and unrealized)		2.82			6.99			(7.13	)		2.70			2.60

Total from investment operations		2.66			6.76			(7.37	)		2.42			2.38

Net asset value, end of period		$20.30			$17.64			$10.88			$18.25			$15.83

Total return		15.08%			62.13%			(40.38%	)		15.29%			17.69%

Ratios to average net assets ^(a)
Gross expenses prior to expense waiver/reimbursement		3.03%			3.79%			3.71%			3.19%			2.72%

Net expenses after expense waiver/reimbursement ^(b)		1.62%			2.15%			2.07%			2.05%			2.05%

Net investment income (loss)		(.91%	)		(1.60%	)		(1.55%	)		(1.59%	)		(1.52%	)

Supplemental data
Net assets, end of period (in millions)		$2			$2			$1			$3			$2

Portfolio turnover rate		96%			153%			161%			198%			205%

Notes to Financial Highlights


^(a)		In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios.
^(b)		The Investment Manager and its affiliates agreed to waive/reimburse certain fees and expenses (excluding fees and expenses of acquired funds).

The accompanying Notes to Financial Statements are an integral part of this statement.

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 25

Notes to Financial Statements


1.	ORGANIZATION

Seligman Global Technology Portfolio (the Fund) is a series of Seligman Portfolios, Inc. (the Corporation) and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Fund has 100 million authorized shares of capital stock.

The Fund offers Class 1 and Class 2 shares, which are provided as an investment medium for variable annuity contracts and life insurance policies offered by various insurance companies.

The two classes of shares represent interests in the same portfolio of investments, have the same rights, and are generally identical in all respects except that each class bears its separate class-specific expenses, and has exclusive voting rights with respect to any matter on which a separate vote of any class is required.

You may not buy (nor will you own) shares of the Fund directly. Shares of the Fund are offered to various life insurance companies and their variable accounts or variable subaccounts (the subaccounts) to fund the benefits of their variable annuity and variable life insurance products. You invest by purchasing a variable annuity contract or life insurance policy and allocating your purchase payments to the subaccounts that invest in the Fund.


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

Valuation of securities

26 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

Corporation’s Board of Directors (the Board) generally contemplates the use of fair valuation in the event that price quotations or valuations are not readily available, price quotations or valuations from other sources are not reflective of market value and thus deemed unreliable, or a significant event has occurred in relation to a security or class of securities (such as foreign securities) that is not reflected in price quotations or valuations from other sources. A fair value price is a good faith estimate of the value of a security at a given point in time.

Short-term securities maturing in more than 60 days from the valuation date are valued at the market price or approximate market value based on current interest rates. Typically, those 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. Investments in money market funds are valued at net asset value.

Foreign currency exchange contracts are market-to-market daily based upon foreign currency exchange rates provided by a pricing service.

Foreign currency translations

Securities and other assets and liabilities denominated in foreign currencies are translated daily into U.S. dollars. Foreign currency amounts related to the purchase or sale of securities and income and expenses are translated at the exchange rate on the transaction date. The effect of changes in foreign exchange rates on realized and unrealized security gains or losses is reflected as a component of such gains or losses. In the Statement of Operations, net realized gains or losses from foreign currency transactions, if any, may arise from sales of foreign currency, closed forward contracts, exchange gains or losses realized between the trade date and settlement date on securities transactions, and other

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 27

Notes to Financial Statements (continued)

translation gains or losses on dividends, interest income and foreign withholding taxes.

Repurchase agreements

Guarantees and indemnifications

Under the Fund’s organizational documents, its officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, certain of the Fund’s contracts with its service providers contain general indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown since the amount of any future claims that may be made against the Fund cannot be determined and the Fund has no historical basis for predicting the likelihood of any such claims.

Federal taxes

The Fund’s policy is to comply with Subchapter M of the Internal Revenue Code that applies to regulated investment companies and to distribute substantially all of its taxable income (which includes net short-term capital gains) to the subaccounts. No provision for income or excise taxes is thus required.

Foreign capital gains taxes

Dividends

Distributions to the subaccounts are recorded at the close of business on the record date and are payable on the first business day following the record date. Dividends from net investment income are declared and distributed annually, when available. Capital gain distributions, when available, will be made annually. However, an additional capital gain distribution may be made during the fiscal

28 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

year in order to comply with the Internal Revenue Code, as applicable to regulated investment companies.

Other


3.	DERIVATIVE INSTRUMENTS

The Fund invests in certain derivative instruments as detailed below to meet its investment objectives. Derivatives are instruments whose values depend on, or are derived from, in whole or in part, the value of one or more other assets, such as securities, currencies, commodities or indices. Derivative instruments may be used to maintain cash reserves while maintaining exposure to certain other assets, to offset anticipated declines in values of investments, to facilitate trading, to reduce transaction costs and to pursue higher investment returns. The Fund may also use derivative instruments to mitigate certain investment risks, such as foreign currency exchange rate risk, interest rate risk and credit risk. Derivatives may involve various risks, including the potential inability of the counterparty to fulfill its obligation under the terms of the contract, the potential for an illiquid secondary market and the potential for market movements which may expose the Fund to gains or losses in excess of the amount shown in the Statement of Assets and Liabilities.

Forward foreign currency exchange contracts

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 29

Notes to Financial Statements (continued)

fluctuations during the period between the trade and settlement dates of the contract. The Fund utilized forward foreign currency exchange contracts in connection with the settlement of purchases and sales of securities.

The values of forward foreign currency exchange contracts fluctuate with changes in foreign currency exchange rates. The Fund will record a realized gain or loss when the forward foreign currency exchange contract is closed.

The use of forward foreign currency exchange contracts does not eliminate fluctuations in the prices of the Fund’s portfolio securities. The risks of forward foreign currency exchange contracts include movement in the values of the foreign currencies relative to the U.S. dollar (or other foreign currencies) and the possibility that counterparties will not complete their contractual obligations, which may be in excess of the amount reflected, if any, in the Statement of Assets and Liabilities.

Effects of derivative transactions on the financial statements

Fair values of derivative instruments at Dec. 31, 2010

At Dec. 31, 2010, the Fund had no outstanding derivatives.

Effect of derivative instruments in the Statement of Operations
for the year ended Dec. 31, 2010

30 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

Volume of derivative activity

Forward foreign currency exchange contracts

At Dec. 31, 2010, the Fund had no outstanding forward foreign currency exchange contracts. The monthly average gross notional amount for these contracts was $30,000 for the year ended Dec. 31, 2010.


4.	EXPENSES

Investment management services fees

Under an Investment Management Services Agreement, Columbia Management Investment Advisers, LLC (the Investment Manager) determines which securities will be purchased, held, or sold. The management fee is an annual fee that is equal to a percentage of the Fund’s average daily net assets that declines from 0.95% to 0.87% as the Fund’s assets increase. The management fee for the year ended Dec. 31, 2010 was 0.95% of the Fund’s average daily net assets.

Administrative services fees

Under an Administrative Services Agreement, the Fund pays the Fund Administrator an annual fee for administration and accounting services equal to a percentage of the Fund’s average daily net assets that declines from 0.08% to 0.05% as the Fund’s net assets increase. The fee for the year ended Dec. 31, 2010 was 0.08% of the Fund’s average daily net assets. Prior to Jan. 1, 2011, Ameriprise Financial, Inc. served as the Fund Administrator. Since Jan. 1, 2011, Columbia Management Investment Advisers, LLC has served as the Fund Administrator.

Other fees

Compensation of board members

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 31

Notes to Financial Statements (continued)

Transfer agency fees

Under a Transfer Agency and Servicing Agreement, Columbia Management Investment Services Corp. (the Transfer Agent) maintains shareholder accounts and records. The Fund paid the Transfer Agent an annual rate of 0.06% of the Fund’s average daily net assets.

Distribution fees

The Fund has an agreement with Columbia Management Investment Distributors, Inc. (the Distributor) for distribution services. Under a Plan and Agreement of Distribution pursuant to Rule 12b-1, the Fund paid a fee at an annual rate of up to 0.25% of the Fund’s average daily net assets attributable to Class 2 shares.

Expenses waived/reimbursed by the Investment Manager and its affiliates


Class 1	1.30	%
Class 2	1.62

The waived/reimbursed fees and expenses for the transfer agency fees at the class level were as follows:


Class 1	$	22
Class 2		9

The management fees and other Fund level expenses waived/reimbursed were $84,162.


Class 1	1.90	%
Class 2	2.15

32 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

Effective May 1, 2010, the Investment Manager and its affiliates have contractually agreed to waive certain fees and reimburse certain expenses until April 30, 2011, unless sooner terminated at the sole discretion of the Board, such that net expenses (excluding fees and expenses of acquired funds*), will not exceed the following percentage of the class or class’ average daily net assets:


Class 1	0.99	%
Class 2	1.24


*		In addition to the fees and expenses which the Fund bears directly, the 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 the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by the Fund will vary.


5.	SECURITIES TRANSACTIONS

Cost of purchases and proceeds from sales of securities (other than short-term obligations) aggregated $5,040,579 and $6,813,227, respectively, for the year ended Dec. 31, 2010. Realized gains and losses are determined on an identified cost basis.


6.	CAPITAL SHARE TRANSACTIONS

Transactions in shares of capital stock for the periods indicated were as follows:


Year ended Dec. 31,	2010			2009
Class 1
Sold		8,011			10,315
Redeemed		(36,665	)		(35,557	)

Net increase (decrease)		(28,654	)		(25,242	)

Class 2
Sold		35,013			99,079
Redeemed		(76,691	)		(71,169	)

Net increase (decrease)		(41,678	)		27,910


7.	LENDING OF PORTFOLIO SECURITIES

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 33

Notes to Financial Statements (continued)

Any additional collateral required to maintain those levels due to market fluctuations of the loaned securities is delivered the following business day. Cash collateral received is invested by the lending agent on behalf of the Fund into authorized investments pursuant to the Agreement. The investments made with the cash collateral are listed in the Portfolio of Investments. The values of such investments and any uninvested cash collateral are disclosed in the Statement of Assets and Liabilities along with the related obligation to return the collateral upon the return of the securities loaned. At Dec. 31, 2010, securities valued at $638,366 were on loan, secured by cash collateral of $673,533 invested in short-term securities or in cash equivalents.

Risks of delay in recovery of securities or even loss of rights in the securities may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the securities loaned increases above the value of the collateral received. JPMorgan will indemnify the Fund from losses resulting from a borrower’s failure to return a loaned security when due. Such indemnification does not extend to losses associated with declines in the value of cash collateral investments. The Investment Manager is not responsible for any losses incurred by the Fund in connection with the securities lending program. Loans are subject to termination by the Fund or the borrower at any time, and are, therefore, not considered to be illiquid investments.

Pursuant to the Agreement, the Fund receives income for lending its securities either in the form of fees or by earning interest on invested cash collateral, net of negotiated rebates paid to borrowers and fees paid to the lending agent for services provided and any other securities lending expenses. Net income of $577 earned from securities lending for the year ended Dec. 31, 2010 is included in the Statement of Operations. The Fund also continues to earn interest and dividends on the securities loaned.


8.	AFFILIATED MONEY MARKET FUND

The Fund may invest its daily cash balance in Columbia Short-Term Cash Fund (formerly known as RiverSource Short-Term Cash Fund), a money market fund established for the exclusive use of certain funds managed by the Investment Manager and other institutional clients of the Investment Manager. The cost of the Fund’s purchases and proceeds from sales of shares of Columbia Short-Term Cash Fund aggregated $4,247,260 and $3,691,955, respectively, for the year ended Dec. 31, 2010. The income distributions received with respect to the Fund’s investment in Columbia Short-Term Cash Fund can be found in the Statement of Operations and the Fund’s invested balance in Columbia Short-Term Cash Fund at Dec. 31, 2010, can be found in the Portfolio of Investments.

34 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT


9.	BANK BORROWINGS

The Fund has entered into a revolving credit facility with a syndicate of banks led by JPMorgan Chase Bank, N.A. (the Administrative Agent), whereby the Fund may borrow for the temporary funding of shareholder redemptions or for other temporary or emergency purposes. The credit facility became effective on Oct. 14, 2010. The credit facility agreement, which is a collective agreement between the Fund and certain other funds managed by the Investment Manager, severally and not jointly, permits collective borrowings up to $300 million. The borrowers shall have the right, upon written notice to the Administrative Agent, to request an increase of up to $200 million in the aggregate amount of the credit facility from new or existing lenders, provided that the aggregate amount of the credit facility shall at no time exceed $500 million. Participation in such increase by any existing lender shall be at such lender’s sole discretion. Interest is charged to each fund based on its borrowings at a rate equal to the sum of the federal funds rate plus (i) 1.25% per annum plus (ii) if one-month LIBOR exceeds the federal funds rate, the amount of such excess. Each borrowing under the credit facility matures no later than 60 days after the date of borrowing. The Fund also pays a commitment fee equal to its pro rata share of the amount of the credit facility at a rate of 0.10% per annum.


10.	FEDERAL TAX INFORMATION

Net investment income (loss) and net realized gains (losses) may differ for financial statement and tax purposes primarily because of foreign currency transactions and losses deferred due to wash sales. The character of distributions made during the year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the year that the income or realized gains were recorded by the Fund.

In the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, excess of distributions over net investment income has been decreased by $37,971 and accumulated net realized loss has been decreased by $4,143,456 resulting in a net reclassification adjustment to decrease paid-in capital by $4,181,427.

For the years ended Dec. 31, 2010 and 2009, there were no distributions.

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 35

Notes to Financial Statements (continued)

At Dec. 31, 2010, the components of distributable earnings on a tax basis were as follows:


Undistributed ordinary income	$	—
Undistributed accumulated long-term gain	$	—
Accumulated realized loss	$	(973,681	)
Unrealized appreciation (depreciation)	$	734,850

For federal income tax purposes, the Fund had a capital loss carry-over of $973,681 at Dec. 31, 2010, that if not offset by capital gains will expire as follows:


2011		2016		2017

$	108,762	$	544,777	$	320,142

For the year ended Dec. 31, 2010, $795,528 of capital loss carry-over was utilized and $4,145,978 expired unused. It is unlikely the Board will authorize a distribution of any net realized capital gains until the available capital loss carry-over has been offset or expires. There is no assurance that the Fund will be able to utilize all of its capital loss carry-over before it expires.


11.	RISKS RELATING TO CERTAIN INVESTMENTS

Foreign/emerging markets risk

Technology and Technology-Related Investment Risk

The Fund will invest a substantial portion of its assets in technology and technology-related companies. The market prices of technology and technology-related stocks tend to exhibit a greater degree of market risk and price volatility than other types of investments.


12.	SUBSEQUENT EVENTS

36 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT


13.	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 legacy 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 August 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 (the Supreme Court), asking the Supreme Court to stay the District Court proceedings while the 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 issued its ruling in Jones v. Harris Associates, and on April 5, 2010, the Supreme Court vacated the Eighth Circuit’s decision in the Gallus case and remanded the case to the Eighth Circuit for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On June 4, 2010, the Eighth Circuit remanded the Gallus case to the District Court for further consideration in light of the Supreme Court’s decision in Jones v. Harris Associates . On December 9, 2010, the District Court reinstated its July 9, 2007 summary judgment order in favor of the defendants. On January 10, 2011, plaintiffs filed a notice of appeal with the Eighth Circuit.

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 37

Notes to Financial Statements (continued)

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 funds’ Boards of Directors/Trustees.

38 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of
Seligman Global Technology Portfolio:

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Seligman Global Technology Portfolio (the Fund) (one of the portfolios constituting the Seligman Portfolios, Inc.) as of December 31, 2010, and the related statement of operations for the year then ended, and the statements of changes in net assets and financial highlights for each of the two years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of the Fund for the periods presented through December 31, 2008, were audited by other auditors whose report dated February 19, 2009, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2010, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT 39

Report of Independent Registered Public Accounting Firm (continued)

In our opinion, the financial statements and financial highlights audited by us as referred to above present fairly, in all material respects, the financial position of Seligman Global Technology Portfolio of the Seligman Portfolios, Inc. at December 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and financial highlights for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Minneapolis, Minnesota

February 17, 2011

40 SELIGMAN GLOBAL TECHNOLOGY PORTFOLIO — 2010 ANNUAL REPORT

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)(1) 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, filed electronically on or about April 14, 2010 as Exhibit (a)(4) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(5)		Amendment No. 5 to the Agreement and Declaration of Trust effective April 6, 2010, filed electronically on or about April 29, 2010 as Exhibit (a)(5) to Registrant’s Post-Effective Amendment No. 9 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(6)		Amendment No. 6 to the Agreement and Declaration of Trust effective Nov. 11, 2010, is filed electronically herewith as Exhibit (a)(6) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(a)(7)		Amendment No. 7 to the Agreement and Declaration of Trust effective January 13, 2011, is filed electronically herewith as Exhibit (a)(7) to Registrant’s Post-Effective Amendment No. 15 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.

(c)		Stock Certificate: Not applicable.

(d)(1)		Investment Management Services Agreement, dated March 1, 2011, amended and restated March 7, 2011, between Columbia Management Investment Advisers, LLC and Registrant, is filed herewith as Exhibit (d)(1) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(d)(2)		Form of Subadvisory Agreement between Columbia Management Investment Advisers, LLC, and a Subadviser filed electronically on or about April 14, 2010 as Exhibit (d)(2) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(d)(3)		Subadvisory Agreement, dated June 11, 2008 between Columbia Management Investment Advisers, LLC, and Threadneedle International Limited, filed electronically on or about Oct. 29, 2008 as Exhibit (d)(3) 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 Columbia Management Investment Advisers, LLC, and Threadneedle International Limited filed electronically on or about Dec. 29. 2009 as Exhibit (d)(4) to RiverSource International Series, Inc. Post-Effective Amendment No. 52 to Registration Statement No. 2-92309 is incorporated by reference.

(d)(5)		Amendment Two to Amended and Restated Subadvisory Agreement, dated March 30, 2011, between Columbia Management Investment Advisers, LLC, and Threadneedle International Limited is filed electronically herewith as Exhibit (d)(5) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.


(e)		Distribution Agreement between Registrant and Columbia Management Investment Distributors, Inc., dated Sept. 7, 2010, amended and restated March 11, 2011, is filed electronically herewith as Exhibit (e) to Registrant’s Post-Effective Amendment No.15 to Registration Statement No. 333-146374.

(f)		Deferred Compensation Plan, amended and restated Jan. 1, 2010, filed electronically on or about Jan. 26, 2011 as Exhibit (f) to RiverSource Tax-Exempt Series, Inc. Post-Effective Amendment No. 62 to Registration Statement No. 2-57328 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)		Administrative Services Agreement dated Jan. 1, 2011, amended and restated March 11, 2011 between Registrant and Columbia Management Investment Advisers, LLC, is filed electronically herewith as Exhibit (h)(1) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(h)(2)		Transfer and Dividend Disbursing Agent Agreement, dated Sept. 7, 2010, amended and restated March 11, 2011, between Registrant and Columbia Management Investment Services Corp., is filed electronically herewith as Exhibit (h)(2) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(h)(3)		Master Fee Cap/Fee Waiver Agreement, dated Oct. 1, 2005, amended and restated April 6, 2010, between Columbia Management Investment Advisers, LLC, Ameriprise Financial, Inc., Columbia Management Investment Services Corp., Columbia Management Investment Distributors, Inc. and the Registrant filed electronically on or about April 29, 2010 as Exhibit (h)(4) to RiverSource Series Trust Post-Effective Amendment No. 10 to Registration Statement No. 333-131683 is incorporated by reference.

(h)(4)		License Agreement, effective May 1, 2006, amended and restated as of Nov. 12, 2008, between Ameriprise Financial, Inc. and the 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, now known as Columbia Funds Variable Series Trust II, 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, now known as Columbia Funds Variable Series Trust II, 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.

(h)(9)		Agreement and Plan of Reorganization, dated December 20, 2010, is filed electronically herewith as Exhibit (h)(9) to Registrant’s Post Effective Amendment No. 15 to Registration Statement No. 333-146374.


(h)(10)		Agreement and Plan of Redomiciling, dated December 20, 2010, is filed electronically herewith as exhibit (h)(10) to Registrant’s Post Effective Amendment No. 15 to Registration Statement No. 333-146374.

(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 is filed electronically herewith.

(k)		Omitted Financial Statements: Not Applicable.

(l)		Initial Capital Agreement: Not Applicable.

(m)		Plan and Agreement of Distribution between Registrant and Columbia Management Investment Distributors, Inc., dated May 1, 2009, amended and restated March 11, 2011, is filed electronically herewith as Exhibit (m) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(n)		Rule 18f — 3(d) Plan, amended and restated April 6, 2010, filed electronically on or about April 29, 2010 as Exhibit (n) to Registrant’s Post-Effective Amendment No. 9 to Registration Statement No. 333-146374 is incorporated by reference.

(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 RiverSource Variable Series Trust 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 investment adviser and principal underwriter, dated May 1, 2010, filed electronically on or about May 27, 2010 as Exhibit (p)(2) to RiverSource Strategy Series, Inc. Post-Effective Amendment No. 58 to Registration Statement No. 2-89288 is incorporated by reference.

(p)(3)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Davis New York Venture Fund’s Subadviser Davis Selected Advisers, L.P., as amended effective Aug. 1, 2009, is filed electronically herewith as Exhibit (p)(3) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(4)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio — Partners 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)(5)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio — Small Cap Value Funds’ Subadviser Barrow, Hanley, Mewhinney & Strauss, Inc., dated Dec. 31, 2009, is filed electronically herewith as Exhibit (p)(5) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(6)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Partners Small Cap Value Fund’s Subadviser River Road Asset Management, LLC, dated Jan 1, 2010, is filed electronically herewith as Exhibit (p)(6) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(7)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Partners Small Cap Value Fund’s Subadviser Denver Investment Advisors LLC effective Jan. 11, 2011, is filed electronically herewith as Exhibit (p)(7) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(8)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Partners Small Cap Value Fund’s Subadviser Turner Investment Partners, Inc., dated March 1, 2008, filed electronically on or about April 14, 2010 as Exhibit (p)(11) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 is incorporated by reference.


(p)(9)		Code of Ethics, dated Nov. 30, 2009, adopted under Rule 17j-1, for Columbia Absolute Return Emerging Markets Macro, Columbia Asia Pacific ex-Japan Fund, Columbia Emerging Markets Opportunity, Columbia European Equity, Columbia Global Equity, Columbia Global Extended Alpha, Columbia Variable Portfolio — Emerging Markets Opportunity and Columbia Variable Portfolio — International Opportunity Funds’ Subadviser ,Threadneedle International Ltd., is filed electronically herewith as Exhibit (p)(9) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(10)		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., dated Jan. 1, 2009, filed electronically on or about April 14, 2010 as Exhibit (p)(11) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(11)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Invesco International Growth Fund’s Subadviser Invesco Advisers, Inc., dated Jan. 1, 2010, filed electronically on or about April 14, 2010 as Exhibit (p)(12) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(12)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Morgan Stanley Global Real Estate Fund’s Subadviser Morgan Stanley Investment Management Inc., dated Sept. 17, 2010, is filed electronically herewith as Exhibit (p)(12) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(13)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — MFS Value Fund’s Subadviser Massachusetts Financial Services Company, dated Feb. 22, 2010, is filed electronically herewith as Exhibit (p)(13) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(14)		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., dated Feb. 1, 2010, is filed electronically herewith as Exhibit (p)(14) to Registrant’s Post-Effective Amendment No. 15 o Registration Statement No. 333-146374.

(p)(15)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — NFJ Dividend Value Fund’s Subadviser NFJ Investment Group LLC, dated Oct. 1, 2009, filed electronically on or about April 14, 2010 as Exhibit (p)(16) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(16)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — PIMCO Mortgage-Backed Securities Fund’s Subadviser Pacific Investment Management Company, LLC, dated May 1, 2009, filed electronically on or about April 14, 2010 as Exhibit (p)(17) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(17)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Partners Small Cap Growth Fund’s Subadviser TCW Investment Management Company, dated August 1, 2009, filed electronically on or about April 14, 2010 as Exhibit (p)(19) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(18)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Partners Small Cap Growth Fund’s Subadviser The London Company dated, Dec. 9, 2009, filed electronically on or about April 14, 2010 as Exhibit (p)(20) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(19)		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 dated April 1, 2010, is filed electronically herewith as Exhibit (p)(19) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(20)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Nuveen Winslow Large Cap Growth Fund’s Subadviser Winslow Capital Management, Inc., dated Jan. 1, 2011, is filed electronically herewith as


		Exhibit (p)(20) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(21)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — AllianceBernstein International Value Fund’s Subadviser AllianceBernstein L.P., dated April 1, 2010, is filed electronically herewith as Exhibit (p)(21) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(22)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Mondrian International Small Cap Fund’s Subadviser Mondrian Investment Partners Limited, dated Jan. 1. 2007, filed electronically on or about April 14, 2010 as Exhibit (p)(24) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(23)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Marsico Growth Fund’s Subadviser Marsico Capital Management, LLC, dated Sept. 1, 2008, filed electronically on or about April 14, 2010 as Exhibit (p)(25) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(24)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Eaton Vance Floating-Rate Income Fund’s Subadviser Eaton Vance Management, dated May, 15, 2010, is filed electronically herewith as Exhibit (p)(24) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(25)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Columbia Wanger International Equities Fund and Columbia Wanger U.S. Equities Fund’s Subadviser Columbia Wanger Asset Management, LLC, dated March 12, 2010, is filed electronically herewith as Exhibit (p)(25) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(26)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Goldman Sachs Mid Cap Value Fund’s Subadviser Goldman Sachs Asset Management, L.P., dated Jan, 15 2010, is filed electronically herewith as Exhibit (p)(26) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(27)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Jennison Mid Cap Growth Fund’s Subadviser Jennison Associates, LLC, dated June, 30 2010, is filed electronically herewith as Exhibit (p)(27) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(28)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Pyramis International Equity Fund’s Subadviser Pyramis Global Advisors, LLC, dated 2011, is filed electronically herewith as Exhibit (p)(28) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(q)		Directors/Trustees Power of Attorney to sign Amendments to this Registration Statement, dated April 6, 2010, filed electronically on or about April 14, 2010 as Exhibit (q) to Registrant’s Post-Effective Amendment No. 8 to Registration Statement No. 333-146374 is incorporated by reference.

Item 29. Persons Controlled by or Under Common Control with Registrant:

Columbia Management Investment Advisers, LLC (the investment manager or Columbia Management), formerly RiverSource Investments, LLC, as sponsor of the funds in the fund family that includes the Columbia, RiverSource, Seligman and Threadneedle funds (the Fund Family), may make initial capital investments in funds in the Fund Family (seed accounts). Columbia Management also serves as investment manager of certain funds-of-funds in the Fund Family that invest primarily in shares of affiliated funds (the “underlying funds”). Columbia Management does not make initial capital investments or invest in underlying funds for the purpose of exercising control. However, since these ownership interests may be significant, in excess of 25%, such that Columbia Management may be deemed to control certain funds in the Fund Family, procedures have been put in place to assure that public shareholders determine the outcome of all actions taken at shareholder meetings. Specifically, Columbia Management (which votes proxies for the seed accounts) and the Boards of Directors or Trustees of the affiliated funds-of-funds (which votes proxies for the affiliated funds-of-funds) vote on each proposal in the same proportion that other shareholders vote on the proposal.

Item 30. Indemnification

The Declaration of Trust of the Registrant provides that the Registrant 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 director/trustee, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director/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 Registrant 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 directors/trustees or officers of the Registrant 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 Registrant 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 directors/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 director/trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director/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 directors/trustees, officers, employees or agents might otherwise be entitled. No indemnification shall be made in violation of the Investment Company Act of 1940.

Item 31. Business and Other Connections of the Investment Adviser

To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (Columbia Management), the Registrant’s investment adviser, or AllianceBernstein L.P., the subadviser to Variable Portfolio (VP) — AllianceBernstein International Value Fund, American Century Investment Management, Inc., the subadviser to VP — American Century Diversified Bond Fund and VP — American Century Growth Fund, Columbia Wanger Asset Management LLC, the subadviser to VP — Columbia Wanger International Equities Fund and VP — Columbia Wanger U.S. Equities Fund, Davis Select Advisers, L.P., the subadviser to VP — Davis New York Venture Fund, Eaton Vance Management, the subadviser to VP — Eaton Vance Floating-Rate Income Fund, Goldman Sachs Asset Management, L.P. the subadviser to VP- Goldman Sachs Mid Cap Value Fund, Invesco Advisers, Inc., the subadviser to VP — Invesco International Growth Fund, J.P. Morgan Investment Management Inc., the subadiver to VP — J.P. Morgan Core Bond Fund, Jennison Associates LLC, the subadviser to VP — Jennison Mid Cap Growth Fund, Massachusetts Financial Services Company, the subadviser to VP - MFS Value Fund, Marsico Capital Management, LLC, the subadviser to VP — Marsico Growth Fund, Mondrian Investment Limited, the subadviser to VP — Mondrian International Small Cap Fund, Morgan Stanley Investment Management, Inc., the subadviser to VP- Morgan Stanley Global Real Estate Fund , NFJ Investment Group LLC the subadviser to VP — NFJ Dividend Value Fund, Winslow Capital Management, Inc. the subadviser to VP — Nuveen Winslow Large Cap Growth Fund, TCW Investment Management Company, The London Company of Virginia and Wells Capital Management Incorporated, the subadvisers to VP- Partners Small Cap Growth Fund, Barrow, Hanley, Mewhinney & Strauss, Inc., Denver Investment Advisors LLC, Donald Smith & Co., Inc. River Road Asset Management, LLC and Turner Investment Partners, Inc. the subadvisers to VP — Partners Small Cap Value Fund, Pacific Investment Management LLC, the subadviser to VP — PIMCO Mortgage Backed Securities Fund, Pyramis Global Advisors, LLC the subadviser to VP -Pyramis International Equity Fund, Threadneedle International Limited, the subadvisers to Columbia VP — Emerging Markets Opportunity Fund and Columbia VP — International Fund and Wells Capital Management Incorporated the subadviser to VP - Wells Fargo Short Duration Government Fund except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.

(a)

Columbia Management, a wholly owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management and the directors and principal officers of Columbia Management is also included in the Form

		ADV filed by Columbia Management (formerly, RiverSource Investments, LLC) with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with Columbia Management, except that certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries. Prior to May 1, 2010, when Ameriprise Financial, Inc. acquired the long-term asset management business of Columbia Management Group, LLC from Bank of America, N.A., certain current directors and officers of CMIA held various positions with, and engaged in business for, Columbia Management Group, LLC or other direct or indirect subsidiaries of Bank of America Corporation.

(b)		AllianceBernstein L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of AllianceBernstein L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by AllianceBernstein L.P. and is incorporated herein by reference. Information about the business of AllianceBernstein L.P. and the directors and principal executive officers of AllianceBernstein L.P. is also included in the Form ADV filed by AllianceBernstein L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-56720), which is incorporated herein by reference.

(c)		American Century Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of American Century Investment Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by American Century Investment Management, Inc. and is incorporated herein by reference. Information about the business of American Century Investment Management, Inc. and the directors and principal executive officers of American Century Investment Management, Inc. is also included in the Form ADV filed by American Century Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-8174), which is incorporated herein by reference.

(d)		Barrow, Hanley, Mewhinney & Strauss, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Barrow, Hanley, Mewhinney & Strauss, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Barrow, Hanley, Mewhinney & Strauss, Inc. and is incorporated herein by reference. Information about the business of Barrow, Hanley, Mewhinney & Strauss, Inc. and the directors and principal executive officers of Barrow, Hanley, Mewhinney & Strauss, Inc. is also included in the Form ADV filed by Barrow, Hanley, Mewhinney & Strauss, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-31237), which is incorporated herein by reference.

(e)		Columbia Wanger Asset Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Columbia Wanger Asset Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Columbia Wanger Asset Management, Inc. and is incorporated herein by reference. Information about the business of Columbia Wanger Asset Management, Inc. and the directors and principal executive officers of Columbia Wanger Asset Management, Inc. is also included in the Form ADV filed by Columbia Wanger Asset Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41391), which is incorporated herein by reference.

(f)		Davis Selected Advisers, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Davis Selected Advisers, L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Davis Selected Advisers, L.P. and is incorporated herein by reference. Information about the business of Davis Selected Advisers, L.P. and the directors and principal executive officers of Davis Selected Advisers, L.P. is also included in the Form ADV filed by Davis Selected Advisers, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-31648), which is incorporated herein by reference.

(g)		Denver Investment Advisors LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Denver Investment Advisors LLC is set forth in the Prospectuses

		and Statement of Additional Information of the Registrant’s series that are subadvised by Denver Investment Advisors LLC and is incorporated herein by reference. Information about the business of Denver Investment Advisors LLC and the directors and principal executive officers of Denver Investment Advisors LLC is also included in the Form ADV filed by Denver Investment Advisors LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47933), which is incorporated herein by reference.

(h)		Donald Smith & Co., Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Donald Smith & Co., Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Donald Smith & Co., Inc. and is incorporated herein by reference. Information about the business of Donald Smith & Co., Inc. and the directors and principal executive officers of Donald Smith & Co., Inc. is also included in the Form ADV filed by Donald Smith & Co., Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-10798), which is incorporated herein by reference.

(i)		Eaton Vance Management performs investment management services for the Registrant and certain other clients. Information regarding the business of Eaton Vance Management is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Eaton Vance Management and is incorporated herein by reference. Information about the business of Eaton Vance Management and the directors and principal executive officers of Eaton Vance Management is also included in the Form ADV filed by Eaton Vance Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15930), which is incorporated herein by reference.

(j)		Goldman Sachs Asset Management, L.P. performs investment management services for the Registrant and certain other clients. Information regarding the business of Goldman Sachs Asset Management, L.P. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Goldman Sachs Asset Management, L.P. and is incorporated herein by reference. Information about the business of Goldman Sachs Asset Management, L.P. and the directors and principal executive officers of Goldman Sachs Asset Management, L.P. is also included in the Form ADV filed by Goldman Sachs Asset Management, L.P. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-37591), which is incorporated herein by reference.

(k)		Invesco Advisers, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Invesco Advisers, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Invesco Advisers, Inc. and is incorporated herein by reference. Information about the business of Invesco Advisers, Inc. and the directors and principal executive officers of Invesco Advisers Inc. is also included in the Form ADV filed by Invesco Advisers, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-33949), which is incorporated herein by reference.

(l)		J.P. Morgan Investment Management Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of J.P. Morgan Investment Management Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by J.P. Morgan Investment Management Inc. and is incorporated herein by reference. Information about the business of J.P. Morgan Investment Management Inc. and the directors and principal executive officers of J.P. Morgan Investment Management Inc. is also included in the Form ADV filed by J.P. Morgan Investment Management Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21011), which is incorporated herein by reference.

(m)		Jennison Associates LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Jennison Associates LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Jennison Associates LLC and is incorporated herein by reference. Information about the business of Jennison Associates LLC and the directors and principal executive officers of Jennison Associates LLC is also included in the Form ADV filed by Jennison

		Associates LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-5608), which is incorporated herein by reference.

(n)		Marsico Capital Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Marsico Capital Management, LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Marsico Capital Management, LLC and is incorporated herein by reference. Information about the business of Marsico Capital Management, LLC and the directors and principal executive officers of Marsico Capital Management, LLC is also included in the Form ADV filed by Marsico Capital Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-54914), which is incorporated herein by reference.

(o)		Massachusetts Financial Services Company performs investment management services for the Registrant and certain other clients. Information regarding the business of Massachusetts Financial Services Company is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Massachusetts Financial Services Company and is incorporated herein by reference. Information about the business of Massachusetts Financial Services Company and the directors and principal executive officers of Massachusetts Financial Services Company is also included in the Form ADV filed by Massachusetts Financial Services Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-17352), which is incorporated herein by reference.

(p)		Mondrian Investment Partners Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Mondrian Investment Partners Limited is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Mondrian Investment Partners Limited and is incorporated herein by reference. Information about the business of Mondrian Investment Partners Limited and the directors and principal executive officers of Mondrian Investment Partners Limited is also included in the Form ADV filed by Mondrian Investment Partners Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-37702), which is incorporated herein by reference.

(q)		Morgan Stanley Investment Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Morgan Stanley Investment Management, Inc. is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Morgan Stanley Investment Management, Inc. and is incorporated herein by reference. Information about the business of Morgan Stanley Investment Management, Inc. and the directors and principal executive officers of Morgan Stanley Investment Management, Inc. is also included in the Form ADV filed by Morgan Stanley Investment Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-15757), which is incorporated herein by reference.

(r)		NFJ Investment Group LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of NFJ Investment Group LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by NFJ Investment Group LLC and is incorporated herein by reference. Information about the business of NFJ Investment Group LLC and the directors and principal executive officers of NFJ Investment Group LLC is also included in the Form ADV filed by NFJ Investment Group LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-47940), which is incorporated herein by reference.

(r)		Pacific Investment Management Company LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Pacific Investment Management Company LLC is set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Pacific Investment Management Company LLC and is incorporated herein by reference. Information about the business of Pacific Investment Management Company LLC and the directors and principal executive officers of Pacific Investment Management Company LLC is also included in the Form ADV filed by Pacific Investment Management Company LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-48187), which is incorporated herein by reference.

(s)		Pyramis Global Advisors, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of Pyramis Global Advisors, LLC set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Pyramis Global Advisors, LLC and is incorporated herein by reference. Information about the business of Pyramis Global Advisors, LLC and the directors and principal executive officers of Pyramis Global Advisors, LLC is also included in the Form ADV filed by Pyramis Global Advisors, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63658), which is incorporated herein by reference.

(t)		River Road Asset Management, LLC performs investment management services for the Registrant and certain other clients. Information regarding the business of River Road Asset Management, LLC set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by River Road Asset Management, LLC and is incorporated herein by reference. Information about the business of River Road Asset Management, LLC and the directors and principal executive officers of River Road Asset Management, LLC is also included in the Form ADV filed by River Road Asset Management, LLC with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-64175), which is incorporated herein by reference.

(u)		TCW Investment Management Company performs investment management services for the Registrant and certain other clients. Information regarding the business of TCW Investment Management Company set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by TCW Investment Management Company and is incorporated herein by reference. Information about the business of TCW Investment Management Company and the directors and principal executive officers of TCW Investment Management Company is also included in the Form ADV filed by TCW Investment Management Company with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-29075), which is incorporated herein by reference.

(v)		The London Company of Virginia performs investment management services for the Registrant and certain other clients. Information regarding the business of The London Company of Virginia set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by The London Company of Virginia and is incorporated herein by reference. Information about the business of The London Company of Virginia and the directors and principal executive officers of The London Company of Virginia is also included in the Form ADV filed by The London Company of Virginia with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-46604), which is incorporated herein by reference.

(w)		Threadneedle International Limited performs investment management services for the Registrant and certain other clients. Information regarding the business of Threadneedle International Limited set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Threadneedle International Limited and is incorporated herein by reference. Information about the business of Threadneedle International Limited and the directors and principal executive officers of Threadneedle International Limited is also included in the Form ADV filed by Threadneedle International Limited with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-63196), which is incorporated herein by reference.

(x)		Turner Investment Partners, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Turner Investment Partners, Inc. set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Turner Investment Partners, Inc. and is incorporated herein by reference. Information about the business of Turner Investment Partners, Inc. and the directors and principal executive officers of Turner Investment Partners, Inc. is also included in the Form ADV filed by Turner Investment Partners, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-36220), which is incorporated herein by reference.

(y)		Wells Capital Management Incorporated performs investment management services for the Registrant and certain other clients. Information regarding the business of Wells Capital Management Incorporated set forth in

		the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Wells Capital Management Incorporated and is incorporated herein by reference. Information about the business of Wells Capital Management Incorporated and the directors and principal executive officers of Wells Capital Management Incorporated is also included in the Form ADV filed by Wells Capital Management Incorporated with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-21122), which is incorporated herein by reference.

(z)		Winslow Capital Management, Inc. performs investment management services for the Registrant and certain other clients. Information regarding the business of Winslow Capital Management, Inc. set forth in the Prospectuses and Statement of Additional Information of the Registrant’s series that are subadvised by Winslow Capital Management, Inc. and is incorporated herein by reference. Information about the business of Winslow Capital Management, Inc. and the directors and principal executive officers of Winslow Capital Management, Inc. is also included in the Form ADV filed by Winslow Capital Management, Inc. with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-41316), which is incorporated herein by reference.

Item 32. Principal Underwriter

(a)		Columbia Management Investment Distributors, Inc. acts as principal underwriter for the following investment companies, including the Registrant:

		Columbia Acorn Trust; Columbia Funds Series Trust; Columbia Funds Series Trust I; Columbia Funds Series Trust II; Columbia Funds Variable Insurance Trust; Columbia Funds Variable Insurance Trust I; 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.; Columbia 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.; Columbia Seligman Communications and Information Fund, Inc.; Columbia Frontier Fund, Inc., Seligman Growth Fund, Inc.; Seligman Global Fund Series; Inc.; Seligman LaSalle Real Estate Fund Series, Inc.; Seligman Municipal Fund Series, Inc.; Seligman Municipal Series Trust; Seligman Portfolios, Inc.; Seligman Value Fund Series, Inc., and Wanger Advisors Trust. Columbia Management Investment Distributors, Inc. acts as placement agent for Columbia Funds Master Investment Trust, LLC.

(b)		As to each director, principal officer or partner of Columbia Management Investment Distributors, Inc.


Name and Principal	Position and Offices	Positions and Offices
Business Address*	with Principal Underwriter	with Registrant
William F. Truscott	Director (Chairman)	Board Member, Vice President
Michael A. Jones	Director; President	Vice President
Beth Ann Brown	Director; Senior Vice President
Amy Unckless	Director; Chief Administrative Officer	None
Jeffrey F. Peters	Senior Vice President	None
Dave K. Stewart	Chief Financial Officer	None
Scott Roane Plummer	Vice President, Chief Counsel and Assistant Secretary	Vice President, Secretary and General Counsel
Stephen O. Buff	Vice President, Chief Compliance Officer	None
Christopher Thompson	Senior Vice President and Head of Investment Products and Marketing	None


Name and Principal	Position and Offices	Positions and Offices
Business Address*	with Principal Underwriter	with Registrant
Brian Walsh	Vice President, Strategic Relations	None
Frank Kimball	Vice President, Asset Management Distribution Operations and Governance	None
Thomas R. Moore	Secretary	None
Michael E. DeFao	Vice President and Assistant Secretary	None
Paul Goucher	Vice President and Assistant Secretary	Assistant Secretary
Tara Tilbury	Vice President and Assistant Secretary	Assistant Secretary
Nancy W. LeDonne	Vice President and Assistant Secretary	None
Ryan C. Larrenega	Vice President and Assistant Secretary	None
Joseph L. D’Alessandro	Vice President and Assistant Secretary	Assistant Secretary
Christopher O. Petersen	Vice President and Assistant Secretary	Assistant Secretary
Eric T. Brandt	Vice President and Assistant Secretary	None
Neysa Alecu	Anti-Money Laundering Officer and Identity Theft Prevention Officer	Money Laundering Prevention Officer and Identity Theft Prevention Officer
Kevin Wasp	Ombudsman	None
Lee Faria	Conflicts Officer	None


*		The principal business address of Columbia Management Investment Distributors, Inc. is 225 Franklin Street, Boston MA 02110.

(c)

Not Applicable.

Item 33. Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:

•		Fund headquarters, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402;

•		Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110;

•		Registrant’s subadvisers, AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105;

•		American Century Investment Management, Inc., 4500 Main Street, Kansas City, Missouri 64111;

•		Barrow, Hanley, Mewhinney & Strauss, Inc., 2200 Ross Avenue, 31 ^st Floor, Dallas, Texas 75201;

•		Columbia Wanger Asset Management LLC, 227 West Monroe Street, Chicago, Illinois 60606;

•		Davis Selected Advisers, L.P., 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706;

•		Denver Investment Advisors LLC, 1225 17 ^th Street, 26 ^th Floor, Denver, Colorado 80202;

•		Donald Smith & Co., Inc., 152 West 57 ^th Street, 22 ^nd Floor, New York, New York 10019;

•		Eaton Vance Management, Two International Place Boston, Massachusetts 02110;

•		Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282;

•		Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, Georgia 30309;

•		J.P. Morgan Investment Management Inc., 270 Park Avenue, New York, New York 10017;

•		Jennison Associates LLC, 466 Lexington Avenue, New York, New York 10017;

•		Marsico Capital Management, LLC, 1200 17 ^th Street, Suite 1600, Denver, Colorado 80202;

•		Massachusetts Financial Services Company, 500 Boylston Street, Boston, Massachusetts 02116;

•		Mondrian Investment Partners Limited, 10 Gresham Street, 5 ^th Floor, London, United Kingdom EC2V7JD;

•		Morgan Stanley Investment Management, Inc., 522 Fifth Avenue, New York, New York 10036;

•		NFJ Investment Group LLC, 2100 Ross Avenue, Suite 700, Dallas TX 75201;

•		Pacific Investment Management Company LLC, 840 Newport Center Drive, Newport Beach, CA 92660;

•		Pyramis Global Advisors, LLC, 900 Salem Street, Smithfield, Rhode Island 02917;

•		River Road Asset Management, LLC, 462 South Fourth Street, Suite 1600 Louisville, Kentucky 40202;

•		TCW Investment Management Company, 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017;

•		The London Company of Virginia, 1801 Bayberry Court, Suite 301, Richmond, Virginia 23226;

•		Threadneedle International Limited, London EC3A 8JQ, United Kingdom;

•		Turner Investment Partners, Inc., 1205 Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312;

•		Wells Capital Management Incorporated, 525 Market Street, San Francisco, California 94105;

•		Winslow Capital Management, Inc, 4720 IDS Tower, 80 South Eighth Street, Minneapolis, MN 55402;

•		Registrant’s principal underwriter, Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA 02110;

•		Registrant’s transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA 02110; and

•		Registrant’s custodian, JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, NY 10005.

In addition, 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. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121.

Item 34. Management Services

Not Applicable.

Item 35. Undertakings

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant, COLUMBIA FUNDS VARIABLE SERIES TRUST II, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement under Rule 485(b) 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 and the City of Boston, and in the State of Massachusetts on the 27th day of April, 2011.


COLUMBIA FUNDS VARIABLE SERIES TRUST II
By	/s/ J. Kevin Connaughton
	J. Kevin Connaughton
	President

Pursuant to the requirements of the Securities Act, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 27th day of April, 2011.


Signature		Capacity

/s/ J. Kevin Connaughton J. Kevin Connaughton		President (Principal Executive Officer)

/s/ Michael G. Clarke Michael G. Clarke		Chief Financial Officer (Principal Financial Officer)

/s/ Paul D. Pearson Paul D. Pearson		Chief Accounting Officer (Principal Accounting Officer)

/s/ Stephen R. Lewis, Jr.* Stephen R. Lewis, Jr.		Chair of the Board

/s/ Kathleen A. Blatz* Kathleen A. Blatz		Trustee

/s/ Pamela G. Carlton* Pamela G. Carlton		Trustee

/s/ Patricia M. Flynn* Patricia M. Flynn		Trustee

/s/ John F. Maher* John F. Maher		Trustee

/s/ Catherine James Paglia* Catherine James Paglia		Trustee

/s/ Leroy C. Richie* Leroy C. Richie		Trustee

/s/ Alison Taunton-Rigby* Alison Taunton-Rigby		Trustee

/s/ William F. Truscott* William F. Truscott		Trustee


*		Signed pursuant to Directors/Trustees Power of Attorney, dated April 6, 2010, filed electronically on or about April 14, 2010 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. 15 to Registration Statement
No. 333-146374

This Post-Effective Amendment contains the following papers and documents:

The facing sheet.

Part A.

The prospectus for:

Columbia Variable Portfolio — Limited Duration Credit Fund
Variable Portfolio — Alliance Bernstein International Value Fund
Variable Portfolio — American Century Diversified Bond Fund
Variable Portfolio — American Century Growth Fund
Variable Portfolio — Columbia Wanger International Equities Fund
Variable Portfolio — Columbia Wanger U.S. Equities Fund
Variable Portfolio — Eaton Vance Floating-Rate Income 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 — Nuveen Winslow Large Cap Growth Fund
Variable Portfolio — Partners Small Cap Growth Fund
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund
Variable Portfolio — Pyramis International Equity Fund
Variable Portfolio — Wells Fargo Short Duration Government Fund

The prospectus for:

Variable Portfolio —Conservative Portfolio
Variable Portfolio —Moderately Conservative Portfolio
Variable Portfolio —Moderate Portfolio
Variable Portfolio —Moderately Aggressive Portfolio
Variable Portfolio —Aggressive Portfolio

The prospectus for:

Columbia Variable Portfolio — Core Equity Fund

The prospectus for:

Columbia Variable Portfolio — Seligman Global Technology Fund

Part B.

The Statement of Additional Information for:

Columbia Variable Portfolio — Balanced Fund
Columbia Variable Portfolio — Cash Management Fund
Columbia Variable Portfolio — Core Equity Fund
Columbia Variable Portfolio — Diversified Bond Fund
Columbia Variable Portfolio — Diversified Equity Income Fund
Columbia Variable Portfolio — Dynamic Equity Fund
Columbia Variable Portfolio — Emerging Markets Opportunity Fund
Columbia Variable Portfolio — Global Bond Fund
Columbia Variable Portfolio — Global Inflation Protected Securities Fund
Columbia Variable Portfolio — High Yield Bond Fund
Columbia Variable Portfolio — Income Opportunities Fund
Columbia Variable Portfolio — International Opportunity Fund
Columbia Variable Portfolio — Large Cap Growth Fund
Columbia Variable Portfolio — Mid Cap Growth Opportunity Fund
Columbia Variable Portfolio — Mid Cap Value Opportunity Fund
Columbia Variable Portfolio — S&P 500 Index Fund
Columbia Variable Portfolio — Select Large-Cap Value Fund
Columbia Variable Portfolio — Select Smaller-Cap Value Fun
Columbia Variable Portfolio — Seligman Global Technology Fund
Columbia Variable Portfolio — Short Duration U.S. Government Fund
Variable Portfolio — Davis New York Venture Fund
Variable Portfolio — Goldman Sachs Mid Cap Value Fund
Variable Portfolio — Partners Small Cap Value Fund

The Statement of Additional Information for:

Variable Portfolio —Conservative Portfolio
Variable Portfolio —Moderately Conservative Portfolio

Variable Portfolio —Moderate Portfolio
Variable Portfolio —Moderately Aggressive Portfolio
Variable Portfolio —Aggressive Portfolio

Financial Information.

Other information.

The signatures.

EXHIBIT INDEX


(a)(6)		Amendment No. 6 to the Agreement and Declaration of Trust effective Nov. 11, 2010.

(a)(7)		Amendment No. 7 to the Agreement and Declaration of Trust effective January 13, 2011.

(d)(1)		Investment Management Services Agreement, dated March 1, 2011, amended and restated March 7, 2011 between Columbia Management Investment Advisers, LLC and Registrant.

(d)(5)		Amendment Two to Amended and Restated Subadvisory Agreement, dated March 30, 2011, between Columbia Management Investment Advisers, LLC, and Threadneedle International Limited.

(e)		Distribution Agreement between Registrant and Columbia Management Investment Distributors, Inc., dated Sept. 7, 2010, amended and restated March 11, 2011.

(h)(1)		Administrative Services Agreement dated Jan. 1, 2011, amended and restated March 11, 2011 between Registrant and Columbia Management Investment Advisers, LLC.

(h)(2)		Transfer and Dividend Disbursing Agent Agreement, dated Sept. 7, 2010, amended and restated March 11, 2011 between Registrant and Columbia Management Investment Services Corp.

(h)(9)		Agreement and Plan of Reorganization, dated December 20, 2010.

(h)(10)		Agreement and Plan of Redomiciling, dated December 20, 2010.

(i)		Opinion and consent of counsel as to the legality of the securities being registered.

(j)		Consent of Independent Registered Public Accounting Firm.

(m)		Plan and Agreement of Distribution between Registrant and Columbia Management Investment Distributors, Inc., dated May 1, 2009, amended and restated March 11, 2011.

(p)(3)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Davis New York Venture Fund’s Subadviser Davis Selected Advisers, L.P., as amended effective Aug. 1, 2009.

(p)(5)		Code of Ethics adopted under Rule 17j-1 for Columbia Multi-Advisor Small Cap Value and Variable Portfolio — Small Cap Value Funds’ Subadviser Barrow, Hanley, Mewhinney & Strauss, Inc., dated Dec. 31, 2009.

(p)(6)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Partners Small Cap Value Fund’s Subadviser River Road Asset Management, LLC, dated Jan 1, 2010.

(p)(7)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Partners Small Cap Value Fund’s Subadviser Denver Investment Advisors LLC effective Jan. 11, 2011.

(p)(9)		Code of Ethics, dated Nov. 30, 2009, adopted under Rule 17j-1, for Columbia Absolute Return Emerging Markets Macro, Columbia Asia Pacific ex-Japan Fund, Columbia Emerging Markets Opportunity, Columbia European Equity, Columbia Global Equity, Columbia Global Extended Alpha, Columbia Variable Portfolio — Emerging Markets Opportunity and Columbia Variable Portfolio — International Opportunity Funds’ Subadviser, Threadneedle International Ltd.

(p)(12)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Morgan Stanley Global Real Estate Fund’s Subadviser Morgan Stanley Investment Management Inc., dated Sept. 17, 2010.

(p)(13)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — MFS Value Fund’s Subadviser Massachusetts Financial Services Company, dated Feb. 22, 2010.

(p)(14)		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., dated Feb. 1, 2010.


(p)(19)		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 dated April 1, 2010.

(p)(20)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Nuveen Winslow Large Cap Growth Fund’s Subadviser Winslow Capital Management, Inc., dated Jan. 1, 2011.

(p)(21)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — AllianceBernstein International Value Fund’s Subadviser AllianceBernstein L.P., dated April 1, 2010.

(p)(24)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Eaton Vance Floating-Rate Income Fund’s Subadviser Eaton Vance Management, dated May, 15, 2010.

(p)(25)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Columbia Wanger International Equities Fund and Columbia Wanger U.S. Equities Fund’s Subadviser Columbia Wanger Asset Management, LLC, dated March 12, 2010.

(p)(26)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Goldman Sachs Mid Cap Value Fund’s Subadviser Goldman Sachs Asset Management, L.P., dated Jan, 15 2010 is filed electronically herewith as Exhibit (p)(26) to Registrant’s Post-Effective Amendment No. 15 to Registration Statement No. 333-146374.

(p)(27)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Jennison Mid Cap Growth Fund’s Subadviser Jennison Associates, LLC, dated June, 30 2010.

(p)(28)		Code of Ethics adopted under Rule 17j-1 for Variable Portfolio — Pyramis International Equity Fund’s Subadviser Pyramis Global Advisors, LLC, dated 2011.

Exhibit (a)(6)

RIVERSOURCE VARIABLE SERIES TRUST

AMENDMENT NO. 6 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 renaming of Variable Portfolio — UBS Large Cap Growth Fund to Variable Portfolio — Nuveen Winslow Large Cap Growth 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 — Columbia Wanger International Equities Fund
Variable Portfolio — Columbia Wanger U.S. Equities 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 — 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 — Nuveen Winslow Large Cap Growth 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 — Wells Fargo Short Duration Government Fund

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 in the Declaration of Trust, together with such other rights and preferences relative to such other classes as are set forth in the Trust’s Rule 18f-3 Plan, registration statement as from time to time amended, and any applicable 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 November 11, 2010.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has signed this Amendment No. 6 to the Agreement and Declaration of Trust on November 11, 2010.


/s/ Kathleen A. Baltz Kathleen A. Blatz*		/s/ Stephen R. Lewis Stephen R. Lewis, Jr. *

/s/ Arne H. Carlson Arne H. Carlson*		/s/ John F. Maher John F. Maher*

/s/ Pamela G. Carlton Pamela G. Carlton*		/s/ Catherine James Paglia Catherine James Paglia*

/s/ Patricia M. Flynn Patricia M. Flynn*		/s/ Leroy C. Richie Leroy C. Richie*

/s/ Anne P. Jones Anne P. Jones*		/s/ Alison Taunton-Rigby Alison Taunton-Rigby*

/s/ Jeffrey Laikind Jeffrey Laikind*		/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

Exhibit (a)(7)

RIVERSOURCE VARIABLE SERIES TRUST

AMENDMENT NO. 7 TO THE
AGREEMENT AND DECLARATION OF TRUST

WHEREAS, Section 1 of Article I of the Agreement and Declaration of Trust (the “Declaration of Trust”), dated September 11, 2007, of RiverSource Variable Series Trust (the “Trust”), 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 name of the Trust without authorization by vote of the Shareholders of the Trust.

WHEREAS, Section 8 of Article VIII of the Declaration of Trust of the Trust, authorizes the Trustees of the Trust to amend the Declaration of Trust by an instrument in writing signed by a majority of the Trustees.

NOW, THEREFORE, The undersigned, being at least a majority of the Trustees of RiverSource Variable Series Trust, do hereby certify that we have determined to conduct the business of the Trust under the name “Columbia Funds Variable Series Trust II” and have authorized the creation of additional Series of the Trust, and have authorized the following amendment to said Declaration of Trust:

Section 1 of Article I is hereby amended to read in its entirety as follows:

Section 1. This Trust shall be known as “Columbia Funds Variable Series Trust II” and the Trustees shall conduct the business of the Trust under the name or any other name as they may from time to time determine.

Section 6 of Article I is hereby amended to read as follows:

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
Columbia Variable Portfolio — Balanced Fund
Columbia Variable Portfolio — Cash Management Fund
Columbia Variable Portfolio — Core Equity Fund
Columbia Variable Portfolio — Diversified Bond Fund
Columbia Variable Portfolio — Diversified Equity Income Fund
Columbia Variable Portfolio — Dynamic Equity Fund
Columbia Variable Portfolio — Emerging Markets Opportunity Fund
Columbia Variable Portfolio — Global Bond Fund
Columbia Variable Portfolio — Global Inflation Protected Securities Fund
Columbia Variable Portfolio — High Yield Bond Fund
Columbia Variable Portfolio — Income Opportunities Fund
Columbia Variable Portfolio — International Opportunity Fund
Columbia Variable Portfolio — Large Cap Growth Fund
Columbia Variable Portfolio — Limited Duration Credit Fund
Columbia Variable Portfolio — Mid Cap Growth Opportunity Fund
Columbia Variable Portfolio — Mid Cap Value Opportunity Fund
Columbia Variable Portfolio — S&P 500 Index Fund

Columbia Variable Portfolio — Select Large — Cap Value Fund
Columbia Variable Portfolio — Select Smaller — Cap Value Fund
Columbia Variable Portfolio — Seligman Global Technology Fund
Columbia Variable Portfolio — Short Duration U.S. Government Fund
RiverSource Variable Portfolio — Strategic Income 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 — Columbia Wanger International Equities Fund
Variable Portfolio — Columbia Wanger U.S. Equities 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 — 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 — Nuveen Winslow Large Cap Growth 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 — Wells Fargo Short Duration Government Fund

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 remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has signed this Amendment No. 7 to the Agreement and Declaration of Trust on January 13, 2011.


/s/ Kathleen A. Baltz Kathleen A. Blatz		/s/ Stephen R. Lewis Stephen R. Lewis, Jr.

/s/ Leroy C. Richie Leroy C. Richie		/s/ John F. Maher John F. Maher

/s/ Pamela G. Carlton Pamela G. Carlton		/s/ Catherine James Paglia Catherine James Paglia

/s/ Patricia M. Flynn Patricia M. Flynn		/s/ Alison Taunton-Rigby Alison Taunton-Rigby

/s/ Anne P. Jones Anne P. Jones		/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

Exhibit (d)(1)

Page 1

INVESTMENT MANAGEMENT SERVICES AGREEMENT
AMENDED AND RESTATED

This Agreement, dated as of March 1, 2011, amended and restated March 7, 2011, is by and between is by and between Columbia Management Investment Advisers, LLC (formerly known as RiverSource Investments, LLC) (the “Investment Manager”), a Minnesota limited liability company and RiverSource Variable Series Trust (the “Registrant”), on behalf of its separate underlying series, as applicable, listed in Schedule A. The terms “Fund” or “Funds” are 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, strategies and policies as from time to time set forth in its then-current prospectus or statement of additional information, or as otherwise established by the Board of Trustees (the “Board”), which investments, 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 recommend changes to investment objectives, strategies and policies to the Board, as the Investment Manager deems appropriate; to perform investment research and prepare and make available to the Fund research and statistical data in connection therewith; and to furnish all other services of whatever nature that the Investment Manager from time to time reasonably determines to be necessary or useful in connection with the investment 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, subject always to oversight by the Board and the authorized officers of the Fund. The Investment Manager agrees: (a) to maintain an adequate organization of competent persons to provide the services and to perform the functions herein mentioned (to the extent that such services and functions have not been delegated to a subadviser); and (b) to maintain adequate oversight over any 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 and will prepare and furnish to the Board such reports, statistical data and other information relating to the investment management of the Fund in such form and at such intervals as the Board may reasonably request. The Fund agrees that the Investment Manager may, at its own expense, subcontract for certain of the services described under this Agreement (including with affiliates of the Investment Manager) with the understanding that the quality and scope of services required to be provided under this Agreement shall not be diminished thereby, and also with the understanding that the Investment Manager shall obtain such approval from the Board and/or Fund shareholders as is required by applicable law, rules and regulations promulgated thereunder, terms of this Agreement, resolutions of the Board and commitments of the Investment Manager. The Investment Manager agrees that, in the event it subcontracts with another party for some or all of the investment management services contemplated by this Agreement with respect to the Fund in reliance on its “manager-of-managers” exemptive order (Investment Company Act Release No. 25664 (July 16, 2002))

Page 2

or a subsequent order containing such conditions, the Investment Manager will retain overall supervisory responsibility for the general management and investment of the Fund and, subject to review and approval by the Board, will set the Fund’s overall investment strategies (consistent with the Fund’s then-current prospectus and statement of additional information); evaluate, select and recommend one or more subadvisers to manage all or a portion of the Fund’s assets; when appropriate, allocate and reallocate the Fund’s assets among multiple subadvisers; monitor and evaluate the investment performance of subadvisers; and implement procedures reasonably designed to ensure that the subadvisers comply with the Fund’s investment objectives, policies and restrictions.

(2)

The Investment Manager shall comply (or cause the Fund to comply, as applicable) with all applicable law, including but not limited to the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “1940 Act”), the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder, the 1933 Act, and the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Fund as a regulated investment company.

(3)		The Investment Manager shall allocate investment opportunities among its clients, including the Fund, in a fair and equitable manner, consistent with its fiduciary obligations to clients. The Fund recognizes that the Investment Manager and its affiliates may from time to time acquire information about issuers or securities that it may not share with, or act upon for the benefit of, the Fund.

(4)		The Investment Manager agrees to vote proxies and to provide or withhold consents, or to provide such support as is required or requested by the Board in conjunction with voting proxies and providing or withholding consents, solicited by or with respect to the issuers of securities in which the Fund’s assets may be invested from time to time, as directed by the Board from time to time.

(5)		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 with respect to the acquisition or disposition of securities. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Investment Manager hereby agrees that all records that it maintains for each Fund under this Agreement are the property of the Registrant and further agrees to surrender promptly to the Registrant any of such records upon request.

(6)		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.

(7)		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 may 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,

Page 3

		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, except where otherwise directed by the Board, 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.

(8)		Except for willful misfeasance, bad faith or negligence on the part of the Investment Manager in the performance of its duties, or reckless disregard by the Investment Manager of its obligations and 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. To the extent permitted by applicable law, 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, in full payment for the services furnished, a fee as set forth in Schedule A.

(2)		The fee shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to any Fund, during any month, the fee paid to the Investment Manager 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.

Page 4

(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)

The Investment Manager shall (a) furnish at its expense such office space, supplies, facilities, equipment, clerical help and other personnel and services as are required to render the services contemplated to be provided by it pursuant to this Agreement and (b) pay the compensation of the trustees or officers of the Fund who are directors, officers or employees of the Investment Manager (except to the extent the Board of the Fund shall have specifically approved the payment by the Fund of all or a portion of the compensation of the Fund’s chief compliance officer or other officer(s)). Except to the extent expressly assumed by the Investment Manager, and except to the extent required by law to be paid or reimbursed by the Investment Manager, the Investment Manager shall have no duty to pay any Fund operating expenses incurred in the organization and operation of the Fund.

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 or otherwise, shall have no authority to act for or represent the Fund.

(2)		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 the Investment Manager and its affiliates and their respective clients 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.

(3)		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 knowingly sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable

Page 5

regulations, United States Securities and Exchange Commission (“SEC”) orders or published SEC staff guidance.

(4)		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, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (4).

(5)		All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to unaffiliated 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 and other relevant policies in effect from time to time.

(6)		This Agreement shall be governed by the internal substantive laws of the Commonwealth of Massachusetts without regard to the conflicts of laws principles thereof.

(7)		A copy of the Registrant’s Agreement and Declaration of Trust, as amended or restated from time to time, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of the Registrant by an officer or trustee of the Registrant in his or her capacity as an officer or trustee of the Registrant and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders of the Registrant individually, but are binding only upon the assets and property of the Registrant. Furthermore, notice is hereby given that the assets and liabilities of each series of the Registrant are separate and distinct and that the obligations of or arising out of this Agreement with respect to the series of the Registrant are several and not joint.

(8)		If any term, provision, agreement, covenant or restriction of this Agreement is held by a court or other authority of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

Page 6

(9)

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original for all purposes and all of which, taken together, shall constitute one and the same instrument.

Part Five: RENEWAL AND TERMINATION

(1)		This Agreement shall continue in effect for two years from the date of its execution, and from year to year thereafter, unless and until terminated by either party as hereinafter provided, only if such continuance is specifically approved at least annually (a) by the Board or by a vote of the majority of the outstanding voting securities 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 1940 Act and any applicable order or interpretation thereof issued by the SEC or its staff. As used in this agreement, the term “majority of the outstanding voting securities of the Fund” shall have the same meaning as set forth in the 1940 Act.

(2)		This Agreement may be terminated, with respect to any 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 securities 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, unless the SEC issues an order exempting such assignment from the provisions of the 1940 Act requiring such termination, in which case this Agreement shall remain in full force and effect, subject to the terms of such order.

(4)		Except as prohibited by the 1940 Act, this Agreement may be amended with respect to any Fund upon written agreement of the Investment Manager and the Trust, on behalf of that Fund.

Part Six: Use of Name

(1)

At such time as this Agreement or any extension, renewal or amendment hereof, or any similar agreement with any organization which shall have succeeded to the business of the Investment Manager, shall no longer be in effect, the Fund will cease to use any name derived from the name of the Investment Manager or of any organization which shall have succeeded to the Investment Manager’s business as investment adviser.

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:	/s/ J. Kevin Connaughton
	Name:	J. Kevin Connaughton
	Title:	President

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
By:	/s/ Michael A. Jones
	Name:	Michael A. Jones
	Title:	President

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 1/365 ^th (1/366 ^th in each leap year) of the amount computed in accordance with the fee schedule in the table, below:


		Annual rate at
Fund	Net Assets (billions)	each 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%


		Annual rate at
Fund	Net Assets (billions)	each asset level
	Next $5.0	0.350%
	Next $5.0	0.340%
	Next $4.0	0.330%
	Next $26.0	0.310%
	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%
	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 Securities Fund	First $1.0	0.440%
	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
Fund	Net Assets (billions)	each 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. Government Fund	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	0.340%
	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
Fund	Net Assets (billions)	each asset level
Seligman Global Technology Portfolio	First $2.0	0.950%
	Next $2.0	0.910%
	Over $4.0	0.870%

Seligman Variable Portfolio — Larger-Cap Value Fund	First $0.5	0.710%
	Next $0.5	0.660%
	Next $2.0	0.565%
	Next $3.0	0.560%
	Over $6.0	0.540%

Seligman Variable Portfolio — Smaller — Cap Value Fund	First $0.5	0.790%
	Next $0.5	0.745%
	Over $1.0	0.700%

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 Fund	First $0.25	0.800%
	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%
	Next $1.0 Over $2.0	0.450% 0.400%


		Annual rate at
Fund	Net Assets (billions)	each asset level
Variable Portfolio — J.P. Morgan Core Bond Fund
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund
Variable Portfolio — Wells Fargo Short Duration Government Fund

Variable Portfolio — American Century Growth Fund	First $1.0	0.650%
Variable Portfolio — Nuveen Winslow Large Cap Growth Fund Variable Portfolio — MFS Value Fund	Next $1.0 Over $2.0	0.600% 0.500%
Variable Portfolio — NFJ Dividend Value Fund
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 Variable Portfolio — Columbia Wanger International Equities Fund	First $0.25 Next $0.25	0.950% 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 — Columbia Wanger U.S. 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, as noted in the chart below, shall include a performance incentive adjustment (“PIA”)

The performance incentive adjustment shall be based on the Fund’s Class 3 performance compared to an index of similar funds (the “PIA Index”). Current PIA Indexes are shown below. These PIA Indexes may change as set forth below:


		Investment
Fund	PIA 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
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 3 share of the Fund and the change in performance of the PIA 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 difference over 0.50%, times 100 (maximum of 3 basis points if a 1% performance difference)	0.50%—1.00%	6 basis points times the performance difference over 0.50%, times 100 (maximum of 3 basis points if a 1% performance difference)
1.00%—2.00%	3 basis points, plus 3 basis points times the performance difference over 1.00%, times 100 (maximum 6 basis points if a 2% performance difference)	1.00%—2.00%	3 basis points, plus 3 basis points times the performance difference over 1.00%, times 100 (maximum 6 basis points if a 2% performance difference)
2.00%—4.00%	6 basis points, plus 2 basis points times the performance difference over 2.00%, times 100 (maximum 10 basis points if a 4% performance difference)	2.00%—3.00%	6 basis points, plus 2 basis points times the performance difference over 2.00%, times 100 (maximum 8 basis points if a 3% performance difference)
4.00%—6.00%	10 basis points, plus 1 basis point times the performance difference over 4.00%, times 100 (maximum 12 basis points if a 6% performance difference)	3.00% or more	8 basis points
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 3 performance exceeds that of the PIA Index, the fee paid to the Investment Manager will increase by the adjustment rate. Where the performance of the PIA Index exceeds the performance of the Fund’ s Class 3 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 PIA Index

If a PIA 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.

Exhibit (d)(5)

Amendment Two to
Amended and Restated Subadvisory Agreement

The Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC (“Columbia Management”) and Threadneedle International Limited (“TINTL”) dated June 11, 2008, is amended as follows:

Schedule 1

Schedule 1 to the Agreement is deleted and replaced in its entirety by the following Schedule 1:

SCHEDULE 1


	Assets under management
	$0-150		next $500		next $500
	million		million		million		thereafter
Funds	bps		bps		bps		bps
Columbia Emerging Markets Opportunity Fund		45		40		35		30
Columbia Variable Portfolio — Emerging Markets Opportunity Fund		45		40		35		30
Columbia European Equity Fund		35		30		25		20
Columbia Global Equity Fund		35		30		25		20
Columbia Multi-Advisor International Equity Fund		35		30		25		20
Threadneedle International Opportunity Fund		35		30		25		20
Columbia Variable Portfolio — International Opportunity Fund		35		30		25		20


	Assets under management
	$0-250		next $250
	million		million		thereafter
Funds	bps		bps		bps
Columbia Asia Pacific ex-Japan Fund		50		45		40
Columbia Global Extended Alpha Fund		70		65		60
Threadneedle Global Equity Income Fund		45		40		35


	Assets under
	management
	On all assets
Fund	bps
Columbia Absolute Return Emerging Markets Macro Fund		60

The rates shown above apply to the corresponding portion of the respective portfolio. For example, if the average daily net assets for the Columbia Emerging Markets Opportunity Fund for a given month are $650 million, then the applicable rates shall be 45 bps on $150 million and 40 bps on the remaining $500 million.

Performance Fee Adjustment

1. The fees payable to TINTL by Columbia Management shall be subject to adjustment as set out below.

2. For each Fund listed below in Column A, the amount of the adjustment to the fees payable to TINTL, whether positive or negative, shall be equal to one-half (1/2) of the performance incentive adjustment (“PIA”) made to the investment management fee that Columbia Management is entitled to under the terms of the Advisory Agreement. For each Fund listed below in Column B, the amount of the adjustment to the fees payable to TINTL, whether positive or negative, shall be equal to all of the PIA made to the investment management fee that Columbia Management is entitled to under the terms of the Advisory Agreement.


Column A		Column B
(TINTL paid one-half of PIA)		(TINTL paid all of PIA)
Columbia Emerging Markets Opportunity Fund		Columbia Asia Pacific ex-Japan Fund
Columbia Variable Portfolio — Emerging Markets Opportunity Fund		Columbia Global Extended Alpha Fund
Columbia European Equity Fund		Threadneedle Global Equity Income Fund
Columbia Global Equity Fund
Threadneedle International Opportunity Fund
Columbia Variable Portfolio — International Opportunity Fund

3. For each Fund listed in the table below (consistent with the table in the Advisory Agreement), the PIA will be determined monthly and will be based on the percentage difference over a rolling 12-month period between the performance of one Class A (Class R5 for Columbia Asia Pacific ex-Japan Fund) share of the Fund and the change in the PIA benchmark index that appears in the prospectus for the Fund (Index). The performance difference determines the exact adjustment rate. The adjustment rate, computed to five decimal places, is determined in accordance with the table below, and is applied against the average daily net assets for the applicable 12-month rolling period.

Columbia Asia Pacific ex-Japan Fund
Columbia Emerging Markets Opportunity Fund
Columbia Variable Portfolio — Emerging Markets Opportunity Fund
Columbia European Equity Fund
Columbia Global Equity Fund
Threadneedle Global Equity Income Fund
Threadneedle International Opportunity Fund
Columbia Variable Portfolio — International Opportunity Fund


Performance
difference		Adjustment rate
0.00% — 0.50%		0
0.50% — 1.00%		6 basis points times the performance difference in excess of 0.50% times 100 (maximum of 3 basis points if a 1% performance difference) [6bps x (PD — 0.50%) x 100]
1.00% — 2.00%		3 basis points, plus 3 basis points times the performance difference in excess of 1.00% times 100 (maximum 6 basis points if a 2% performance difference) [3bps + 3bps(PD — 1.00%) x 100]
2.00% — 4.00%		6 basis points, plus 2 basis points times the performance difference in excess of 2.00% times 100 (maximum 10 basis points if a 4% performance difference) [6 bps + 2bps(PD — 2.00%) x 100]
4.00% — 6.00%		10 basis points, plus 1 basis point times the performance difference in excess of 4.00% times 100 (maximum 12 basis points if a 6% performance difference) [10 bps + 1bp(PD — 4.00%) x 100]
6.00% or more		12 basis points

For example, if the performance return of one Class A share of the Fund is 5.38% and the Index performance is 3.00%, so that the performance difference is 2.38%, the adjustment rate is 0.000676 [0.0006 (6 basis points) plus 0.0002 (2 basis points) x 0.0038 (the 0.38% performance difference in excess of 2.00%, or 2.38% — 2.00%) x 100]. Rounded to five decimal places, the adjustment rate is 0.00068.

Fees payable to TINTL will be adjusted up or down in an amount equal to either: (i) for Columbia Asia Pacific ex-Japan Fund and Threadneedle Global Equity Income Fund, the full amount determined by applying the adjustment rate to the amounts payable under the Advisory Agreement or (ii) for Columbia Emerging Markets Opportunity Fund, Columbia Variable Portfolio — Emerging Markets Opportunitiy Fund, Columbia European Equity Fund, Columbia Global Equity Fund, Threadneedle International Opportunity Fund, and Columbia Variable Portfolio — International Opportunity Fund, one-half of the amount determined by applying the adjustment rate to the amount payable under the Advisory Agreement.

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 a Fund. After 6 full calendar months, the PIA 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 effect.

4. For Columbia Global Extended Alpha Fund, the PIA will be determined monthly and will be based on the annualized percentage difference over a rolling 36-month period between the performance of one Class A share of the Columbia Global Extended Alpha Fund and the change in the PIA benchmark index that appears in the prospectus for the Columbia Global Extended Alpha Fund (Index). The performance difference determines the exact adjustment rate. The adjustment rate, computed to five decimal places, is determined in accordance with the table below, and is applied against the average daily net assets for the applicable 36-month rolling period.

Columbia Global Extended Alpha Fund


Performance
difference		Adjustment rate
0.00% — 1.00%		0
1.00% — 6.00%		10 basis points times the performance difference in excess of 1.00% times 100 (maximum of 50 basis points if a 6% performance difference) [10bps x (PD — 1.00%) x 100]
6.00% or more		50 basis points

For example, if the performance return of one Class A share of the Fund is 5.38% and the Index performance is 3.00%, so that the performance difference is 2.38%, the adjustment rate is 0.00138 [0.0010 (10 basis points) x 0.0138 (the 1.38% performance difference in excess of 1.00%, or 2.38% — 1.00%) x 100]. Rounded to five decimal places, the adjustment rate is 0.00138.

Fees payable to TINTL will be adjusted up or down in an amount equal to the full amount determined by applying the adjustment rate to the amounts currently payable under the Advisory Agreement.

Transition Period

The PIA will not be calculated for the first 24 months from the inception of the Fund. After 24 full calendar months, the performance fee adjustment will be determined using the average assets and performance difference over the first 24 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 36 full calendar months, the full rolling 36-month period will take effect.

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 30 day of March, 2011.


COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC		THREADNEEDLE INTERNATIONAL LIMITED


By:	/s/ Michael A. Jones Signature	By:	/s/ Philip J. Reed Signature

Name:	Michael A. Jones Printed	Name:	Philip J. Reed Printed

Title:	President Printed	Title:	Director Printed

Exhibit (e)

DISTRIBUTION AGREEMENT
AMENDED AND RESTATED

THIS AGREEMENT is made as of September 7, 2010, amended and restated March 11, 2011, by and between each trust or corporation (each such trust being hereinafter referred to as a “Trust” and each series of a Trust, if any, as listed on Schedule I, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust, as relevant), and Columbia Management Investment Distributors, Inc., a Delaware corporation (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio of the Trust established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I. For the avoidance of doubt, the provisions of this Agreement shall apply separately with respect to each Trust and Fund, as relevant.

WHEREAS, the Trust is registered with the Securities and Exchange Commission (the “SEC”) as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Trust desires to retain the Distributor as the exclusive distributor of the units of beneficial interest in all classes of shares (“Shares”) of the Trust and each Fund, if applicable, and the Distributor is willing to render such services; and

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority, Inc. (the “FINRA”).

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. SERVICES AS DISTRIBUTOR.

1.1. The Distributor will act as agent for the distribution of Shares in accordance with any instructions of the Trust’s Board of Trustees or Board of Directors, as applicable (the Board of Trustees or Board of Directors, as applicable, hereinafter referred to as the “Board”), and with the registration statement applicable to the Trust then in effect under the Securities Act of 1933, as amended (the “1933 Act”), and will transmit promptly any orders properly received by it for the purchase or redemption of Shares to the Trust or its transfer agent, or their designated agents. As used in this Agreement, the term “registration statement” shall mean any registration statement, specifically including, but not limited to, any then-current prospectus together with any related then-current statement of additional information, filed with the SEC with respect to Shares, and any amendments and supplements thereto which at any time shall have been filed.

1.2. The Distributor agrees to use reasonable efforts to solicit orders for the sale of Shares and will undertake such advertising and promotion as it believes appropriate in connection with

such solicitation. The Distributor agrees to offer and sell Shares at the applicable public offering price or net asset value next determined after an order is received, in accordance with the terms and conditions set forth in the then-current prospectus(es) applicable to the Fund. The Trust understands that the Distributor is and may in the future be the distributor of shares of other investment company portfolios including portfolios having investment objectives similar to those of the Trust and the Funds, as applicable. The Trust further understands that existing and future investors in the Trust and each Fund, if applicable, may invest in shares of such other portfolios. The Trust agrees that the Distributor’s duties to such portfolios shall not be deemed in conflict with its duties to the Trust under this paragraph 1.2. The Distributor agrees that any outstanding shares of a Fund may be tendered for redemption at any time in accordance with the terms and conditions set forth in the then-current prospectus.

1.3. The Distributor shall, at its own expense, finance such activities as it deems reasonable and which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, compensation of underwriters, dealers and sales personnel, the printing and mailing of prospectuses to other than current shareholders, and the printing and mailing of sales literature.

1.4. The Trust shall be responsible for expenses relating to the execution of any and all documents and the furnishing of any and all information and otherwise taking, or causing to be taken, all actions that may be reasonably necessary in connection with the registration of Shares under the 1933 Act and the Trust under the 1940 Act and the qualification of Shares for sale under the so-called “blue sky” laws in such states as the Trust directs and in such states as the Distributor may recommend to the Trust which the Trust approves, and the Trust shall pay all fees and other expenses incurred in connection with such registration and qualification.

1.5. The Distributor shall be responsible for preparing, reviewing and providing advice on all sales literature (e.g., advertisements, brochures and shareholder communications) with respect to the Trust and each Fund, if applicable, and shall file with the FINRA or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations in compliance with such laws and regulations.

1.6. In connection with all matters relating to this Agreement, the Trust and the Distributor agree to comply with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1933 Act, the 1934 Act, the 1940 Act, the regulations of the FINRA and all other applicable federal and state laws, rules and regulations. The Distributor agrees to provide the Trust with such certifications, reports and other information as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, such laws, rules and regulations.

1.7. Whenever in their judgment such action is warranted by unusual market, economic or political conditions, or by other circumstances of any kind, the Trust’s officers may decline to accept any orders for, or make any sales of, Shares until such time as those officers deem it advisable to accept such orders and to make such sales.

1.8. The Trust shall furnish from time to time, for use in connection with the sale of

Shares, such information with respect to the operations and performance of the Trust and each Fund, if applicable, and Shares as the Distributor may reasonably request and the Trust warrants that such information shall be true and correct. Without limiting the foregoing, the Trust shall also furnish the Distributor upon reasonable request by it : (a) audited annual and unaudited semi-annual statements of the Trust’s books and accounts with respect to the Trust and each Fund, if applicable, and (b) from time to time such additional information regarding the financial condition of the Trust and each Fund, if applicable.

1.9. The Trust may from time-to-time adopt one or more distribution plans pursuant to Rule 12b-1 under the 1940 Act. As compensation for services rendered hereunder, the Distributor shall be entitled to receive from the Trust/Fund the payments set forth on Schedule II attached hereto, as the same may be amended from time-to-time by agreement of the parties hereto. The Distributor, from time to time, may assign to any third party all or any portion of amounts payable to the Distributor under this Agreement.

1.10. The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of Rule 12b-1 payments received by the Distributor, if any.

1.11. The Distributor is authorized to enter into written agreements (“Selling Agent Agreements”) with banks, broker/dealers, insurance companies and other financial institutions (collectively, “Intermediaries”), on terms and conditions consistent with this Agreement and all applicable laws, regulations and exemptive relief. The Selling Agent Agreements shall be on the general forms that are approved by the Board. The Distributor also may enter into other forms of agreements relating to selling agent activities and support as it deems appropriate, provided that the Distributor determines that the Trust’s responsibility or liability to any person under, or on account of any acts or statements of any such Intermediary under, any such agreement does not exceed its responsibility or liability under the general form(s) of Selling Agent Agreement approved by the Board, and provided further that the Distributor determines that the overall terms of any such agreement are not materially less advantageous to the Trust than the overall terms of the general form(s) of Selling Agent Agreement approved by the Board. In entering into and performing any agreements, the Distributor shall act as principal and not as agent for the Trust or any Fund, if applicable. Upon the failure of any Intermediary to pay for any order for the purchase of Shares in accordance with the terms of the Trust’s or any Fund’s, if applicable, prospectus, the Trust or any Fund, if applicable, shall have the right to cancel the sale of such Shares and thereupon the Distributor shall be responsible for any loss sustained as a result thereof.

2. REPRESENTATIONS; INDEMNIFICATION.

2.1. The Trust represents to the Distributor that all registration statements with respect to Shares and shareholder reports with respect to the Trust or any Fund, if applicable, filed by the Trust with the SEC, have been prepared in conformity with the requirements of the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and rules and regulations of the SEC thereunder. The Trust/Fund further represents and warrants to the Distributor that any registration statement, when such registration statement becomes effective, and any shareholder report, when such

report is filed, will contain all statements required to be stated therein in conformity with the 1933 Act, the 1934 Act and the 1940 Act, as applicable, and the rules and regulations of the SEC; that all statements of fact contained in any such registration statement or shareholder report will be true and correct in all material respects when such registration statement becomes effective, or when such shareholder report is filed; and that no registration statement, when such registration statement becomes effective, and no shareholder report, when such shareholder report is filed, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading to a purchaser of Shares; provided, however, that the foregoing representations and warranties shall not apply to any untrue statement of material fact or omission made in any registration statement or shareholder report in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in preparation thereof. The Trust authorizes the Distributor and authorized Intermediaries to use any prospectus or statement of additional information in the form furnished from time-to-time in connection with the sale of Shares and represented by the Trust as being the then-current form of prospectus or then-current form of statement of additional information.

2.2. The Trust agrees to indemnify, defend and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and all reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and directors, or any such controlling person, may incur under the 1933 Act or under common law or otherwise, arising out of or based upon (a) any material breach by the Trust of any provision of this Agreement, or (b) any untrue statement, or alleged untrue statement, of a material fact contained in any registration statement or shareholder report or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in any registration statement or shareholder report or necessary to make any statement in such documents not misleading; provided, however, that the Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person shall not cover any claims, demands, liabilities or expenses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in any registration statement or shareholder report or in any financial or other statements in reliance upon and in conformity with any information furnished to the Trust by the Distributor or any affiliate thereof and used in the preparation thereof; and further provided that the Trust’s agreement to indemnify the Distributor, its officers and directors, and any such controlling person shall not be deemed to cover any liability to the Trust or its shareholders to which the Distributor, is officers and directors, or any such controlling person would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the duties of the Distributor, its officers or directors, or any controlling person thereof, or by reason of the reckless disregard of the obligations and duties under this Agreement by the Distributor, its officers or directors, or any controlling person thereof.

The Trust’s agreement to indemnify, as set forth herein, the Distributor, its officers and directors, and any controlling person thereof, as set forth herein, is expressly conditioned upon the Trust’s being notified of any action brought against the Distributor, its officers or directors,

or any controlling person thereof, such notification to be given in writing and to be transmitted by personal delivery, first class mail, overnight courier, facsimile or other electronic means to the Trust within a reasonable period of time after the summons or other first legal process shall have been served. The failure to so notify the Trust of any such action shall not relieve the Trust from any liability hereunder, which the Trust may have to the person against whom, such action is brought, except to the extent the Trust has been actually prejudiced by such delay. The Trust will be entitled to assume at its own expense the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust and approved by the Distributor, which approval shall not unreasonably be withheld. In the event the Trust elects to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but if the Trust does not elect to assume the defense of any such suit, or if the Distributor reasonably does not approve of counsel chosen by the Trust, the Trust will reimburse the Distributor, its officers and directors, or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by the Distributor or them.

The Trust’s indemnification agreement contained in this paragraph 2.2 and the Trust’s representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor, its officers or directors, or any controlling person thereof, and shall survive the delivery of any Shares. This agreement of indemnity will inure exclusively to the Distributor’s benefit, to the benefit of its several officers and directors, and their respective estates, and to the benefit of the controlling persons and their successors. The Trust agrees promptly to notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers, Trustees, or Directors in connection with the issue and sale of any Shares.

2.3. The Distributor agrees to indemnify, defend and hold the Trust, its several officers, Trustees and Directors, and any person who controls the Trust within the meaning of Section 15 of the 1933 Act free and harmless from and against any and all claims, demands, liabilities and expenses (including the costs of investigation or defending such claims, demands or liabilities and all reasonable counsel fees incurred in connection therewith) which the Trust, its officers, Trustees or Directors or any such controlling person, may incur under the 1933 Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its officers, Trustees or Directors, or such controlling person resulting from such claims or demands, shall arise out of or be based upon (a) any untrue, or alleged untrue, statement of a material fact contained in information furnished by the Distributor or any affiliate thereof to the Trust or its counsel and used in the Trust’s registration statement or shareholder reports, or any omission, or alleged omission, to state a material fact in connection with such information furnished by the Distributor or any affiliate thereof to the Trust or its counsel required to be stated in such information or necessary to make such information not misleading, (b) any untrue statement of a material fact contained in any sales literature prepared by the Distributor, or any omission to state a material fact required to be stated therein or necessary to make such sales literature not misleading (except to the extent arising out of information furnished by the Trust to the Distributor for use therein), (c) any willful misfeasance, bad faith or negligence in the performance of the Distributor’s obligations and duties under the Agreement or by reason of its

reckless disregard thereof, or (d) any breach by the Distributor of any provision of this Agreement.

The Distributor’s agreement to indemnify the Trust, its officers, Trustees and Directors, and any controlling person thereof, as set forth herein, is expressly conditioned upon the Distributor’s being notified of any action brought against the Trust, its officers, Trustees or Directors, or any controlling person thereof, such notification to be given in writing and to be transmitted by personal delivery, first class mail, overnight courier, facsimile, e-mail or other electronic means to the Distributor by the person against whom such action is brought, within a reasonable period of time after the summons or other first legal process shall have been served. The failure to so notify the Distributor of any such action shall not relieve the Distributor or any affiliate thereof from any liability hereunder, which the Distributor or any affiliate thereof may have to the Trust, its officers, Trustees or Directors, or to controlling person thereof by reason of any such untrue or alleged untrue statement, or omission or alleged omission, or other conduct covered by this indemnity agreement, except to the extent the Distributor has been actually prejudiced by such delay. The Distributor shall have the right to control the defense of such action, with counsel of good standing of its own choosing, approved by the Board which approval shall not unreasonably be withheld, if such action is based solely upon such misstatement or omission, or alleged misstatement or omission, on the Distributor’s part or any affiliate thereof.

2.4. The Trust agrees to advise the Distributor as soon as reasonably practicable of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement then in effect or of the initiation of any proceeding for that purpose. Thereafter, no Shares shall be offered by either the Distributor or the Trust and no orders for the purchase or sale of Shares hereunder shall be accepted by the Trust if and so long as the effectiveness of the registration statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current prospectus, as required by Section 10(b) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph 2.4 shall in any way restrict or have any application to or bearing upon the Trust’s obligation to repurchase Shares from any shareholder in accordance with the provisions of the Fund’s prospectus(es) or of the Declaration of Trust.

3. CONFIDENTIALITY.

The Trust and Distributor may receive from each other information, or access to information, about the shareholders generally and specifically (collectively, “Shareholder Information”) including, but not limited to, nonpublic personal information such as a shareholder’s name, address, telephone number, account relationships, account balances and account histories. Each of the Trust and Distributor agrees, on behalf of their respective agents and employees that all information, including Shareholder Information, obtained pursuant to this Agreement shall be considered confidential information. Except as permitted by law or required by order of a court or governmental authority, including by any self-regulatory organization, having jurisdiction over the parties, none of the parties shall disclose Shareholder Information to any other person or entity or use such confidential information other than to carry out the purposes of this Agreement, including, among other uses, its use under applicable provisions of the SEC’s Regulation S-P in the ordinary course of carrying out the purposes of this Agreement.

4. ANTI-MONEY LAUNDERING PROGRAM.

The Distributor represents and warrants that it (a) has adopted an anti-money laundering compliance program (“AML Program”) that satisfies the requirements of all applicable laws and regulations; and (b) will notify the Trust promptly if an inspection by the appropriate regulatory authorities of the AML Program identifies any material deficiency, and (c) will promptly remedy any material deficiency regarding the AML Program of which it learns.

5. RULE 22c-2.

Each of the Trust and the Distributor agree to comply with the requirements of Rule 22c-2 of the 1940 Act. Further, the Trust represents that the Board has made the findings contemplated by Rule 22c-2(a)(1).

6. LIMITATIONS OF LIABILITY.

The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by any Trust or any Fund, if applicable, in connection with matters to which this Agreement relates, except as provided in paragraph 2.3 hereof, and except a loss resulting from the willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

7. TERM.

7.1. This Agreement shall become effective on the date of its execution and, unless sooner terminated as provided herein, shall continue in effect for a period of two (2) years from the date written above. This Agreement shall thereafter continue from year to year, provided such continuance is specifically approved at least annually by (i) the Board or (ii) a vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Trust or any Fund, if applicable, provided that in either event the continuance is also approved by the majority of the members of the Board who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, by vote cast in person at a meeting called for the purpose of voting on such approval.

7.2. This Agreement is terminable with respect to the Trust or any Fund without penalty, on not less than sixty (60) days’ written notice, by the Board, by vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of such Trust or any Fund, if applicable, or by the Distributor. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act). Upon termination, the obligations of the parties under this Agreement shall cease except for unfulfilled obligations and liabilities arising prior to termination and the provisions of Sections 2, 3, 5, 7.2, 8, 9 and 10.

8. LIMITED RECOURSE

A reference to each Trust and the Trustees or Directors, as applicable, of each Trust refer respectively to the Trust created by the Declaration of Trust or articles of incorporation and the Trustees or Directors as Trustees or Directors but not individually or personally. All parties hereto acknowledge and agree that any and all liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied solely out of the assets of the Trust and that no Trustee, officer, director or shareholder shall be personally liable for any such liabilities. All persons dealing with any Trust or any Fund, if applicable, must look solely to the property belonging to such Trust or any Fund, if applicable, for the enforcement of any claims against the Trust.

9. MISCELLANEOUS.

9.1. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which an enforcement of the change, waiver, discharge or termination is sought.

9.2. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts as in effect as of the date hereof and the applicable provisions of the 1940 Act. To the extent that the applicable law of the Commonwealth of Massachusetts, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

10. NOTICES.

Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to such address as may be designated for the receipt of such notice.

11. COUNTERPARTS.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

A copy of the Agreement and Declaration of Trust of the Trusts that are organized as Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts, and the Distributor acknowledges that this Agreement is executed on behalf of each Fund by an officer thereof in his or her capacity as an officer thereof and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trusts individually, but are binding solely upon the assets and property of the Trusts. The Distributor further acknowledges that the assets and liabilities of each Fund that is a series of a Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust are binding solely upon the assets or property of such Fund. The Distributor also agrees that obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

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.


		EACH TRUST DESIGNATED IN SCHEDULE I,
		on behalf of its respective Funds, if any

		By:		/s/ J. Kevin Connaughton
				Name: J. Kevin Connaughton
				Title: President

		COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.

		By:		/s/ Beth Ann Brown
				Name: Beth Ann Brown
				Title: Senior Vice President

Schedule I
As of March 7, 2010

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 — 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 Global Technology Portfolio

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 — AllianceBernstein International Value Fund

Variable Portfolio — American Century Diversified Bond Fund

Variable Portfolio — American Century Growth Fund

Variable Portfolio — Columbia Wanger International Equities Fund

Variable Portfolio — Columbia Wanger U.S. Equities Fund

Variable Portfolio — Conservative Portfolio

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 — Marsico Growth Fund

Variable Portfolio — MFS Value Fund

Variable Portfolio — Moderate Portfolio

Variable Portfolio — Moderately Aggressive Portfolio

Variable Portfolio — Moderately Conservative Portfolio

Variable Portfolio — Mondrian International Small Cap Fund

Variable Portfolio — Morgan Stanley Global Real Estate Fund

Variable Portfolio — NFJ Dividend Value Fund

Variable Portfolio — Nuveen Winslow Large Cap Growth 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 — Wells Fargo Short Duration Government Fund

Seligman Portfolios, Inc.

Seligman Capital Portfolio

SCHEDULE II

COMPENSATION

COMPENSATION TO DISTRIBUTOR. In connection with the distribution of Shares, Distributor will be entitled to receive payments pursuant to any Distribution Plan and related agreement from time to time in effect between any Fund and Distributor or any particular class of shares of a Fund (“12b-1 Plan”).

Approved: Sept. 7, 2010

Exhibit (h)(1)

ADMINISTRATIVE SERVICES AGREEMENT
AMENDED AND RESTATED

This Administrative Services Agreement (“Agreement”), dated as of January 1, 2011, amended and restated March 11, 2011, is by and between Columbia Management Investment Advisers, LLC (“Administrator”), a Minnesota limited liability company, and the registered investment companies listed in Schedule A (each a “Registrant”), each on behalf of its separate underlying series, as applicable, listed in Schedule A. 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 and subject to the oversight of the Board of Trustees of Registrant (the “Board”), any committees thereof and/or authorized officer(s) of the Fund, to provide all of the services and facilities that are necessary for or appropriate to the business and effective operation of the Fund that are not (a) provided by employees or other agents engaged by the Fund or the Board or (b) required to be provided by any person pursuant to any other agreement or arrangement with the Fund, including but not limited to the following (unless otherwise directed by the Board or a committee thereof or the Chair):

	(i)		Providing office space, equipment, office supplies and clerical personnel;

	(ii)		Overseeing and assisting in the preparation of all general or routine shareholder communications;

	(iii)		Calculating and arranging for notice and payment of dividend, income, and capital gains distributions to shareholders of the Fund;

	(iv)		Accumulating information for, preparing and filing (or overseeing and assisting such persons that the Fund has retained to prepare and file) shareholder reports and other required regulatory reports and communications, including, but not limited to, reports on Form N-CSR, Form N-PX, Form N-Q, Form N-SAR, annual and semi-annual reports to shareholders, proxy materials, and notices pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the “1940 Act”);

	(v)		Preparing and filing of tax reports and returns, including the Fund’s foreign, federal, state, local and excise tax returns, and issuing all tax-related information to shareholders, including IRS Form 1099 and other applicable tax forms;

	(vi)		Monitoring and testing the Fund’s compliance with Subchapter M of the Internal Revenue Code and other applicable tax laws and regulations;

	(vii)		Executing the pricing process, including calculating the Fund’s net asset value(s), and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;

	(viii)		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, to the

			extent deemed necessary or desirable by the Board, and reporting to the Board on the same;

	(ix)		Preparing, maintaining and filing Fund registration statements and post-effective amendments thereto and other filings required by state, federal, and local laws and regulations;

	(x)		Determining jurisdictions in which shares of the Fund shall be qualified for sale and qualifying and maintaining qualification in the jurisdictions in which shares of the Fund are offered for sale;

	(xi)		Preparing reports, information, surveys, or statistical or other analyses for third parties as deemed necessary or desirable by the Fund;

	(xii)		Arranging, if desired by the Fund, for Board Members, officers, and employees of Administrator to serve as Board Members, officers, or agents of the Fund;

	(xiii)		Coordinating, preparing and distributing materials for Board and committee meetings, including reports, evaluations, information, surveys, statistical analyses or other materials on corporate and legal issues relevant to the Fund’s business as the Board may request from time to time;

	(xiv)		Providing Fund accounting and internal audit services;

	(xv)		Publishing (or supervising publication by such persons that the Fund has retained to publish) 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 registration statement;

	(xvi)		Preparing and furnishing to the Fund such broker security transaction summaries and security transaction listings as may reasonably be requested and reporting such information to external databases;

	(xvii)		Assisting the Fund with its obligations under Section 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2 under the 1940 Act, including the establishment and maintenance of internal controls and procedures that are reasonably designed to ensure that information prepared or maintained in connection with administration services provided hereunder is properly recorded, processed, summarized, or reported by Administrator or its affiliates on behalf of the Fund so that it may be included in financial information certified by Fund officers on Form N-CSR and Form N-Q;

	(xviii)		Providing compliance services, as directed by the Fund’s Chief Compliance Officer, which include monitoring the Fund’s compliance with its policies and procedures and with applicable federal, state and foreign securities laws, and the rules and regulations thereunder, as applicable, including, without limitation, the 1940 Act, 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;

	(xix)		Monitoring the Fund’s compliance with its investment policies, objectives, and restrictions as set forth in its currently effective Prospectus and Statement of Additional Information;

	(xx)		Monitoring legal, tax, regulatory, and industry developments relevant to the Fund and assisting in the strategic response to such developments;

	(xxi)		Administering the Fund’s code of ethics and reporting to the Board on compliance therewith;

	(xxii)		Providing internal legal support of all administration services provided by Administrator under this Agreement;

	(xxiii)		Preparing and filing, or assisting with the preparation and filing, of claims in connection with class actions involving portfolio securities, handling administrative matters in connection with such litigations or settlements, and reporting to the Board regarding such matters;

	(xxiv)		Monitoring, budgeting, approving and arranging for payment of Fund expenses;

	(xxv)		Monitoring Board compliance with personal trading guidelines;

	(xxvi)		Obtaining and maintaining the Fund’s fidelity bond coverage and insurance coverage and administering claims thereunder, and filing any fidelity bonds and related notices with the SEC as required by the 1940 Act;

	(xxvii)		Preparing such financial information and reports as may be required by any banks from which the Fund borrows;

	(xxviii)		Maintaining the Fund’s books and records in accordance with all applicable federal and state securities laws and regulations, provided that all such items maintained by it shall be the property of the Fund, and that Administrator shall surrender promptly to the Fund any such items it maintains upon request, provided that Administrator shall be permitted to retain a copy of all such items;

	(xxix)		Administering operating policies of the Fund and recommending to the officers and the Board such modifications to such policies as Administrator determines necessary or appropriate to facilitate the protection of shareholders or market competitiveness of the Fund and to comply with new legal or regulatory requirements;

	(xxx)		Assisting the Fund in regulatory examinations, inspections or investigations of the Fund;

	(xxxi)		Administering the implementation of the Fund’s privacy policy (including any required distribution thereof) as required under regulation S-P;

	(xxxii)		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;

	(xxxiii)		Receiving and notifying the Fund of inquiries and complaints from regulators, media and the public;

	(xxxiv)		Implementing and maintaining, together with affiliated companies, a business continuation and disaster recovery program for the Fund;

	(xxxv)		Arranging for all meetings of shareholders, including collecting all information required for the preparation of proxy statements, preparing and filing with appropriate regulatory agencies such proxy statements, supervising the solicitation of shareholders and shareholder nominees in connection therewith, tabulating (or supervising the tabulation of) votes, responding to all inquiries regarding such meetings from shareholders, the

			public and the media, and retaining all minutes and all other records required to be kept in connection with such meetings;

	(xxxvi)		Maintaining and retaining all charter documents and filing all documents required to maintain the Fund’s organizational status under applicable state law and as a registered investment company; and

	(xxxvii)		Supervising the drafting, negotiation and maintenance of any Fund agreements.

If, as a result of a material change in applicable law, rules or regulations, Fund policies or the activities undertaken or transactions engaged in by the Funds or otherwise, the type or quantity of administrative services to be provided hereunder changes materially, the Funds and Administrator shall negotiate in good faith such adjustment, if any, in the fee payable under Part 2 of this Agreement as may be mutually agreed by the parties.

(2)

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 Funds with services under this Agreement, neither Administrator, nor any officer, board member or agent thereof, shall be held liable to any Fund, its shareholders or its creditors for any action taken or thing done by it or its subcontractors or agents on behalf of any Fund in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or willful misfeasance or reckless disregard of its obligations and duties under this Agreement on the part of Administrator or its subcontractors or agents. It is further understood and agreed that, to the extent permitted by law, Administrator may rely upon information furnished to it and reasonably believed to be accurate and reliable.

(5)

In performing all services under this Agreement, the Administrator shall: (i) act in conformity with the Fund’s declaration of trust, bylaws, the 1940 Act and the rules thereunder, and other applicable laws and regulations, as the same may be amended from time to time, and the Fund’s registration statement, as such registration statement may be amended from time to time; (ii) consult and coordinate with the Fund, as necessary and appropriate; and (iii) advise and report to the Fund, as necessary or appropriate, with respect to any compliance matters that come to its attention.

Part Two: COMPENSATION FOR SERVICES

(1)

The Fund agrees to pay to Administrator, in full payment for the services furnished, a fee as described in Schedule B .

(2)

The administrative fee shall be accrued daily (unless otherwise directed by the Board consistent with the prospectus and statement of additional information of the Fund) and paid on a monthly basis and, in the event of the effectiveness or termination of this Agreement, in whole or in part with respect to any Fund, during any month, the administrative fee paid to Administrator 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. A “business day” shall be any day on which shares of the Fund are available for purchase.

Part Three: ALLOCATION OF EXPENSES

(1)

Except to the extent that such expenses are paid by the Fund’s investment adviser or its affiliates pursuant to a “unitary fee” or other arrangement, the Fund agrees to pay, and, for avoidance of doubt, Administrator shall not be responsible for paying (unless it has expressly assumed such responsibility), and shall be reimbursed promptly by the Fund if it pays, any costs and expenses incidental to the organization, operations and business of the Fund, including but not limited to:

(i)

Administrative fees payable to Administrator for its services under this Agreement;

(ii)

Fees and charges for investment advisory services provided to the Fund by any person;

(iii)

Fees payable pursuant to any plan adopted by the Fund under Rule 12b-1 under the 1940 Act;

(iv)

Fees and charges of transfer, shareholder servicing, shareholder recordkeeping and dividend disbursing agents and all other expenses relating to the issuance, redemption, and exchange of shares of the Fund and the maintenance and servicing of shareholder accounts;

(v)

Fees and charges for bookkeeping, accounting, financial reporting and tax information services provided to the Fund by any person;

(vi)

Fees and charges for services of the Fund’s independent auditors and for services provided to the Fund by external legal counsel, including expenses of Fund litigation;

(vii)

Fees and charges of depositories, custodians, and other agencies for the safekeeping and servicing of its cash, securities, and other property;

(viii)

Fund taxes and fees and charges of any person other than the Investment Manager or its affiliates for preparation of the Fund’s tax returns;

(ix)

Fees and expenses payable to federal, state, or other governmental agencies, domestic or foreign, for the maintenance of the Fund’s legal existence, including the filing of any required reports, charter document amendments or other documents;

(x)

Organizational expenses of the Fund;

(xi)

Expenses of printing and distributing the Fund’s prospectuses, statements of additional information and shareholder reports to Fund shareholders;

(xii)

Expenses of registering and maintaining the registration of the Fund under the 1940 Act and, if applicable, the 1933 Act, of qualifying and maintaining qualification of the Fund and the Fund’s shares for sale under securities laws of various states or other jurisdictions and of registration and qualification of the Fund under all laws applicable to the Fund or its business activities;

(xiii)

Brokerage commissions and other transaction expenses in connection with the Fund’s purchase and sale of assets;

(xiv)

Premium on the bond required by Rule 17g-1 under the 1940 Act, and other expenses of bond and insurance coverage required by law or deemed advisable by the Board;

(xv)

Fees of consultants employed by the Fund, including the costs of pricing sources for Fund portfolio securities;

(xvi)

Board Member, officer and employee compensation and expenses, which include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, all expenses of meetings of the Board and committees, and all other compensation and benefits paid to or provided for Board Members, officers and employees (including insurance), except the Fund will not pay any compensation, fees or expenses of any person who is an officer or employee of the Investment Manager or its affiliates for services as a Board Member, officer or agent of the Fund (except to the extent the Board shall have specifically approved the payment by the Fund of all or a portion of the expenses of the Fund’s chief compliance officer or other officer(s));

(xvii)

Expenses incidental to holding meetings of Fund shareholders, including printing and supplying each record-date shareholder with notice and proxy solicitation materials, and all other proxy solicitation expenses;

(xviii)

Expenses incurred in connection with lending portfolio securities of the Fund;

(xix)

Interest on indebtedness and any other costs of borrowing money;

(xx)

Fees, dues, and other expenses incurred by the Fund in connection with membership of the Fund in any trade association or other investment company organization;

(xxi)

Other expenses payable by the Fund pursuant to separate agreements of the Fund; and

(xxii)

Other expenses properly payable by the Fund, as approved by the Board.

(2)

Administrator agrees to pay all expenses it incurs in connection with the services it provides under the terms of this Agreement, excluding any expenses contemplated to be borne by the Fund pursuant to paragraph (1) of this Part Three.

(3)

Any expenses borne by a Fund that are attributable solely to the organization, operation or business of a constituent Fund shall be paid solely out of such Fund’s assets. Any expense borne by a Fund which is not solely attributable to a constituent Fund, nor solely to any other series of shares of the Fund, shall be apportioned in such manner as Administrator determines is fair and appropriate, or as otherwise specified by the Directors.

Part Four: MISCELLANEOUS

(1)

Administrator shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement or any other agreement approved by the Board, shall have no authority to act for or represent the Fund.

(2)

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.

(3)

Neither this Agreement nor any transaction effected 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 board members, officers, stockholders or otherwise; that board members, 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 knowingly 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.

(4)

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, or to such other address as either party may designate in writing mailed to the other in accordance with this Paragraph (4).

(5)

In connection with the services to be provided by Administrator under this Agreement, the Fund agrees that Administrator may, subject to compliance with requirements of applicable laws and regulations, and at its own expense, (i) make use of its affiliated companies and their board members, trustees, officers and employees and (ii) subcontract for certain of the services described under this Agreement with the understanding that the quality and scope of services required to be provided under this Agreement shall not be diminished thereby and that Administrator remains fully responsible for the services.

(6)

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 internal substantive laws of the Commonwealth of Massachusetts, without regard to conflicts of laws principles.

(7)

All information furnished by Administrator to the Fund under this Agreement regarding the Administrator, its business or its clients shall be confidential and shall not be disclosed to unaffiliated 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 Administrator 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 necessary to effect transactions or for the provision by third parties of services to the Fund, or where the Fund requests or authorizes Administrator to do so. Administrator may share information with its affiliates in accordance with its privacy and other relevant policies in effect from time to time.

(8)

A copy of the Agreement and Declaration of Trust of each Registrant, as amended or restated from time to time, is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed on behalf of each Registrant by an officer or trustee of such Registrant in his or her capacity as an officer or trustee of such Registrant and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers or shareholders of such Registrant individually, but are binding only upon the assets and property of such Registrant. Furthermore, notice is hereby given that the assets and

liabilities of each series of each Registrant are separate and distinct and that the obligations of or arising out of this Agreement with respect to the series of each Registrant are several and not joint.

(9)

Part Five: RENEWAL AND TERMINATION

(1)

This Agreement shall continue in effect for one year from the date hereof and, thereafter, from year to year as the parties may mutually agree. Notwithstanding the foregoing, either party may terminate this Agreement, with respect to any Fund, at any time, without the payment of a penalty, 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 that, in connection with a termination, a successor to any of the duties or responsibilities of Administrator hereunder is designated by the Fund by written notice to Administrator, upon such termination Administrator shall promptly, and at the expense of the Fund with respect to which this Agreement is terminated, transfer to such successor all relevant books, records, and data established or maintained by Administrator under this Agreement and shall cooperate in the transfer of such duties and responsibilities.

(2)

This Agreement may be amended for any reason (including, for example, to modify the scope of services and/or fees contemplated herein) with respect to any Fund only upon written agreement of Administrator and the Trust, on behalf of that Fund.

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.

COLUMBIA FUNDS SERIES TRUST II
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RIVERSOURCE INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RIVERSOURCE INTERNATIONAL SERIES, INC.
RIVERSOURCE INVESTMENT SERIES, INC.
RIVERSOURCE MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RIVERSOURCE SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RIVERSOURCE TAX-EXEMPT SERIES, INC.
RIVERSOURCE VARIABLE SERIES TRUST
SELIGMAN CAPITAL FUND, INC.
SELIGMAN GROWTH FUND, INC.
SELIGMAN LASALLE REAL ESTATE FUND SERIES, INC.
SELIGMAN MUNICIPAL FUND SERIES, INC.
SELIGMAN MUNICIPAL SERIES TRUST
SELIGMAN PORTFOLIOS, INC.

Each on behalf of its series listed on Schedule A



By:	/s/ J. Kevin Connaughton
	Name:	J. Kevin Connaughton
	Title:	President

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC


By:	/s/ Michael A. Jones
	Name:	Michael A. Jones
	Title:	President

Schedule A

Columbia Funds Series Trust II
  Columbia 120/20 Contrarian Equity Fund
   Columbia Absolute Return Currency and Income Fund
   Columbia Absolute Return Enhanced Multi-Strategy Fund
   Columbia Absolute Return Multi-Strategy Fund
   Columbia Absolute Return Emerging Markets Macro Fund
   Columbia AMT-Free Tax-Exempt Bond Fund
   Columbia Asia Pacific ex-Japan Fund
   Columbia Diversified Bond Fund
   Columbia Diversified Equity Income Fund
   Columbia Dividend Opportunity Fund
   Columbia Emerging Markets Bond Fund
   Columbia Emerging Markets Opportunity Fund
   Columbia Equity Value Fund
   Columbia European Equity Fund
   Columbia Floating Rate Fund
   Columbia Frontier Fund
   Columbia Global Bond Fund
   Columbia Global Equity Fund
   Columbia Global Extended Alpha Fund
   Columbia Government Money Market Fund
   Columbia High Yield Bond Fund
   Columbia Income Builder Fund
   Columbia Income Opportunities Fund
   Columbia Inflation Protected Securities Fund
   Columbia Large Core Quantitative Fund
   Columbia Large Growth Quantitative Fund
   Columbia Large Value Quantitative Fund
   Columbia Limited Duration Credit Fund
   Columbia Marsico Flexible Capital Fund
   Columbia Mid Cap Growth Opportunity Fund
   Columbia Mid Cap Value Opportunity Fund
   Columbia Minnesota Tax-Exempt Fund
   Columbia Money Market Fund
   Columbia Multi-Advisor International Value Fund
   Columbia Multi-Advisor Small Cap Value Fund
   Columbia Portfolio Builder Aggressive Fund
   Columbia Portfolio Builder Conservative Fund
   Columbia Portfolio Builder Moderate Aggressive Fund
   Columbia Portfolio Builder Moderate Conservative Fund
   Columbia Portfolio Builder Moderate Fund
   Columbia Recovery and Infrastructure Fund
   Columbia Retirement Plus 2010 Fund
   Columbia Retirement Plus 2015 Fund
   Columbia Retirement Plus 2020 Fund
   Columbia Retirement Plus 2025 Fund
   Columbia Retirement Plus 2030 Fund
   Columbia Retirement Plus 2035 Fund
   Columbia Retirement Plus 2040 Fund
   Columbia Retirement Plus 2045 Fund
   Columbia Select Large-Cap Value Fund
   Columbia Select Smaller-Cap Value Fund
   Columbia Seligman Communications and Information Fund
   Columbia Seligman Global Technology Fund
   Columbia Short-Term Cash Fund
   Columbia Strategic Allocation Fund
   Columbia U.S. Government Mortgage 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 Global Series, Inc.
Threadneedle Global Equity Income Fund

RiverSource Government Income Series, Inc.
RiverSource Short Duration U.S. Government Fund

RiverSource Income Series, Inc.
Columbia Income Builder Fund II
Columbia Income Builder Fund III

RiverSource International Managers Series, Inc.
RiverSource Partners International Select Growth Fund
RiverSource Partners International Small Cap Fund

RiverSource International Series, Inc.
RiverSource Disciplined International Equity Fund
Threadneedle International Opportunity Fund

RiverSource Investment Series, Inc.
RiverSource Balanced Fund

RiverSource Managers Series, Inc.
RiverSource Partners Fundamental Value Fund

RiverSource Market Advantage Series, Inc.
   Columbia Portfolio Builder Total Equity Fund
   RiverSource S&P 500 Index Fund
   RiverSource Small Company Index Fund

RiverSource Selected Series, Inc.
RiverSource Precious Metals and Mining Fund

RiverSource Special Tax-Exempt Series Trust
RiverSource New York Tax-Exempt Fund

RiverSource Strategic Allocation Series, Inc.
RiverSource Strategic Income Allocation Fund

RiverSource Tax-Exempt Income Series, Inc.
RiverSource Tax-Exempt High Income Fund

RiverSource Tax-Exempt Series, Inc.
RiverSource Intermediate Tax-Exempt Fund

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 — 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 Global Technology Portfolio
   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 — AllianceBernstein International Value Fund
   Variable Portfolio — American Century Diversified Bond Fund
   Variable Portfolio — American Century Growth Fund
   Variable Portfolio —   Columbia Wanger International Equities Fund
   Variable Portfolio —   Columbia Wanger U.S. Equities Fund
   Variable Portfolio — Conservative Portfolio
   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 — Marsico Growth Fund
   Variable Portfolio — MFS Value Fund
   Variable Portfolio — Moderate Portfolio
   Variable Portfolio — Moderately Aggressive Portfolio
   Variable Portfolio — Moderately Conservative Portfolio
   Variable Portfolio — Mondrian International Small Cap Fund
   Variable Portfolio — Morgan Stanley Global Real Estate Fund
   Variable Portfolio — NFJ Dividend Value Fund
   Variable Portfolio — Nuveen Winslow Large Cap Growth 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 — Wells Fargo Short Duration Government Fund

Seligman Capital Fund, Inc.

Seligman Growth Fund, Inc.

Seligman LaSalle Real Estate Fund Series, Inc.
RiverSource LaSalle Global Real Estate Fund
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

Schedule B

Fee Schedule

Each Registrant is a Minnesota corporation except Seligman Capital Fund, Inc., Seligman Growth Fund, Inc., Seligman LaSalle Real Estate Fund Series, Inc., Seligman Municipal Fund Series, Inc. and Seligman Portfolios, Inc., which are Maryland corporations and Columbia Funds Series Trust II, RiverSource California Tax-Exempt Trust, RiverSource Special Tax-Exempt 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-
FUNDS	0 - 500,000,000			1,000,000,000			3,000,000,000			12,000,000,000			12,000,000,001 +
Schedule I		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia 120/20 Contrarian Equity		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Absolute Return Currency and Income		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Absolute Return Emerging Markets Macro		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Absolute Return Enhanced Multi-Strategy		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Absolute Return Enhanced Multi-Strategy		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Asia Pacific ex-Japan		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Emerging Markets Bond		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Emerging Markets Opportunity		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia European Equity		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Global Equity		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Frontier		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Global Bond		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Global Extended Alpha		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Multi-Advisor International Value		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Multi-Advisor Small Cap Value		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Select Smaller-Cap Value		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Columbia Strategic Allocation		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 LaSalle Global Real Estate		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
RiverSource Disciplined International Equity		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-
FUNDS	0 - 500,000,000			1,000,000,000			3,000,000,000			12,000,000,000			12,000,000,001 +
RiverSource Partners International Select Growth		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	%
Seligman Global Technology Portfolio		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Seligman Variable Portfolio-Smaller-Cap Value		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 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 — Columbia Wanger U.S. Equities		0.080	%		0.075	%		0.070	%		0.060	%		0.050	%
Variable Portfolio — Columbia Wanger International Equities		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	%
Schedule II		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia AMT-Free Tax-Exempt Bond		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Diversified Bond		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Floating Rate		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia High Yield Bond		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Income Opportunities		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Inflation Protected Securities		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Limited Duration Credit		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia Minnesota Tax-Exempt		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
Columbia U.S. Government Mortgage		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 New York Tax-Exempt		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 Short Duration U.S. Government		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-
FUNDS	0 - 500,000,000			1,000,000,000			3,000,000,000			12,000,000,000			12,000,000,001 +
RiverSource Strategic Income Allocation		0.070	%		0.065	%		0.060	%		0.050	%		0.040	%
RiverSource Tax-Exempt High Income		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	%
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 — Short Duration U.S. Government		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 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	%
Columbia Diversified Equity Income		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Dividend Opportunity		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Equity Value		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Government Money Market		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Large Core Quantitative		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Large Growth Quantitative		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Large Value Quantitative		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Marsico Flexible Capital		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Mid Cap Growth Opportunity		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Mid Cap Value Opportunity		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Money Market		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Recovery and Infrastructure		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-
FUNDS	0 - 500,000,000			1,000,000,000			3,000,000,000			12,000,000,000			12,000,000,001 +
Columbia Select Large-Cap Value		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Seligman Communications and Information		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Columbia Seligman Global Technology		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
RiverSource Balanced		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 LaSalle Monthly Dividend Real Estate		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 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 Growth		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 — Jennison Mid Cap Growth		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 — Nuveen Winslow Large Cap Growth		0.060	%		0.055	%		0.050	%		0.040	%		0.030	%
Variable Portfolio —MFS Value		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	%
Schedule IV		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Portfolio Builder Moderate Conservative		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-
FUNDS	0 - 500,000,000			1,000,000,000			3,000,000,000			12,000,000,000			12,000,000,001 +
Columbia Income Builder		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Income Builder II		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Income Builder III		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Portfolio Builder Aggressive		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Portfolio Builder Conservative		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Portfolio Builder Moderate		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Portfolio Builder Moderate Aggressive		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Portfolio Builder Total Equity		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Retirement Plus 2010		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Retirement Plus 2015		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Retirement Plus 2020		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Retirement Plus 2025		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Retirement Plus 2030		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Retirement Plus 2035		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Retirement Plus 2040		0.020	%		0.020	%		0.020	%		0.020	%		0.020	%
Columbia Retirement Plus 2045		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	%
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	%

Schedule V
Columbia Short-Term Cash		N/A			N/A			N/A			N/A			N/A


	ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
				250,000,001–			500,000,001–			1,000,000,001–			3,000,000,001–			6,000,001–			7,500,001–
FUNDS	0 – 250,000,000			500,000,000			1,000,000,000			3,000,000,000			6,000,000,000			7,500,000			12,000,000			12,000,001 +
Schedule VI		0.070	%		0.065	%		0.065	%		0.060	%		0.050	%		0.050	%		0.050	%		0.040	%
Columbia Minnesota Tax-Exempt		0.070	%		0.065	%		0.065	%		0.060	%		0.050	%		0.050	%		0.050	%		0.040	%

Exhibit (h)(2)

TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT

AMENDED AND RESTATED

This agreement (the “Agreement”) is made as of September 7, 2010, amended and restate March 11, 2011, by and between the trust or corporation acting on behalf of its series all as listed on Schedule A hereto (as the same may from time to time be amended to add or delete one or more series of such trusts or corporations) (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust), and Columbia Management Investment Services Corp., a Minnesota corporation (“CMISC”).

WHEREAS, each Trust is a registered investment company and desires that CMISC perform certain services for the Funds; and

WHEREAS, CMISC is willing to perform such services upon the terms and subject to the conditions set forth herein.

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

1. Appointment . Each Trust hereby appoints CMISC to act as Transfer Agent and Dividend Disbursing Agent for the Funds, and CMISC accepts such appointments and will perform the respective duties and functions of such appointments in the manner hereinafter set forth.

2. Compensation . Each Trust shall pay to CMISC, or to such person(s) as CMISC may from time to time instruct, for services rendered and costs incurred in connection with the performance of duties hereunder, such compensation and reimbursement as may from time to time be approved by the Board of Trustees/Directors (the “Board”) of the Trust.

Schedule B hereto sets forth the compensation and reimbursement arrangements to be effective as of the date of this Agreement, and the treatment of all interest earned with respect to balances in the accounts maintained by CMISC referred to in paragraphs 5, 8, and 9 of this Agreement, net of any charges imposed by the bank(s) at which CMISC maintains such accounts.

3. Copies of Documents . Each Trust will furnish CMISC with copies of the following documents: the Declaration of Trust of the Trust and all amendments thereto; and the Trust’s registration statement (the “Registration Statement”) as in effect on the date hereof under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and all amendments or supplements thereto hereafter filed. The prospectus(es) and statement(s) of additional information contained in each such Registration Statement, as from time to time amended and supplemented, together are herein collectively referred to as the “Prospectus.”

4. Lost or Destroyed Certificates . In case of the alleged loss or destruction of any shareholder certificate, no new certificate shall be issued in lieu thereof. CMISC shall cancel such lost or destroyed certificate, and, provided that the purported holder of such lost or destroyed certificate furnishes to CMISC an affidavit of loss of the shares represented by such lost or destroyed certificate in a form satisfactory to CMISC, supported by an appropriate bond satisfactory to CMISC and the Trust and issued by a surety company satisfactory to CMISC, CMISC shall reflect the ownership by such holder of the shares represented by such lost or destroyed certificate in its book entry system.

5. Receipt of Funds for Investment . CMISC will maintain one or more accounts with its cash management bank into which it will deposit funds payable to CMISC as agent for, or otherwise identified as being for the account of, each Fund, and will promptly thereafter deposit such funds in the Fund’s account with its custodian (the “Custodian”) and notify the Fund of such deposits in writing.

6. Shareholder Accounts . Upon receipt of any funds referred to in paragraph 5 hereof, CMISC will compute the number of shares purchased by the shareholder according to the net asset value of Fund shares next determined after such receipt; and

(a) in the case of a new shareholder, open and maintain an open account for such shareholder in the name or names set forth in the subscription application form; and

(b) send to the shareholder a confirmation indicating the amount of full and fractional shares purchased (in the case of fractional shares, rounded to three decimal places) and the price per share;

all subject to any reasonable instructions which the Fund’s principal underwriter (the “Distributor”) or a Trust may give to CMISC with respect to rejection of orders for shares and in accordance with the Prospectus.

7. Unpaid Checks . In the event that any check or other order for payment of money on the account of any shareholder or new investor is returned for any reason, CMISC will take such steps, including imposition of a reasonable processing or handling fee on such shareholder or investor, as CMISC may, in CMISC’s discretion, deem appropriate, or as a Trust or the Distributor may instruct CMISC.

8. Dividends and Distributions . Each Trust will promptly notify CMISC of the declaration of any dividend or distribution with respect to shares of Funds of such Trust, the amount of such dividend or distribution, the date each such dividend or distribution shall be paid, and the record date for determination of shareholders entitled to receive such dividend or distribution. As Dividend Disbursing Agent, CMISC will, on or before the payment date of any such dividend or distribution, notify the Custodian of the estimated amount of cash required to pay such dividend or distribution, and each Trust agrees that on or before the mailing date of such dividend or distribution it will instruct the Custodian to make available to CMISC sufficient funds therefor in a dividend and distribution account maintained by CMISC with the Custodian. As Dividend Disbursing Agent, CMISC will prepare and distribute to shareholders any funds to which they are entitled by reason of any dividend or distribution and, in the case of shareholders

entitled to receive additional shares by reason of any such dividend or distribution, CMISC will make or cause to be recorded appropriate credits to their accounts and prepare and mail to shareholders a confirmation statement. CMISC will replace lost or stolen checks issued to a shareholder upon receipt of proper notification and will maintain any stop payment order against the lost or stolen checks, subject to the imposition of a reasonable processing or handling fee on such shareholder, as CMISC may, in CMISC’s discretion, deem appropriate, or as each Trust or the Distributor may instruct CMISC.

9. Repurchase and Redemptions . CMISC will receive and stamp with the date of receipt all requests delivered to CMISC for repurchase or redemption of shares and CMISC will process such repurchases as agent for the Distributor and such redemptions as agent for each Trust as follows, all in accordance with the terms and procedures set forth in the Fund’s Prospectus:

(a) If such request complies with standards for repurchase or redemption approved from time to time by the Trust, CMISC will, on or prior to the seventh calendar day succeeding the receipt of any such request for repurchase or redemption in good order, pay to the shareholder from funds deposited by the Trust from time to time in a repurchase and redemption account maintained by CMISC with its cash management bank, the appropriate repurchase or redemption price, as the case may be, as set forth in the Prospectus;

(b) If such request does not comply with said standards for repurchase or redemption as approved by the Trust, CMISC will promptly notify the shareholder of such fact, together with the reason therefor, and shall effect such repurchase or redemption at the price in effect at the time of receipt of documents complying with said standards, or, in the case of a repurchase, at such other time as the Distributor, as agent for the Trust, shall so direct; and

(c) CMISC shall notify the Trust and the Distributor as soon as practicable on each business day of the total number of Fund shares covered by requests for repurchase or redemption that were received by CMISC in proper form on the previous business day, such notification to be confirmed in writing.

10. Exchanges and Transfers . Upon receipt by CMISC of a request to exchange Fund shares held in a shareholder’s account for shares of another Fund, CMISC will verify that the exchange request is made by authorized means and that the requested exchange is in accordance with the Trust’s applicable policies and will process a redemption and corresponding purchase of shares in accordance with each Trust’s redemption and purchase policies and in accordance with the redemption and purchase provisions of this Agreement. Upon receipt by CMISC of a request to transfer Fund shares accompanied by such endorsements, instruments of assignment or evidence of succession as CMISC may require and further accompanied by payment of any applicable transfer taxes, and satisfaction of any conditions contained in the Trust’s Declaration of Trust, By-Laws, and Prospectus, CMISC will record the transfer of ownership of such shares in the appropriate records and will process the transfer in accordance with the Trust’s transfer policies and will open an account for the transferee, if a new shareholder, in accordance with the provisions of this Agreement.

11. Tax Forms and Reports . CMISC will prepare, file with the Internal Revenue Service and with any other foreign, federal, state or local governmental agency which may require such filing, and, if required, mail to shareholders such forms and reports for reporting dividends and distributions paid by the Funds as are required to be so prepared, filed and mailed by applicable laws, rules and regulations, and CMISC will withhold from distributions to shareholders such sums as are required to be withheld under applicable foreign, federal and state income tax laws, rules and regulations.

12. Record Keeping . CMISC will maintain records, which at all times will be the property of each respective Trust and available for inspection by the Trust and Distributor, showing for each shareholder’s account the following:

(a) Name, address and United States taxpayer identification or Social Security number, if provided (or amounts withheld with respect to dividends and distributions on shares if a taxpayer identification or Social Security number if not provided);

(b) Number of shares held and number of shares for which certificates have been issued;

(c) Historical information regarding the account of each shareholder, including dividends and distributions paid, if any, and the date and price for all transactions on a shareholder’s account;

(d) Any stop or restraining order placed against a shareholder’s account;

(e) Information with respect to withholdings of taxes on dividends paid to foreign accounts; and

(f) Any instruction as to record address, and any correspondence or instructions or privileges (such as a telephone exchange privilege), relating to the maintenance of a shareholder’s account.

In addition, CMISC will keep and maintain on behalf of each respective Trust all records which the Trust or CMISC is required to keep and maintain pursuant to any applicable statute, rule or regulation, including without limitation, Rules 17Ad-6 and 17Ad-7 under the Securities Exchange Act of 1934, and Rule 31(a)-1 under the Investment Company Act of 1940, relating to the maintenance of records in connection with the services to be provided hereunder.

13. Other Information Furnished . CMISC will furnish to each Trust and the Distributor or to third parties at their direction, such as the Trust’s Blue Sky service provider, such other information, including shareholder lists and statistical information as may be agreed upon from time to time between CMISC and the Trust. CMISC shall notify a Trust of any request or demand to inspect the share records books of the Trust and will act upon the instructions of the Trust as to permitting or refusing such inspection. CMISC will also provide reports pertaining to the services provided under this Agreement as the Trust or its Board may reasonably request.

14. Shareholder Inquiries . CMISC will respond promptly to written correspondence from shareholders, registered representatives of broker-dealers engaged in selling Fund shares, the Trust and the Distributor relating to its duties hereunder, and such other correspondence or communications as may from time to time be mutually agreed upon between CMISC and each Trust. CMISC also will respond promptly to telephone inquiries from shareholders with respect to existing accounts.

15. Communications to Shareholders and Meetings . CMISC will determine all shareholders entitled to receive, and will address and mail, all communications by a Trust to its shareholders, including annual and semi-annual reports to shareholders, proxy material for meetings of shareholders, dividend notifications, and other periodic communications to shareholders. CMISC will receive, examine and tabulate returned and completed proxy cards for meetings of shareholders and certify the vote to the Trust.

16. Other Services . If and as requested by the Trust (and as mutually agreed upon by the parties as to any reasonable out-of-pocket expenses), CMISC shall provide any additional related services, including but not limited to services pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses, and U.S. Treasury Office of Foreign Assets Control and all matters relating to the foregoing.

17. Insurance . CMISC will maintain adequate insurance coverage with respect to the services provided under this Agreement, and will not allow such insurance coverage to lapse, without the prior written consent of each Trust.

18. Service Levels . CMISC agrees to report to the Board of each Trust on the nature and quality of the services it provides to the Funds under this Agreement, as may be requested by the Board from time to time.

19. Duty of Care and Indemnification . CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to Section 26 hereof.

CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of a Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of that Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of that Trust. CMISC may seek from counsel for a Trust, at the Trust’s expense, or its own counsel advice whenever it deems it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for a Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable

counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC.

Each Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by a Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s bad faith or negligence.

In any case in which a Trust may be asked to indemnify or hold harmless CMISC, CMISC shall advise the Trust of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification.

20. Employees . CMISC is responsible for the employment, control and conduct of its agents and employees and for injury or harm to such agents or employees or to others caused by such agents or employees. CMISC assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

21. AML/CIP . CMISC agrees to use its best efforts to provide anti-money laundering services to each Trust and to operate the Trust’s customer identification program, in each case in accordance with the written procedures developed by CMISC and adopted or approved by the Board of the Trust and with applicable law and regulation. CMISC further agrees to cooperate with any request from examiners or other personnel of U.S. Government agencies having jurisdiction over the Trust for information and records relating to the anti-money laundering procedures or services and consents to inspection by such examiners or other personnel for this purpose.

22. Termination . This Agreement shall continue indefinitely until terminated (with respect to any Trust) by not less than sixty (60) days’ written notice given by the Trust to CMISC or by six (6) months’ written notice given by CMISC to the Trust. Upon termination hereof, the relevant Trust shall pay such compensation as may be due to CMISC as of the date of such termination.

23. Successors . In the event that in connection with termination of this Agreement a successor to any of CMISC’s duties or responsibilities hereunder is designated by a Trust by written notice to CMISC, CMISC shall promptly, at the expense of the Trust, transfer to such successor a certified list of the shareholders of the Funds (with name, address and taxpayer identification or Social Security number), the 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 CMISC under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which CMISC has maintained the same, the Trust shall pay any expenses associated with transferring the same to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from CMISC’s personnel in the establishment of books, records and other data by such successor. CMISC shall be entitled to reasonable compensation and reimbursement of its out-of-pocket expenses in

respect of assistance provided in accordance with the preceding sentence, unless such termination resulted from a material breach of this Agreement by CMISC or was caused by CMISC. Also, in the event of the termination of this Agreement, to the extent permitted by the agreements or licenses described below, CMISC shall, if requested by the officers on behalf of the Board of the Trust, use reasonable efforts to assign to the Trust, or its designee, such portion of its rights under any existing agreements to which it is a party and pursuant to which it has a right to have access to data processing capability in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection therewith as is applicable to the Trust, and in connection with such assignment shall grant to the assignee an irrevocable right and license or sublicenses, on a non-exclusive basis, to use any software used in connection therewith and, on an exclusive basis, any proprietary rights or interest which it has under such agreements or licenses.

24. Use of Affiliated Companies and Subcontractors . In connection with the services to be provided by CMISC under this Agreement, CMISC may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations and upon receipt of approval of the Board of a Trust, make use of (i) its affiliated companies and their directors, trustees, officers and employees and (ii) subcontractors selected by it, with the understanding that there shall be no diminution in the quality or level of services provided to the Trust, and provided that CMISC shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided in this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by CMISC or such parties, except to the extent specifically provided otherwise in this Agreement.

25. Confidentiality . CMISC agrees on behalf of itself and its employees to treat confidentially and as proprietary information of each Trust all records and other information relative to the Trust and its prior, present or potential shareholders and not to use such records and information for any purpose other than performance of its responsibilities and duties under this Agreement, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where CMISC may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or when so requested by the Trust. Furthermore, CMISC will implement procedures reasonably designed to safeguard information in accordance with the Fund’s privacy policy as adopted by the Board and with applicable laws and regulations.

26. Compliance . CMISC agrees to comply with all applicable federal, state and local laws and regulations, codes, orders, self-regulatory organization guidelines or regulations, and government rules in the performance of its duties under this Agreement. CMISC agrees to provide each Trust with such certifications, reports and other information, and reasonable access to appropriate personnel and facilities, as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, applicable laws, rules and regulations. CMISC will implement, test and maintain comprehensive business continuity plans and procedures as appropriate to provide uninterrupted services to the Trust pursuant to this Agreement. Notwithstanding anything else in this Agreement, CMISC will perform all services

covered by the Agreement in a manner so as to conform with the procedures and arrangements described in the Fund’s Prospectus.

27. Market Timing . CMISC will assist other service providers of the Trust as necessary in the implementation of the Trust’s market timing policy adopted by the Board, as set forth in the Fund’s Prospectus. Furthermore, to the extent applicable, CMISC will carry out its obligations set forth in the Fund’s Compliance Program concerning the implementation and administration of policies and procedures relating to Rule 22c-2 under the 1940 Act.

28. Miscellaneous . This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.

The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be amended or modified only by a written document signed by both parties hereto. All provisions regarding indemnification, liability, and limits thereon, and confidentiality shall survive the termination of this Agreement. This Agreement, including the attached Schedules, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and incorporates, merges and supersedes any and all prior understandings and communications, whether written or oral, with respect to such subject matter.

A copy of the Agreement and Declaration of Trust of the Trusts that are organized as Massachusetts business trusts are on file with the Secretary of the Commonwealth of Massachusetts, and CMISC acknowledges that this Agreement is executed on behalf of each Trust by an officer thereof in his or her capacity as an officer thereof and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trusts individually, but are binding solely upon the assets and property of the Trusts. CMISC further acknowledges that the assets and liabilities of each Fund that is a series of a Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust are binding solely upon the assets or property of such Fund. CMISC also agrees that obligations of or arising out of this Agreement with respect to each Fund that is a series of a Trust shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

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


EACH TRUST DESIGNATED IN SCHEDULE A
on behalf of their respective series listed on Schedule A

By:		/s/ J. Kevin Connaughton Name: J. Kevin Connaughton
		Title: President

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.

By:		/s/ Steve Welsh Name: Steve Welsh
		Title: President

Transfer and Dividend Disbursing Agent Agreement

SCHEDULE A
As of March 7, 2011


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 — 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 Global Technology Portfolio
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 — AllianceBernstein International Value Fund
Variable Portfolio — American Century Diversified Bond Fund
Variable Portfolio — American Century Growth Fund
Variable Portfolio — Columbia Wanger International Equities Fund
Variable Portfolio — Columbia Wanger U.S. Equities Fund
Variable Portfolio — Conservative Portfolio
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 — Marsico Growth Fund
Variable Portfolio — MFS Value Fund
Variable Portfolio — Moderate Portfolio
Variable Portfolio — Moderately Aggressive Portfolio
Variable Portfolio — Moderately Conservative Portfolio
Variable Portfolio — Mondrian International Small Cap Fund
Variable Portfolio — Morgan Stanley Global Real Estate Fund
Variable Portfolio — NFJ Dividend Value Fund
Variable Portfolio — Nuveen Winslow Large Cap Growth 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 — Wells Fargo Short Duration Government Fund


Seligman Portfolios, Inc.
Seligman Capital Portfolio
Seligman Communications and Information Portfolio
Seligman Large-Cap Value Portfolio
Seligman Smaller-Cap Value Portfolio

SCHEDULE B

Payments under the Agreement to CMISC shall be made in the first two weeks of the month following the month in which a service is rendered or an expense incurred.

Transfer agency fees for each of Class 1, Class 2 and Class 3 shares shall be calculated at the annual rate of 0.06% of the net assets attributable to such class.

In addition, CMISC shall be entitled to retain as additional compensation for its services all CMISC revenues for fees for wire, telephone, and redemption orders, account transcripts due CMISC from shareholders of the Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement.

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

Except as expressly provided in the Agreement, CMISC shall not be entitled to reimbursement for out-of-pocket expenses. The Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the Agreement.

Exhibit (h)(9)

Agreement and Plan of Reorganization

THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of December 20, 2010, is by and among each entity identified in Exhibits A, B and C hereto as an Acquired Company (each an “ Acquired Company ”), on behalf of each series thereof, as applicable, identified in Exhibits A, B and C hereto as an Acquired Fund (each an “ Acquired Fund ”), each entity identified in Exhibits A, B and C hereto as an Acquiring Company (the “ Acquiring Company ”), on behalf of each series thereof identified in Exhibits A, B and C hereto as an Acquiring Fund (each an “ Acquiring Fund ”), and, for purposes of Sections 6.3 and 9.2 of this Agreement, Columbia Management Investment Advisers, LLC (“ Columbia ”).

This Agreement shall be treated as if each reorganization between an Acquired Fund and its corresponding Acquiring Fund contemplated hereby had been the subject of a separate agreement.

This Agreement covers the following three categories of reorganizations: (i) the “RIC Reorganizations” indentified in Exhibit A, (ii) the “RIC-to-Partnership Reorganizations” identified in Schedule B, (iii) the “Partnership-to-Partnership Reorganizations” identified in Exhibit C.

This Agreement is intended to be and is adopted as, (i) with respect to the RIC Reorganizations, a plan of reorganization and liquidation within the meaning of Section 361(a) and Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “ Code ”), and any successor provision, (ii) with respect to the Acquired Funds participating in the RIC-to-Partnership Reorganizations, a plan of liquidation within the meaning of Section 331 or Section 332 of the Code, as applicable, and (iii) with respect to the Partnership-to-Partnership Reorganizations, a plan of reorganization between two partnerships. The reorganization will consist of the transfer of all of the assets of each Acquired Fund attributable to each class of its shares in exchange for shares of the corresponding class of shares of the corresponding Acquiring Fund (the “ Acquisition Shares ”), and the assumption by each Acquiring Fund of the liabilities of the corresponding Acquired Fund and the distribution of the Acquisition Shares to the relevant shareholders of such Acquired Fund in liquidation of such Acquired Fund, all upon the terms and conditions set forth in this Agreement.

In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. TRANSFER OF ASSETS OF EACH ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF LIABILITIES AND ACQUISITION SHARES AND LIQUIDATION OF SUCH ACQUIRED FUND.

1.1.

Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein,

	(a)		Each Acquired Fund will transfer and deliver to the corresponding Acquiring Fund, and each Acquiring Fund will acquire all the assets of the corresponding Acquired Fund, as set forth in paragraph 1.2;

	(b)		Each Acquiring Fund will assume all of the corresponding Acquired Fund’s liabilities and obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise, in existence on the Closing Date (as defined in paragraph 1.2 hereof) (the “ Obligations ”), except that expenses of the reorganization contemplated hereby to be paid by the Acquired Fund pursuant to paragraph 9.2 shall not be assumed or paid by the Acquiring Fund; and

	(c)		Each Acquiring Fund will issue and deliver to the corresponding Acquired Fund in exchange for the net assets attributable to each class of its shares a number of Acquisition Shares of the corresponding class (including fractional shares, if any) determined by dividing the value of such net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Acquisition Share of the corresponding class computed in the manner and as of the time and date set forth in paragraph 2.2. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “ Closing ”).

1.2.

			the corresponding Acquired Fund’s current and former trustees or directors and officers, acting in their capacities as such, under the corresponding Acquired Fund’s organizational documents as in effect as of the date of this Agreement or under any other agreement of the Acquired Fund shall survive the reorganization as obligations of the Acquiring Fund, and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against the Acquiring Fund, its successors or assigns.

	1.3.		As provided in paragraph 3.4, on the Closing Date or as soon thereafter as is conveniently practicable (the “ Liquidation Date ”), each Acquired Fund will liquidate and distribute pro rata to its shareholders of record of each class of its shares, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), the Acquisition Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by the transfer of the Acquisition Shares then credited to the account of each Acquired Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Acquired Fund’s shareholders and representing the respective pro rata number of Acquisition Shares due such shareholders. The Acquiring Fund shall not be obligated to issue certificates representing Acquisition Shares in connection with such exchange.

	1.4.		With respect to Acquisition Shares distributable pursuant to paragraph 1.3 to an Acquired Fund shareholder holding a certificate or certificates for shares of the Acquired Fund, if any, on the Valuation Date, the Acquired Fund will not permit such shareholder to receive Acquisition Share certificates therefor, to exchange such Acquisition Shares for shares of other investment companies, to effect an account transfer of such Acquisition Shares or to pledge or redeem such Acquisition Shares until such Acquired Fund shareholder has surrendered all his or her outstanding certificates for Acquired Fund shares or, in the event of lost certificates, posted adequate bond.

	1.5.		As soon as practicable after the Closing Date, each Acquired Fund shall make all filings and take all other steps as shall be necessary and proper to effect its complete dissolution under applicable state law. After the Closing Date, no Acquired Fund shall conduct any business except in connection with its dissolution.

2. VALUATION.

	2.1.		The value of each Acquired Fund’s assets to be acquired by the corresponding Acquiring Fund hereunder shall be the value of such assets computed as of the close of regular trading on the New York Stock Exchange on the business day next preceding the Closing (such time and date being herein called the “ Valuation Date ”) using the valuation procedures set forth in the organizational documents of the corresponding Acquiring Fund and/or the then current prospectus or prospectuses or statement or statements of additional information of the corresponding Acquiring Fund (collectively, as amended or supplemented from time to time, the “ Acquiring Fund Prospectus ”) for determining net asset value, after deduction for the expenses of the reorganization contemplated hereby to be paid by the Acquired Fund pursuant to paragraph 9.2, and shall be certified by the Acquired Fund.

	2.2.		For the purpose of paragraph 2.1, the net asset value of an Acquisition Share of each class shall be the net asset value per share computed as of the close of regular trading on the New York Stock Exchange on the Valuation Date, using the valuation procedures set forth in the organizational documents of the Acquiring Fund and/or the Acquiring Fund Prospectus for determining net asset value.

3. CLOSING AND CLOSING DATE.

	3.1.		The Closing Date shall be on such date as the Acquiring Fund and Acquired Fund may agree. The Closing shall be held at Columbia’s offices, One Financial Center, Boston, Massachusetts 02111 (or such other place as the parties may agree), at such time as the parties may agree.

	3.2.		The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to the custodian for the corresponding Acquiring Fund (the “ Custodian ”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third

			party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the Investment Company Act of 1940, as amended (the “ 1940 Act ”) and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund].”

	3.3.		In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of each Acquired Fund or the corresponding Acquiring Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Date, this Agreement may be terminated by either the Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party.

	3.4.		At the Closing, each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund’s shareholders and the number of outstanding shares of each class of the Acquired Fund owned by each Acquired Fund shareholder, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. The Acquiring Fund will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 1.1 have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, each Acquiring Fund will provide to the corresponding Acquired Fund evidence satisfactory to the corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the corresponding Acquired Fund’s shareholders as provided in paragraph 1.3.

	3.5.		At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and dissolution contemplated by paragraph 1.

4. REPRESENTATIONS AND WARRANTIES.

4.1.

Each Acquired Fund represents and warrants the following to the corresponding Acquiring Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

	(a)		The Acquired Company is duly organized, validly existing and in good standing under the laws of its state of organization;

	(b)		The Acquired Company is a duly registered investment company classified as a management company of the open-end type (or, in the case of RiverSource LaSalle International Real Estate Fund, Inc., of the closed-end type) and its registration with the Securities and Exchange Commission as an investment company under the 1940 Act is in full force and effect, and, as applicable, the Acquired Fund is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Acquired Company and the 1940 Act;

	(c)		The Acquired Fund is not in violation in any material respect of any provision of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

	(d)		The Acquired Fund has no material contracts or other commitments (other than this Agreement and such other contracts as may be entered into in the ordinary course of its business) that if terminated may result in material liability to the Acquired Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing Date will be due from the Acquired Fund;

	(e)		To the knowledge of the Acquired Fund, except as has been disclosed in writing to the corresponding Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund, any of its properties or assets, or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

	(f)		The statement of assets and liabilities, the statement of operations, the statement of changes in net assets, and the schedule of investments of the Acquired Fund, as of the last day of and for its most recently completed fiscal year, audited by the Acquired Fund’s independent registered public accounting firm (and, if applicable, an unaudited statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments for any subsequent semiannual period following the most recently completed fiscal year), copies of which have been furnished to the corresponding Acquiring Fund, fairly reflect the financial condition and results of operations of the Acquired Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied, and the Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since the last day of the Acquired Fund’s most recently completed fiscal year;

	(g)		Since the last day of the Acquired Fund’s most recently completed fiscal year, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquired Fund of indebtedness, except as disclosed in writing to the corresponding Acquiring Fund. For the purposes of this subparagraph (g), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business;

	(h)		In the case of each Acquired Fund identified in Exhibit A or B, the Acquired Fund has met the requirements of subchapter M of the Code for treatment as a “regulated investment company” within the meaning of Sections 851 and 852 of the Code in respect of each taxable year since the commencement of its operations, and will continue to meet such requirements at all times through the Closing Date;

	(i)		In the case of each Acquired Fund identified in Exhibit C, the Acquired Fund is a business enterprise that has not elected to be classified as an association taxable as a corporation and, based on its ownership by multiple insurance company separate accounts, has treated itself as a partnership for federal income tax purposes since the commencement of its operations, and will continue to treat itself as a partnership at all times through the Closing Date;

	(j)		In the case of each Acquired Fund that serves as a funding vehicle for variable annuity and/or variable life insurance contracts, for all taxable years and all applicable quarters of the Acquired Fund since the commencement of its operations, the assets of the Acquired Fund have been sufficiently diversified that each segregated asset account investing all its assets in the Acquired Fund was adequately diversified within the meaning of Section 817(h) of the Code and applicable regulations thereunder;

	(k)		As of the Closing Date, all federal, state and other tax returns and reports of the Acquired Fund required by law to have been filed by such date (giving effect to extensions) shall have been filed in accordance with Acquired Fund’s classification for tax purposes as set forth in paragraph 4.1(h) or (i) as applicable, and all federal, state and other taxes shown to be due on such returns and reports or on any assessment received shall have been paid, or provisions shall have been made for the payment thereof. All of the Acquired Fund’s tax liabilities will have been adequately provided for on its books. To the best of the Acquired Fund’s knowledge, it will not have had any tax deficiency or liability asserted against it or question with respect thereto raised by the Internal Revenue Service or by any state or local tax authority, and it will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid;

	(l)		Exhibit D hereto sets forth the authorized capital of the Acquired Fund. All issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (except as set forth in the most recent prospectus or prospectuses or statement or statements of additional information constituting part of the Acquired Fund’s registration statement under the 1940 Act (collectively, as amended or supplemented from time to time, the “ Acquired Fund Prospectus ”)) by the Acquired Fund and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. Except as set forth on Exhibit D hereto, no options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of common stock of the Acquired Fund are outstanding and none will be outstanding on the Closing Date;

	(m)		The Acquired Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund Prospectus, except as previously disclosed in writing to the corresponding Acquiring Fund;

	(n)		The execution, delivery and performance of this Agreement has been duly authorized by the directors or trustees, as applicable, of the Acquired Fund, and, upon approval thereof by the required majority of the shareholders of the Acquired Fund, this Agreement will constitute the valid and binding obligation of the Acquired Fund enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

	(o)		The Acquisition Shares to be issued to the Acquired Fund pursuant to paragraph 1 will not be acquired for the purpose of making any distribution thereof other than to the Acquired Fund’s shareholders as provided in paragraph 1.3;

	(p)		The information provided by the Acquired Fund for use in the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations as applicable thereto;

	(q)		No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the Securities Act of 1933, as amended (the “ 1933 Act ”), the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), the 1940 Act and state securities or “Blue Sky” laws (which terms used herein shall include the laws of the District of Columbia and of Puerto Rico);

	(r)		At the Closing Date, the Acquired Fund will have good and marketable title to its assets to be transferred to the corresponding Acquiring Fund pursuant to paragraph 1.1 and will have full right, power and authority to sell, assign, transfer and deliver the Investments (as defined below) and any other assets and liabilities of the Acquired Fund to be transferred to the corresponding Acquiring Fund pursuant to this Agreement. At the Closing Date, subject only to the delivery of the Investments and any such other assets and liabilities and payment therefor as contemplated by this Agreement, the corresponding Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and liabilities subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed to the corresponding Acquiring Fund. As used in this Agreement, the term “Investments” shall mean the Acquired Fund’s investments shown on the schedule of its investments as of the date of its most recently completed fiscal year, referred to in subparagraph 4.1(f) hereof, as supplemented with such changes in the portfolio as the Acquired Fund shall make, and changes resulting from stock dividends, stock split-ups, mergers and similar corporate actions through the Closing Date;

	(s)		At the Closing Date, the Acquired Fund will have sold such of its assets, if any, as are necessary based on information provided by the corresponding Acquiring Fund and contingent on the accuracy of such information to assure that, after giving effect to the acquisition of the assets of the Acquired Fund pursuant to this Agreement, the Acquiring Fund, if classified as a “diversified company” within the meaning of

			Section 5(b)(1) of the 1940 Act, will remain a “diversified company” and in compliance in all material respects with such other mandatory investment restrictions as are set forth in the Acquiring Fund Prospectus, as amended through the Closing Date; and

	(t)		No registration of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the corresponding Acquiring Fund or the Acquired Fund, except as previously disclosed by the Acquired Fund to the corresponding Acquiring Fund.

4.2.

Each Acquiring Fund represents and warrants the following to the corresponding Acquired Fund as of the date hereof and agrees to confirm the continuing accuracy and completeness in all material respects of the following on the Closing Date:

	(a)		The Acquiring Company is duly organized, validly existing and in good standing under the laws of its state of organization;

	(b)		The Acquiring Company is a duly registered investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund, as applicable, is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Acquiring Company and the 1940 Act;

	(c)		The Acquiring Fund Prospectus conforms in all material respects to the applicable requirements of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there are no material contracts to which the Acquiring Fund is a party that are not referred to in the Acquiring Fund Prospectus or in the registration statement of which it is a part;

	(d)		At the Closing Date, the Acquiring Fund will have good and marketable title to its assets;

	(e)		The Acquiring Fund is not in violation in any material respect of any provisions of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

	(f)		To the knowledge of the Acquiring Fund, except as has been disclosed in writing to the corresponding Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund, any of its properties or assets, or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

	(g)		The statement of assets and liabilities, the statement of operations, the statement of changes in net assets, and the schedule of investments of the Acquiring Fund, as of the last day of and for its most recently completed fiscal year, audited by the Acquiring Fund’s independent registered public accounting firm (and, if applicable, an unaudited statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments for any subsequent semiannual period following the most recently completed fiscal year), copies of which have been furnished to the Acquired Fund, fairly reflect the financial condition and results of operations of the Acquiring Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied, and the Acquiring Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since the last day of the Acquiring Fund’s most recently completed fiscal year;

	(h)		Since the last day of the Acquiring Fund’s most recently completed fiscal year, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquiring Fund of indebtedness, except as disclosed in writing to the Acquired Fund. For the purposes of this subparagraph (h), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business;

	(i)		In the case of each Acquiring Fund identified in Exhibit A, the Acquiring Fund has met the requirements of subchapter M of the Code for treatment as a “regulated investment company” within the meaning of Sections 851 and 852 of the Code in respect of each taxable year since the commencement of operations, and will continue to meet such requirements at all times through the Closing Date;

	(j)		(i) In the case of each Acquiring Fund identified in Exhibit B, the Acquiring Fund has been classified as a partnership for federal income tax purposes in respect of each taxable year since the commencement of its operations, and will continue to be classified as a partnership through the Closing Date and (ii) in the case of each Acquiring Fund identified in Exhibit C, the Acquiring Fund is a business enterprise that has not elected to be classified as an association taxable as a corporation and, based on its ownership by multiple insurance company separate accounts, has treated itself as a partnership for federal income tax purposes since the commencement of its operations, and will continue to treat itself as a partnership at all times through the Closing Date;

	(k)		In the case of each Acquiring Fund that serves as a funding vehicle for variable annuity and/or variable life insurance contracts, for all taxable years and all applicable quarters of the Acquiring Fund since the commencement of its operations, the assets of the Acquiring Fund have been sufficiently diversified that each segregated asset account investing all its assets in the Acquiring Fund was adequately diversified within the meaning of Section 817(h) of the Code and applicable regulations thereunder;

	(l)		As of the Closing Date, all federal, state and other tax returns and reports of the Acquiring Fund required by law to have been filed by such date (giving effect to extensions) shall have been filed in accordance with the Acquired Fund’s classification for tax purposes as set forth in paragraph 4.2(i) or (j) as applicable, and all federal, state and other taxes shown to be due on such returns and reports or any assessments received shall have been paid, or provisions shall have been made for the payment thereof. All of the Acquiring Fund’s tax liabilities will have been adequately provided for on its books. To the best of the Acquiring Fund’s knowledge, it will not have not have had any tax deficiency or liability asserted against it or question with respect thereto raised by the Internal Revenue Service or by any state or local tax authority, and it will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid;

	(m)		Exhibit E hereto sets forth the authorized capital of the Acquiring Fund. All issued and outstanding shares of the Acquiring Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (except as set forth in the Acquiring Fund Prospectus) by the Acquiring Fund and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. Except as set forth on Exhibit E hereto, no options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of common stock of the Acquiring Fund are outstanding and none will be outstanding on the Closing Date;

	(n)		The Acquiring Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquiring Fund Prospectus;

	(o)		The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes the valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

	(p)		The Acquisition Shares to be issued and delivered to the corresponding Acquired Fund pursuant to the terms of this Agreement will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued shares in the Acquiring Fund, and will be fully paid and non-assessable (except as set forth in the Acquiring Fund Prospectus) by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof;

	(q)		The information to be furnished by the Acquiring Fund for use in the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations applicable thereto; and

	(r)		No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or “Blue Sky” laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico).

5. COVENANTS OF EACH ACQUIRED FUND AND THE CORRESPONDING ACQUIRING FUND.

Each Acquired Fund and the corresponding Acquiring Fund hereby covenants and agrees with the other as follows:

	5.1.		Each Acquiring Fund and each Acquired Fund will each operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions.

	5.2.		Each Acquired Fund will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby.

	5.3.		In connection with each Acquired Fund shareholders’ meeting referred to in paragraph 5.2, the corresponding Acquiring Fund will prepare a Prospectus/Proxy Statement for such meeting, to be included in a Registration Statement on Form N-14 (the “ Registration Statement ”), which the corresponding Acquiring Fund will prepare and file for registration under the 1933 Act of the Acquisition Shares to be distributed to each Acquired Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 1940 Act.

	5.4.		The information to be furnished by each Acquired Fund for use in the Registration Statement and the information to be furnished by the corresponding Acquiring Fund for use in the Prospectus/Proxy Statement, each as referred to in paragraph 5.3, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto.

	5.5.		Each Acquiring Fund will advise the corresponding Acquired Fund promptly if at any time prior to the Closing Date the assets of such Acquired Fund include any securities that the Acquiring Fund is not permitted to acquire.

	5.6.		Subject to the provisions of this Agreement, the Acquired Fund and the corresponding Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions.

	5.7.		Each Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or “Blue Sky” laws as it may deem appropriate in order to continue its operations after the Closing Date.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND.

The obligation of each Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the corresponding Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions:

	6.1.		The corresponding Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the corresponding Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the corresponding Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date.

	6.2.		The Acquired Fund shall have received a favorable opinion of counsel to the corresponding Acquiring Fund, dated the Closing Date and in a form satisfactory to the Acquired Fund, to the following effect:

	(a)		The Acquiring Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and, as applicable, the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Acquiring Company;

	(b)		This Agreement has been duly authorized, executed and delivered on behalf of the corresponding Acquiring Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, is the valid and binding obligation of the corresponding Acquiring Fund enforceable against the corresponding Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

	(c)		The corresponding Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and upon consummation of the transactions contemplated hereby the corresponding Acquiring Fund will have duly assumed such liabilities;

	(d)		The Acquisition Shares to be issued for transfer to the Acquired Fund’s shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable shares in the corresponding Acquiring Fund, and no shareholder of the corresponding Acquiring Fund has any preemptive right of subscription or purchase in respect thereof;

	(e)		The execution and delivery of this Agreement did not, and the performance by the corresponding Acquiring Fund of its obligations hereunder will not, violate the corresponding Acquiring Fund’s organizational documents, or any provision of any agreement known to such counsel to which the corresponding Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which such Acquiring Fund is a party or by which it is bound;

	(f)		To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the corresponding Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or “Blue Sky” laws or such as have been obtained;

	(g)		Such counsel does not know of any legal or governmental proceedings relating to the Acquiring Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Registration Statement that are not described as required;

	(h)		The Acquiring Company is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and

	(i)		To the knowledge of such counsel, except as has been disclosed in writing to the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the corresponding Acquiring Fund or any of its properties or assets or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the corresponding Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated hereby.

	6.3.		For the period beginning at the Closing Date and ending not less than six years thereafter, Columbia, its successors and assigns, shall provide, or cause to be provided, liability coverage at least comparable in scope and amount to the liability coverage currently applicable to any former and/or current trustees/directors and officers of the Acquired Funds as of the date of this Agreement, covering the actions of such trustees/directors and officers of the Acquired Funds for the period(s) they served as such. Any related costs or expenses shall be allocated based on paragraph 9.2.

	6.4		Each of Columbia Global Equity Fund, Columbia Balanced Fund and Columbia Large Cap Growth Fund, as applicable, shall have certified to the corresponding Acquired Fund that the shareholders of such Acquiring Fund have approved the investment management services agreement approved by the applicable board of trustees/directors at its meeting held in September, 2010.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND.

The obligations of each Acquiring Fund to complete the transactions provided for herein shall be subject, at its election, to the performance by the corresponding Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, to the following further conditions:

	7.1.		The corresponding Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the corresponding Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the corresponding Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date;

	7.2.		The Acquiring Fund shall have received a favorable opinion of counsel to the corresponding Acquired Fund dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect:

	(a)		The Acquired Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and the corresponding Acquired Fund, as applicable, is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Acquired Company;

	(b)		This Agreement has been duly authorized, executed and delivered on behalf of the corresponding Acquired Fund and, assuming the Registration Statement and Prospectus/Proxy Statement referred to in paragraph 5.3 comply with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the corresponding Acquired Fund enforceable against the corresponding Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

	(c)		The corresponding Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the corresponding Acquired Fund will have duly transferred such assets to the Acquiring Fund;

	(d)		The execution and delivery of this Agreement did not, and the performance by the corresponding Acquired Fund of its obligations hereunder will not, violate the corresponding Acquired Fund’s organizational documents or any provision of any agreement known to such counsel to which the corresponding Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the corresponding Acquired Fund is a party or by which it is bound;

	(e)		To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the corresponding Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained;

	(f)		Such counsel does not know of any legal or governmental proceedings relating to the corresponding Acquired Fund existing on or before the date of mailing of the Prospectus/Proxy Statement referred to in paragraph 5.3 or the Closing Date required to be described in the Prospectus/Proxy Statement that are not described as required;

	(g)		The Acquired Company is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and

	(h)		To the knowledge of such counsel, except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the corresponding Acquired Fund or any of its properties or assets or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the corresponding Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated thereby.

	7.3.		With respect to the RIC Reorganizations and the RIC-to-Partnership Reorganizations, on or prior to the Closing Date, the corresponding Acquired Fund shall have declared a dividend or dividends which, together with all previous dividends, shall have the effect of distributing (i) all of the excess of (a) the corresponding Acquired Fund’s interest income excludable from gross income under Section 103(a) of the Code over (b) the corresponding Acquired Fund’s deductions disallowed under Sections 265 or 171(a)(2) of the Code, (ii) all of the corresponding Acquired Fund’s investment company taxable income as defined in Section 852 of the Code (in the case of both (i) and (ii) computed without regard to any deduction for dividends paid), and (iii) all of the corresponding Acquired Fund’s net capital gain realized (after reduction for any capital loss carryover); the amounts in (i), (ii) and (iii) shall in each case include amounts for both (x) the corresponding Acquired Fund’s taxable year that will end on the Closing Date, and (y) any prior taxable year of the corresponding Acquired Fund, to the extent such dividend or dividends are eligible to be treated as paid during such prior year under Section 855(a) of the Code.

	7.4.		The corresponding Acquired Fund shall have furnished to the Acquiring Fund a certificate, signed by the President (or any Vice President) and the Treasurer (or Assistant Treasurer) of the corresponding Acquired Fund, as to the adjusted tax basis in the hands of the corresponding Acquired Fund of the securities delivered to the Acquiring Fund pursuant to this Agreement, and shall have delivered a copy of the tax books and records of the Acquired Fund necessary for purposes of preparing any tax returns required by law to be filed by the Acquiring Fund after the Closing Date.

	7.5.		The custodian of the corresponding Acquired Fund shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the corresponding Acquired Fund held by such custodian as of the Valuation Date.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND AND THE CORRESPONDING ACQUIRING FUND.

The respective obligations of each Acquired Fund and the corresponding Acquiring Fund hereunder are subject to the further conditions that on or before the Closing Date:

	8.1.		This Agreement and the transactions contemplated herein shall have received all necessary shareholder approvals at the meeting of shareholders of each Acquired Fund referred to in paragraph 5.2.

	8.2.		On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereby.

	8.3.		All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Securities and Exchange Commission and of state “Blue Sky” and securities authorities) deemed necessary by the Acquired Fund or the corresponding Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except when failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquired Fund or the corresponding Acquiring Fund.

	8.4.		The Registration Statement shall have become effective under the 1933 Act and no stop order suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act.

	8.5.		With respect to the RIC Reorganizations, the Acquired Fund and the corresponding Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP satisfactory to each of them (which opinion will be subject to certain qualifications), substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations promulgated thereunder, current administrative rules and court decisions, as further described below, for U.S. federal income tax purposes:

	(a)		The transaction contemplated by this Agreement will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

	(b)		Under Sections 361 and 357 of the Code, no gain or loss will be recognized by the Acquired Fund upon (i) the transfer of all its assets to the Acquiring Fund in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund or (ii) the distribution of the Acquisition Shares by the Acquired Fund to its shareholders in liquidation;

	(c)		Under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon receipt of the assets of the Acquired Fund in exchange for the Acquisition Shares and the assumption by the Acquiring Fund of all liabilities and obligations of the Acquired Fund;

	(d)		Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Fund will be the same as the Acquired Fund’s tax basis of such assets immediately prior to the transfer;

	(e)		Under Section 1223(2) of the Code, the Acquiring Fund’s holding periods for the assets received from the Acquired Fund will include the periods during which such assets were held by the Acquired Fund;

	(f)		Under Section 354 of the Code, no gain or loss will be recognized by the Acquired Fund’s shareholders upon the exchange of all of their shares of the Acquired Fund for the Acquisition Shares;

	(g)		Under Section 358 of the Code, the aggregate tax basis of Acquisition Shares received by a shareholder of the Acquired Fund will be the same as the aggregate tax basis of the Acquired Fund’s shares exchanged therefor;

	(h)		Under Section 1223(1) of the Code, an Acquired Fund shareholder’s holding period for the Acquisition Shares received will be determined by including the shareholder’s holding period for the Acquired Fund shares exchanged therefor, provided the shareholder held such Acquired Fund shares as capital assets on the date of the exchange; and

	(i)		The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder.

			Ropes & Gray LLP will express no view with respect to the effect of a reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or upon the termination thereof or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction.

			Each opinion will be based on certain factual certifications made by officers of the Acquired Fund and the corresponding Acquiring Fund, and will also be based on customary assumptions. Each opinion will note and distinguish certain published precedent. The opinions are not guarantees that the tax consequences of the reorganizations will be as described above. There is no assurance that the Internal Revenue Service or a court would agree with the opinions.

	8.6.		With respect to the RIC-to-Partnership Reorganizations, the Acquired Fund and the corresponding Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP satisfactory to each of them (which opinion will be subject to certain qualifications), substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations promulgated thereunder, current administrative rules and court decisions, for U.S. federal income tax purposes:

	(a)		Under Section 723 of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Fund in the RIC-to-Partnership Reorganization will be the same as the Acquired Fund’s tax basis in such assets immediately prior to the RIC-to-Partnership Reorganization;

	(b)		Under Section 1223(2) of the Code, the Acquiring Fund’s holding periods in the assets received from the Acquired Fund in the RIC-to-Partnership Reorganization will include the Acquired Fund’s holding periods in such assets; and

	(c)		Under Sections 852(b) and 561(a) of the Code, the Acquired Fund’s distribution of the Acquisition Shares will eliminate the tax liability of the Acquired Fund with respect to any gain recognized upon the distribution of the Acquisition Shares to the Acquired fund shareholders.

			The opinion will not address the tax consequences of the RIC-to-Partnership Reorganization to the Acquired Fund shareholders. Ropes & Gray LLP will express no view with respect to the effect of a reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or upon the termination thereof or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction.

			Each opinion will be based on certain factual certifications made by officers of the Acquired Fund and the corresponding Acquiring Fund, and will also be based on customary assumptions. The opinions are not guarantees that the tax consequences of the reorganizations will be as described above. There is no assurance that the Internal Revenue Service or a court would agree with the opinions.

	8.7		With respect to the Partnership-to-Partnership Reorganizations, the Acquired Fund and the corresponding Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP satisfactory to each of them (which opinion will be subject to certain qualifications), substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations promulgated thereunder, current administrative rules and court decisions, for U.S. federal income tax purposes:

	(a)		Under Section 723 of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Fund in the Partnership-to-Partnership Reorganization will be the same as the Acquired Fund’s tax basis in such assets immediately prior to the Partnership-to-Partnership Reorganization; and

	(b)		Under Section 1223(2) of the Code, the Acquiring Fund’s holding periods in the assets received from the Acquired Fund in the Partnership-to-Partnership Reorganization will include the Acquired Fund’s holding periods in such assets.

			The opinion will not address the tax consequences of the Partnership-to-Partnership Reorganization to the Acquired Fund shareholders. Ropes & Gray LLP will express no view with respect to the effect of a reorganization on any transferred asset as to which any unrealized gain or loss is required to be recognized under U.S. federal income tax principles (i) at the end of a taxable year or upon the termination thereof or (ii) upon the transfer of such asset regardless of whether such a transfer would otherwise be a non-taxable transaction.

			Each opinion will be based on certain factual certifications made by officers of the Acquired Fund and the corresponding Acquiring Fund, and will also be based on customary assumptions and certain other reasonable assumptions acceptable to Ropes & Gray LLP and the Acquired Fund and corresponding Acquiring Fund. The opinions are not guarantees that the tax consequences of the reorganizations will be as described above. There is no assurance that the Internal Revenue Service or a court would agree with the opinions.

	8.8		At any time prior to the Closing, any of the foregoing conditions of this Agreement may be waived jointly by the Board of Trustees/Directors of each of the Acquired Fund and the corresponding Acquiring Fund, if, in their judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund or the corresponding Acquiring Fund.

9. BROKERAGE FEES AND EXPENSES.

	9.1.		Each Acquired Fund and corresponding Acquiring Fund represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

	9.2.		All fees paid to governmental authorities for the registration or qualification of the Acquisition Shares and all transfer agency costs related to the Acquisition Shares shall be allocated to the corresponding Acquiring Fund. All fees and expenses related to printing and mailing communications to Acquired Fund shareholders shall be allocated to the Acquired Fund. All of the other expenses of the transactions, including without limitation, accounting, legal and custodial expenses, contemplated by this Agreement shall be allocated equally between the Acquired Fund and the corresponding Acquiring Fund. The expenses detailed above shall be borne by the Fund to which they are allocated; except that Columbia shall bear such expenses to the extent such expenses exceed the anticipated reduction in expenses borne by the Fund’s shareholders over the first year following the reorganization. In the event the Closing does not occur, Columbia shall bear all such expenses.

10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.

	10.1.		Each Acquired Fund and corresponding Acquiring Fund agrees that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

	10.2.		The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder except paragraphs 1.1, 1.2, 1.3, 1.5, 5.4, 5.6, 6.3, 9, 10, 13 and 14.

11. TERMINATION.

11.1.

This Agreement may be terminated by the mutual agreement of each Acquired Fund and corresponding Acquiring Fund. In addition, either an Acquired Fund or the corresponding Acquiring Fund may at its option terminate this Agreement at or prior to the Closing Date because:

	(a)		of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing Date;

	(b)		a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met; or

	(c)		any governmental authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement or the consummation of any of the transactions contemplated herein and such judgment, injunction, order, ruling, decree or other action becomes final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 11.1(c) shall have used its reasonable best efforts to have such judgment, injunction, order, ruling, decree or other action lifted, vacated or denied.

			If any transaction contemplated by this Agreement has not been substantially completed by December 31, 2011, this Agreement shall automatically terminate on that date with respect to that transaction, unless a later date is agreed to by both the Acquired Fund and the corresponding Acquiring Fund.

	11.2.		If for any reason the transactions contemplated by this Agreement are not consummated, no party shall be liable to any other party for any damages resulting therefrom, including without limitation consequential damages.

12. AMENDMENTS.

This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of each Acquired Fund and corresponding Acquiring Fund; provided, however, that following the shareholders’ meeting called by each Acquired Fund pursuant to paragraph 5.2 no such amendment may have the effect of changing the provisions for determining the number of the Acquisition Shares to be issued to shareholders of such Acquired Fund under this Agreement to the detriment of such shareholders without their further approval.

13. NOTICES.

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Acquired Fund or the corresponding Acquiring Fund, 5228 Ameriprise Financial Center, Minneapolis, MN 55474, Attention: Secretary.

14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON- RECOURSE.

	14.1.		The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

	14.2.		This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

	14.3.		This Agreement shall be governed by and construed in accordance with the domestic substantive laws of The Commonwealth of Massachusetts, without giving effect to any choice or conflicts of law rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.

	14.4.		This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.5.

For an Acquiring Trust or Acquired Trust that is a Massachusetts business trust only: A copy of the Declaration of Trust of the Acquiring Trust or the Acquired Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, agent or employee of the Acquiring Trust or the Acquired Trust shall have any personal liability under this Agreement, and that insofar as it relates to any Acquiring Fund or Acquired Fund, this Agreement is binding only upon the assets and properties of such Acquiring Fund or Acquired Fund.

[THE REST OF THIS PAGE IS INTENTIONALLY BLANK.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as set forth below.


Columbia Funds Series Trust		RiverSource Special Tax-Exempt Series Trust
Columbia Funds Series Trust I		RiverSource Income Series, Inc.
RiverSource Investment Series, Inc.		RiverSource Government Income Series, Inc.
RiverSource Series Trust		Columbia Funds Variable Insurance Trust I
Seligman Global Fund Series, Inc.		Seligman Portfolios, Inc.
RiverSource Global Series, Inc.		RiverSource Variable Series Trust
RiverSource Bond Series, Inc.		Columbia Funds Variable Insurance Trust


		On behalf of each Acquiring Fund thereof identified on Exhibits A, B and/or C
Attested by:

/s/ Ryan C. Larrenaga
Name:	Ryan C. Larrenaga	By:	/s/ J. Kevin Connaughton
			Name:	J. Kevin Connaughton
			Title:	President


RiverSource Managers Series, Inc.		RiverSource Special Tax-Exempt Series Trust
RiverSource Market Advantage Series, Inc.		Seligman Municipal Fund Series, Inc.
Seligman Capital Fund, Inc.		RiverSource Tax-Exempt Series, Inc.
Columbia Funds Series Trust		RiverSource Tax-Exempt Income Series, Inc.
Columbia Funds Series Trust I		RiverSource Market Advantage Series, Inc.
RiverSource Dimensions Series, Inc.		RiverSource Income Series, Inc.
RiverSource Sector Series, Inc.		RiverSource Investment Series, Inc.
Seligman LaSalle Real Estate Fund Series, Inc.		Seligman Growth Fund, Inc.
RiverSource International Series, Inc.		RiverSource Dimensions Series, Inc.
RiverSource Global Series, Inc.		RiverSource Selected Series, Inc.
RiverSource Government Income Series, Inc.		Seligman Portfolios, Inc.
RiverSource Strategic Allocation Series, Inc.		Columbia Funds Variable Insurance Trust
RiverSource California Tax-Exempt Trust		RiverSource Variable Series Trust
Seligman Municipal Series Trust		Seligman Portfolios, Inc.


		On behalf of each Acquired Fund thereof identified on Exhibits A, B and/or C
Attested by:

/s/ Ryan C. Larrenaga
Name:	Ryan C. Larrenaga	By:	/s/ J. Kevin Connaughton
			Name:	J. Kevin Connaughton
			Title:	President

		Solely for purposes of Sections 6.3 and 9.2 of the Agreement

		Columbia Management Investment Advisers, LLC

Attested by:

/s/ Ryan Larrenaga		By:	/s/ Christopher Thompson
Name:	Ryan C. Larrenaga		Name:	Christopher Thompson
			Title:	Senior Vice President and Head of Investment Products and Marketing

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as set forth below.


		RiverSource LaSalle International Real Estate Fund, Inc.
Attested by:

/s/ Ryan C. Larrenaga
Name:	Ryan C. Larrenaga	By:	/s/ J. Kevin Connaughton
			Name:	J. Kevin Connaughton
			Title:	President

EXHIBIT A — RIC REORGANIZATIONS


Transaction #	Merger #	Acquired Company	Acquired Fund	Acquiring Company	Acquiring Fund
T01	M01	RiverSource Managers Series, Inc.	RiverSource Partners Fundamental Value Fund	Columbia Funds Series Trust I (“CFSTI”)	Columbia Contrarian Core Fund

T02	M02	CFSTI	Columbia Blended Equity Fund	Columbia Funds Series Trust (“CFST”)	Columbia Large Cap Core Fund

T03	M03	CFSTI	Columbia Select Opportunities Fund	CFSTI	Columbia Strategic Investor Fund

T03	M04	CFSTI	Columbia Mid Cap Core Fund	CFSTI	Columbia Strategic Investor Fund

T04	M05	RiverSource Market Advantage Series, Inc.	RiverSource S&P 500 Index Fund	CFST	Columbia Large Cap Index Fund

T05	M06	CFSTI	Columbia Disciplined Value Fund	RiverSource Investment Series, Inc. ^*	Columbia Large Value Quantitative Fund (formerly, RiverSource Disciplined Large Cap Value Fund)

T06	M07	Seligman Capital Fund, Inc.	Seligman Capital Fund	CFSTI	Columbia Mid Cap Growth Fund

T07	M08	RiverSource Market Advantage Series, Inc.	RiverSource Small Company Index Fund	CFST	Columbia Small Cap Index Fund

T08	M09	CFST	Columbia Small Cap Growth Fund II	CFSTI	Columbia Small Cap Growth Fund I

T09	M10	RiverSource Dimensions Series, Inc.	RiverSource Disciplined Small Cap Value Fund	CFSTI	Columbia Small Cap Value Fund I

T10	M11	RiverSource Sector Series, Inc.	RiverSource Real Estate Fund	CFSTI	Columbia Real Estate Equity Fund

T10	M12	Seligman LaSalle Real Estate Fund Series, Inc.	RiverSource LaSalle Global Real Estate Fund	CFSTI	Columbia Real Estate Equity Fund

T10	M13	Seligman LaSalle Real Estate Fund Series, Inc.	RiverSource LaSalle Monthly Dividend Real Estate Fund	CFSTI	Columbia Real Estate Equity Fund

T10	M13A	RiverSource LaSalle International Real Estate Fund, Inc.	RiverSource LaSalle International Real Estate Fund, Inc.	CFSTI	Columbia Real Estate Equity Fund

T11	M14	CFSTI	Columbia Technology Fund	Seligman Global Fund Series, Inc. ^**	Columbia Seligman Global Technology Fund (formerly, Seligman Global Technology Fund)


^*		The Board of RiverSource Investment Series, Inc. has approved the redomiciling of Columbia Large Value Quantitative Fund, a series of RiverSource Investment Series, Inc., into a newly created series of RiverSource Series Trust that has also been named Columbia Large Value Quantitative Fund. The redomiciling is subject to approval by shareholders of Columbia Large Value Quantitative Fund. If the redomiciling is approved by shareholders of Columbia Large Value Quantitative Fund, it is expected that the redomiciling will occur prior to the reorganization, in which case Columbia Large Value Quantitative Fund will be the existing series of RiverSource Series Trust. If the redomiciling has not been completed prior to the closing of the reorganization, Columbia Large Value Quantitative Fund will be the existing series of RiverSource Investment Series, Inc. Except as otherwise noted, information contained herein relating to Columbia Large Value Quantitative Fund applies to both the existing series of RiverSource Investment Series, Inc. and the newly-created series of RiverSource Series Trust.

^**		The Board of Seligman Global Fund Series, Inc. has approved the redomiciling of Columbia Seligman Global Technology Fund, a series of Seligman Global Fund Series, Inc., into a newly created series of RiverSource Series Trust that has also been named Columbia Seligman Global Technology Fund. The redomiciling is subject to approval by shareholders of Columbia Seligman Global Technology Fund. If the redomiciling is approved by shareholders of Columbia Seligman Global Technology Fund, it is expected that the redomiciling will occur prior to the reorganization, in which case Columbia Seligman Global Technology Fund will be the existing series of RiverSource Series Trust. If the redomiciling has not been completed prior to the closing of the reorganization, Columbia Seligman Global Technology Fund will be the existing series of Seligman Global Fund Series, Inc. Except as otherwise noted, information contained herein relating to Columbia Seligman Global Technology Fund applies to both the existing series of Seligman Global Fund Series, Inc. and the newly-created series of RiverSource Series Trust.


Transaction #	Merger #	Acquired Company	Acquired Fund	Acquiring Company	Acquiring Fund
T13	M16	RiverSource International Series, Inc.	RiverSource Disciplined International Equity Fund	CFST	Columbia Multi-Advisor International Equity Fund

T13	M17	RiverSource International Series, Inc.	Threadneedle International Opportunity Fund	CFST	Columbia Multi-Advisor International Equity Fund

T13	M18	CFSTI	Columbia International Stock Fund	CFST	Columbia Multi-Advisor International Equity Fund

T13	M19	CFSTI	Columbia International Growth Fund	CFST	Columbia Multi-Advisor International Equity Fund

[Reserved]	[Reserved]	[Reserved]	[Reserved]	[Reserved]	[Reserved]

T15	M23	CFST	Columbia Global Value Fund	RiverSource Global Series, Inc. ^*	Columbia Global Equity Fund (formerly, Threadneedle Global Equity Fund)

T15	M24	CFSTI	Columbia World Equity Fund	RiverSource Global Series, Inc. ^*	Columbia Global Equity Fund (formerly, Threadneedle Global Equity Fund)

T15	M25	RiverSource Global Series, Inc.	Threadneedle Global Equity Income Fund	RiverSource Global Series, Inc. ^*	Columbia Global Equity Fund (formerly, Threadneedle Global Equity Fund)


^*		The Board of RiverSource Global Series, Inc. has approved the redomiciling of Columbia Global Equity Fund, a series of RiverSource Global Series, Inc., into a newly created series of RiverSource Series Trust that has also been named Columbia Global Equity Fund. The redomiciling is subject to approval by shareholders of Columbia Global Equity Fund. If the redomiciling is approved by shareholders of Columbia Global Equity Fund, it is expected that the redomiciling will occur prior to the reorganization, in which case Columbia Global Equity Fund will be the existing series of RiverSource Series Trust. If the redomiciling has not been completed prior to the closing of the reorganization, Columbia Global Equity Fund will be the existing series of RiverSource Global Series, Inc. Except as otherwise noted, information contained herein relating to Columbia Global Equity Fund applies to both the existing series of RiverSource Global Series, Inc. and the newly-created series of RiverSource Series Trust.


Transaction #	Merger #	Acquired Company	Acquired Fund	Acquiring Company	Acquiring Fund
T16/T17	M26	CFST	Columbia High Income	RiverSource Bond	Columbia Income
			Fund	Series, Inc. ^*	Opportunities Fund
					(formerly, RiverSource
					Income Opportunities
					Fund)

T16/T17	M27	CFSTI	Columbia Conservative	RiverSource Bond	Columbia Income
			High Yield Fund	Series, Inc. ^*	Opportunities Fund
					(formerly, Riversource
					Income Opportunities
					Fund)

T18	M28	CFST	Columbia Total Return	CFSTI	Columbia Intermediate
			Bond Fund		Bond Fund

T19	M29	CFSTI	Columbia Core Bond	CFSTI	Columbia Bond Fund
			Fund

T19	M30	CFSTI	Columbia Short-	CFSTI	Columbia Bond Fund
			Intermediate Bond Fund

T20	M31	RiverSource	RiverSource Short	CFST	Columbia Short Term
		Government Income	Duration U.S.		Bond Fund
		Series, Inc.	Government Fund

T21	M32	RiverSource	RiverSource Strategic	CFSTI	Columbia Strategic
		Strategic	Income Allocation Fund		Income Fund
		Allocation Series,
		Inc.

T22	M33	RiverSource	RiverSource California	CFSTI	Columbia California
		California Tax-	Tax-Exempt Fund		Tax-Exempt Fund
		Exempt Trust

T22	M34	Seligman Municipal	Seligman California	CFSTI	Columbia California
		Series Trust	Municipal High-Yield		Tax-Exempt Fund
			Fund

T22	M35	Seligman Municipal	Seligman California	CFSTI	Columbia California
		Series Trust	Municipal Quality Fund		Tax-Exempt Fund

T23	M36	RiverSource Special	RiverSource New York	CFSTI	Columbia New York
		Tax-Exempt Series	Tax-Exempt Fund		Tax-Exempt Fund
		Trust

T23	M37	Seligman Municipal	Seligman New York	CFSTI	Columbia New York
		Fund Series, Inc.	Municipal Fund		Tax-Exempt Fund

[Reserved]	[Reserved]	[Reserved]	[Reserved]	[Reserved]	[Reserved]


^*		The Board of RiverSource Bond Series, Inc. has approved the redomiciling of Columbia Income Opportunities Fund, a series of RiverSource Bond Series, Inc., into a newly created series of RiverSource Series Trust that has also been named Columbia Income Opportunities Fund. The redomiciling is subject to approval by shareholders of Columbia Income Opportunities Fund. If the redomiciling is approved by shareholders of Columbia Income Opportunities Fund, it is expected that the redomiciling will occur prior to the reorganization, in which case Columbia Income Opportunities Fund will be the existing series of RiverSource Series Trust. If the redomiciling has not been completed prior to the closing of the reorganization, Columbia Income Opportunities Fund will be the existing series of RiverSource Bond Series, Inc. Except as otherwise noted, information contained herein relating to Columbia Income Opportunities Fund applies to both the existing series of RiverSource Bond Series, Inc. and the newly-created series of RiverSource Series Trust.


Transaction #	Merger #	Acquired Company	Acquired Fund	Acquiring Company	Acquiring Fund
T25	M39	Seligman Municipal	Seligman Minnesota	RiverSource Special	Columbia Minnesota
		Fund Series, Inc.	Municipal Fund	Tax-Exempt Series	Tax-Exempt Fund
				Trust ^*	(formerly, RiverSource
					Minnesota Tax-Exempt
					Fund)

T26	M40	RiverSource Tax-	RiverSource	CFSTI	Columbia Intermediate
		Exempt Series, Inc.	Intermediate		Municipal Bond Fund
			Tax-Exempt Fund

T26	M41	CFSTI	Columbia New Jersey	CFSTI	Columbia Intermediate
			Intermediate Municipal		Municipal Bond Fund
			Bond Fund

T26	M42	CFSTI	Columbia Rhode Island	CFSTI	Columbia Intermediate
			Intermediate Municipal		Municipal Bond Fund
			Bond Fund

T26	M43	CFST	Columbia Georgia	CFSTI	Columbia Intermediate
			Intermediate Municipal		Municipal Bond Fund
			Bond Fund

T26	M44	CFST	Columbia Maryland	CFSTI	Columbia Intermediate
			Intermediate Municipal		Municipal Bond Fund
			Bond Fund

T27	M47	RiverSource Tax-	RiverSource Tax-Exempt	CFSTI	Columbia Tax-Exempt
		Exempt Income Series,	High Income Fund		Fund
		Inc.

T27	M48	Seligman Municipal	Seligman National	CFSTI	Columbia Tax-Exempt
		Fund Series, Inc.	Municipal Fund		Fund

T28	M49	RiverSource Market	Columbia Portfolio	CFST	Columbia LifeGoal
		Advantage Series, Inc.	Builder Total Equity Fund		Growth Portfolio
			(formerly, RiverSource
			Portfolio Builder Total
			Equity Fund)


^*		The Board of RiverSource Special Tax-Exempt Series Trust has approved the redomiciling of Columbia Minnesota Tax-Exempt Fund, a series of RiverSource Special Tax-Exempt Series Trust, into a newly created series of RiverSource Series Trust that has also been named Columbia Minnesota Tax-Exempt Fund. The redomiciling is subject to approval by shareholders of Columbia Minnesota Tax-Exempt Fund. If the redomiciling is approved by shareholders of Columbia Minnesota Tax-Exempt Fund, it is expected that the redomiciling will occur prior to the reorganization, in which case Columbia Minnesota Tax-Exempt Fund will be the existing series of RiverSource Series Trust. If the redomiciling has not been completed prior to the closing of the reorganization, Columbia Minnesota Tax-Exempt Fund will be the existing series of RiverSource Special Tax-Exempt Series Trust. Except as otherwise noted, information contained herein relating to Columbia Minnesota Tax-Exempt Fund applies to both the existing series of RiverSource Special Tax-Exempt Series Trust and the newly-created series of RiverSource Series Trust.


Transaction #	Merger #	Acquired Company	Acquired Fund	Acquiring Company	Acquiring Fund
T29	M50	RiverSource Income	Columbia Income Builder	RiverSource Income	Columbia Income
		Series, Inc.	Fund II (formerly,	Series, Inc. ^*	Builder Fund (formerly,
			RiverSource Income		RiverSource Income
			Builder Moderate Income		Builder Basic Income
			Fund)		Fund)

T29	M51	RiverSource Income	Columbia Income Builder	RiverSource Income	Columbia Income
		Series, Inc.	Fund III (formerly,	Series, Inc. ^*	Builder Fund (formerly,
			RiverSource Income		RiverSource Income
			Builder Enhanced Income		Builder Basic Income
			Fund)		Fund)

T30	M55	CFSTI	Columbia Asset	CFST	Columbia LifeGoal
			Allocation Fund		Balanced Growth
					Portfolio

T30	M56	CFST	Columbia Asset	CFST	Columbia LifeGoal
			Allocation Fund II		Balanced Growth
					Portfolio

T30	M57	CFSTI	Columbia Liberty Fund	CFST	Columbia LifeGoal
					Balanced Growth
					Portfolio

T31	M59	RiverSource	RiverSource Balanced	CFSTI	Columbia Balanced Fund
		Investment Series, Inc.	Fund

T40	M68	Seligman Growth	Seligman Growth Fund	CFSTI	Columbia Large Cap
		Fund, Inc.			Growth Fund

T41	M69	RiverSource	RiverSource Disciplined	CFST	Columbia Mid Cap
		Dimensions Series,	Small & Mid Cap Equity		Value Fund
		Inc.	Fund

T42	M70	CFSTI	Columbia Federal	RiverSource	Columbia U.S.
			Securities Fund	Government Income	Government
				Series, Inc. ^**	Mortgage Fund (formerly,
					RiverSource U.S.
					Government Mortgage
					Fund)


^*		The Board of RiverSource Income Series, Inc. has approved the redomiciling of Columbia Income Builder Fund, a series of RiverSource Income Series, Inc., into a newly created series of RiverSource Series Trust that has also been named Columbia Income Builder Fund. The redomiciling is subject to approval by shareholders of Columbia Income Builder Fund. If the redomiciling is approved by shareholders of Columbia Income Builder Fund, it is expected that the redomiciling will occur prior to the reorganization, in which case Columbia Income Builder Fund will be the existing series of RiverSource Series Trust. If the redomiciling has not been completed prior to the closing of the reorganization, Columbia Income Builder Fund will be the existing series of RiverSource Income Series, Inc. Except as otherwise noted, information contained herein relating to Columbia Income Builder Fund applies to both the existing series of RiverSource Income Series, Inc. and the newly-created series of RiverSource Series Trust.

^**		The Board of RiverSource Government Income Series, Inc. has approved the redomiciling of Columbia U.S. Government Mortgage Fund, a series of RiverSource Government Income Series, Inc., into a newly created series of RiverSource Series Trust that has also been named Columbia U.S. Government Mortgage Fund. The redomiciling is subject to approval by shareholders of Columbia U.S. Government Mortgage Fund. If the redomiciling is approved by shareholders of Columbia U.S. Government Mortgage Fund, it is expected that the redomiciling will occur prior to the reorganization, in which case Columbia U.S. Government Mortgage Fund will be the existing series of RiverSource Series Trust. If the redomiciling has not been completed prior to the closing of the reorganization, Columbia U.S. Government Mortgage Fund will be the existing series of RiverSource Government Income Series, Inc. Except as otherwise noted, information contained herein relating to Columbia U.S. Government Mortgage Fund applies to both the existing series of RiverSource Government Income Series, Inc. and the newly-created series of RiverSource Series Trust.


Transaction #	Merger #	Acquired Company	Acquired Fund	Acquiring Company	Acquiring Fund
T43	M70A	RiverSource Selected	RiverSource Precious	CFSTI	Columbia Energy and
		Series, Inc.	Metals and Mining Fund		Natural Resources Fund

V05	M75	Seligman Portfolios,	Seligman Capital	Columbia Funds	Columbia Mid Cap
		Inc.	Portfolio	Variable Insurance	Growth Fund, VS
				Trust I

V08	M78	Seligman Portfolios,	Seligman	Seligman Portfolios,	Seligman Global
		Inc.	Communications and	Inc. ^*	Technology Portfolio
			Information Portfolio

V10	M80	Columbia Funds	Columbia Federal	RiverSource Variable	RiverSource Variable
		Variable Insurance	Securities Fund, VS	Series Trust	Portfolio — Short
		Trust			Duration U.S.
					Government Fund

V11	M81	RiverSource Variable	RiverSource Variable	Columbia Funds	Columbia Strategic
		Series Trust	Portfolio — Strategic	Variable Insurance	Income Fund, VS
			Income Fund	Trust

V12	M82	Columbia Funds	Columbia International	RiverSource Variable	Threadneedle Variable
		Variable Insurance	Fund, VS	Series Trust	Portfolio — International
		Trust			Opportunity Fund

Legend :
CFST: Columbia Funds Series Trust
CFST I: Columbia Funds Series Trust I


^*		The Board of Seligman Portfolios, Inc. has approved the redomiciling of Seligman Global Technology Portfolio, a series of Seligman Portfolios, Inc., into a newly created series of RiverSource Variable Series Trust that has also been named Seligman Global Technology Portfolio. The redomiciling is subject to approval by shareholders of Seligman Global Technology Portfolio. If the redomiciling is approved by shareholders of Seligman Global Technology Portfolio, it is expected that the redomiciling will occur prior to the reorganization, in which case Seligman Global Technology Portfolio will be the existing series of RiverSource Variable Series Trust. If the redomiciling has not been completed prior to the closing of the reorganization, Seligman Global Technology Portfolio will be the existing series of Seligman Portfolios, Inc. Except as otherwise noted, information contained herein relating to Seligman Global Technology Portfolio applies to both the existing series of Seligman Portfolios, Inc. and the newly-created series of RiverSource Variable Series Trust.


Share Class Mapping
Acquired Fund Share Class		Acquiring Fund Share Class
Class A (excluding Columbia Funds Variable Insurance Trust and Columbia Funds Variable Insurance Trust I)		Class A
Class B (excluding Columbia Funds Variable Insurance Trust and Columbia Funds Variable Insurance Trust I)		Class B
Class C		Class C
Class D (RiverSource)		Class A
Class E (RiverSource)		Class Z
Class I		Class I
Class R		Class R
Class R3		Class A
Class R4		Class R4
Class T		Class T
Class W		Class W
Class Y (Columbia)		Class Y
Class Y (RiverSource)		Class Z
Class Z		Class Z
Common Shares (Closed-End Fund Only)		Class Z
Class A (Columbia Funds Variable Insurance Trust and Columbia Funds Variable Insurance Trust I only)		Class 1
Class B (Columbia Funds Variable Insurance Trust and Columbia Funds Variable Insurance Trust I only)		Class 2 (Class 1, for Columbia Mid Cap Value, Variable Series only)
Class 1		Class 1
Class 2		Class 2
Class 3		Class 3
Class 4		Class 4

EXHIBIT B —RIC-TO-PARTNERSHIP REORGANIZATIONS


Transaction #	Merger #	Acquired Company	Acquired Fund	Acquiring Company	Acquiring Fund
V01	M71	Columbia Funds Variable Insurance Trust	Columbia S&P 500 Index Fund, VS	RiverSource Variable Series Trust	RiverSource Variable Portfolio — S&P 500 Index Fund

V02	M72	Columbia Funds Variable Insurance Trust	Columbia Large Cap Growth Fund, VS	RiverSource Variable Series Trust	Seligman Variable Portfolio — Growth Fund

V03	M73	Columbia Funds Variable Insurance Trust	Columbia Large Cap Value Fund, VS	RiverSource Variable Series Trust	RiverSource Variable Portfolio — Diversified Equity Income Fund

V04	M74	Seligman Portfolios, Inc.	Seligman Large-Cap Value Portfolio	RiverSource Variable Series Trust	Seligman Variable Portfolio — Larger-Cap Value Fund

V06	M76	Columbia Funds Variable Insurance Trust	Columbia Mid Cap Value Fund, VS	RiverSource Variable Series Trust	RiverSource Variable Portfolio — Mid Cap Value Fund

V07	M77	Seligman Portfolios, Inc.	Seligman Smaller-Cap Value Portfolio	RiverSource Variable Series Trust	Seligman Variable Portfolio — Smaller-Cap Value Fund


Share Class Mapping
Acquired Fund Share Class		Acquiring Fund Share Class
Class A (Columbia Funds Variable Insurance Trust only)		Class 1
Class B (Columbia Funds Variable Insurance Trust only)		Class 2
Class 1		Class 1
Class 2		Class 2
Class 3		Class 3
Class 4		Class 4

EXHIBIT C — PARTNERSHIP-TO-PARTNERSHIP REORGANIZATIONS


Transaction #	Merger #	Acquired Company	Acquired Fund	Acquiring Company	Acquiring Fund
V13	M83	RiverSource Variable Series Trust	Disciplined Asset Allocation Portfolios — Conservative	RiverSource Variable Series Trust	Variable Portfolio — Conservative Portfolio

V14	M84	RiverSource Variable Series Trust	Disciplined Asset Allocation Portfolios — Moderately Conservative	RiverSource Variable Series Trust	Variable Portfolio — Moderately Conservative Portfolio

V15	M85	RiverSource Variable Series Trust	Disciplined Asset Allocation Portfolios — Moderate	RiverSource Variable Series Trust	Variable Portfolio — Moderate Portfolio

V16	M86	RiverSource Variable Series Trust	Disciplined Asset Allocation Portfolios — Moderately Aggressive	RiverSource Variable Series Trust	Variable Portfolio — Moderately Aggressive Portfolio

V17	M87	RiverSource Variable Series Trust	Disciplined Asset Allocation Portfolios — Aggressive	RiverSource Variable Series Trust	Variable Portfolio — Aggressive Portfolio


Share Class Mapping
Acquired Fund Share Class		Acquiring Fund Share Class
Class 1		Class 1
Class 2		Class 2
Class 3		Class 3
Class 4		Class 4

EXHIBIT D — ACQUIRED FUND AUTHORIZED CAPITAL


Acquired Fund		Authorized Capital
RiverSource Partners Fundamental Value Fund		10,000,000,000 shares
Columbia Blended Equity Fund		Unlimited
Columbia Select Opportunities Fund		Unlimited
Columbia Mid Cap Core Fund		Unlimited
RiverSource S&P 500 Index Fund		10,000,000,000 shares
Columbia Disciplined Value Fund		Unlimited
Seligman Capital Fund		1,000,000,000 shares
RiverSource Small Company Index Fund		10,000,000,000 shares
Columbia Small Cap Growth Fund II		Unlimited
RiverSource Disciplined Small Cap Value Fund		10,000,000,000 shares
RiverSource Real Estate Fund		10,000,000,000 shares
RiverSource LaSalle Global Real Estate Fund		1,000,000,000 shares
RiverSource LaSalle Monthly Dividend Real Estate Fund		1,000,000,000 shares
RiverSource LaSalle International Real Estate Fund, Inc.		100,000,000 shares
Columbia Technology Fund		Unlimited
RiverSource Disciplined International Equity Fund		10,000,000,000 shares
Threadneedle International Opportunity Fund		10,000,000,000 shares
Columbia International Stock Fund		Unlimited
Columbia International Growth Fund		Unlimited
RiverSource Partners International Select Growth Fund		10,000,000,000 shares
RiverSource Partners International Small Cap Fund		10,000,000,000 shares
Columbia Global Value Fund		Unlimited
Columbia World Equity Fund		Unlimited
Threadneedle Global Equity Income Fund		10,000,000,000 shares
Columbia High Income Fund		Unlimited
Columbia Conservative High Yield Fund		Unlimited
Columbia Total Return Bond Fund		Unlimited
Columbia Core Bond Fund		Unlimited
Columbia Short-Intermediate Bond Fund		Unlimited
RiverSource Short Duration U.S. Government Fund		10,000,000,000 shares
RiverSource Strategic Income Allocation Fund		10,000,000,000 shares
RiverSource California Tax-Exempt Fund		Unlimited
Seligman California Municipal High-Yield Fund		Unlimited
Seligman California Municipal Quality Fund		Unlimited
RiverSource New York Tax-Exempt Fund		Unlimited
Seligman New York Municipal Fund		1,300,000,000 shares
[Reserved]		[Reserved]
Seligman Minnesota Municipal Fund		1,300,000,000 shares
RiverSource Intermediate Tax-Exempt Fund		10,000,000,000 shares
Columbia New Jersey Intermediate Municipal Bond Fund		Unlimited
Columbia Rhode Island Intermediate Municipal Bond Fund		Unlimited
Columbia Georgia Intermediate Municipal Bond Fund		Unlimited
Columbia Maryland Intermediate Municipal Bond Fund		Unlimited
RiverSource Tax-Exempt High Income Fund		10,000,000,000 shares
Seligman National Municipal Fund		1,300,000,000 shares
Columbia Portfolio Builder Total Equity Fund		10,000,000,000 shares
Columbia Income Builder Fund II		10,000,000,000 shares
Columbia Income Builder Fund III		10,000,000,000 shares
Columbia Asset Allocation Fund		Unlimited
Columbia Asset Allocation Fund II		Unlimited


Acquired Fund		Authorized Capital
Columbia Liberty Fund		Unlimited
RiverSource Balanced Fund		10,000,000,000 shares
Seligman Growth Fund		1,000,000,000 shares
RiverSource Disciplined Small & Mid Cap Equity Fund		10,000,000,000 shares
Columbia Federal Securities Fund		Unlimited
RiverSource Precious Metals and Mining Fund		10,000,000,000 shares
Seligman Capital Portfolio		1,000,000,000 shares
Seligman Communications and Information Portfolio		1,000,000,000 shares
Columbia Federal Securities Fund, VS		Unlimited
RiverSource Variable Portfolio — Strategic Income Fund		Unlimited
Columbia International Fund, VS		Unlimited
Columbia S&P 500 Index Fund, VS		Unlimited
Columbia Large Cap Growth Fund, VS		Unlimited
Columbia Large Cap Value Fund, VS		Unlimited
Seligman Large-Cap Value Portfolio		1,000,000,000 shares
Columbia Mid Cap Value Fund, VS		Unlimited
Seligman Smaller-Cap Value Portfolio		1,000,000,000 shares
Disciplined Asset Allocation Portfolios — Conservative		Unlimited
Disciplined Asset Allocation Portfolios — Moderately Conservative		Unlimited
Disciplined Asset Allocation Portfolios — Moderate		Unlimited
Disciplined Asset Allocation Portfolios — Moderately Aggressive		Unlimited
Disciplined Asset Allocation Portfolios — Aggressive		Unlimited

EXHIBIT E — ACQUIRING FUND AUTHORIZED CAPITAL


Acquiring Fund		Authorized Capital
Columbia Contrarian Core Fund		Unlimited
Columbia Large Cap Core Fund		Unlimited
Columbia Strategic Investor Fund		Unlimited
Columbia Large Cap Index Fund		Unlimited
Columbia Large Value Quantitative Fund		10,000,000,000 shares ^*
Columbia Mid Cap Growth Fund		Unlimited
Columbia Small Cap Index Fund		Unlimited
Columbia Small Cap Growth Fund I		Unlimited
Columbia Small Cap Value Fund I		Unlimited
Columbia Real Estate Equity Fund		Unlimited
Columbia Seligman Global Technology Fund		2,000,000,000 shares ^*
Columbia Multi-Advisor International Equity Fund		Unlimited
Columbia Acorn International		Unlimited
Columbia Global Equity Fund		10,000,000,000 shares ^*
Columbia Income Opportunities Fund		10,000,000,000 shares ^*
Columbia Intermediate Bond Fund		Unlimited
Columbia Bond Fund		Unlimited
Columbia Short Term Bond Fund		Unlimited
Columbia Strategic Income Fund		Unlimited
Columbia California Tax-Exempt Fund		Unlimited
Columbia New York Tax-Exempt Fund		Unlimited
[Reserved]		[Reserved]
Columbia Minnesota Tax-Exempt Fund		Unlimited ^*
Columbia Intermediate Municipal Bond Fund		Unlimited
Columbia Tax-Exempt Fund		Unlimited
Columbia LifeGoal Growth Portfolio		Unlimited
Columbia Income Builder Fund		10,000,000,000 shares ^*
Columbia LifeGoal Balanced Growth Portfolio		Unlimited
Columbia Balanced Fund		Unlimited
Columbia Large Cap Growth Fund		Unlimited
Columbia Mid Cap Value Fund		Unlimited
Columbia U.S. Government Mortgage Fund		10,000,000,000 shares ^*
Columbia Energy and Natural Resources Fund		Unlimited
Columbia Mid Cap Growth Fund, VS		Unlimited
Seligman Global Technology Portfolio		1,000,000,000 shares ^*
RiverSource Variable Portfolio — Short Duration U.S. Government Fund		Unlimited
Columbia Strategic Income Fund, VS		Unlimited
Threadneedle Variable Portfolio — International Opportunity Fund		Unlimited
RiverSource Variable Portfolio — S&P 500 Index Fund		Unlimited
Seligman Variable Portfolio — Growth Fund		Unlimited
RiverSource Variable Portfolio — Diversified Equity Income Fund		Unlimited
Seligman Variable Portfolio — Larger-Cap Value Fund		Unlimited
RiverSource Variable Portfolio — Mid Cap Value Fund		Unlimited
Seligman Variable Portfolio — Smaller-Cap Value Fund		Unlimited
Variable Portfolio — Conservative Portfolio		Unlimited
Variable Portfolio — Moderately Conservative Portfolio		Unlimited


^*		At present, the authorized capital of the Acquiring Fund is as shown. If the redomiciling of the Acquiring Fund is approved by its shareholders, the authorized capital of the Acquiring Fund will be unlimited.


Acquiring Fund		Authorized Capital
Variable Portfolio — Moderate Portfolio		Unlimited
Variable Portfolio — Moderately Aggressive Portfolio		Unlimited
Variable Portfolio — Aggressive Portfolio		Unlimited

Exhibit (h)(10)

Agreement and Plan of Redomiciling

THIS AGREEMENT AND PLAN OF REDOMICILING dated as of December 20, 2010, is by and among each entity identified in Exhibit A hereto as an Acquired Company (each an “ Acquired Company ”), on behalf of each series thereof identified in Exhibit A hereto as an Acquired Fund (each an “ Acquired Fund ”), each entity identified in Exhibit A hereto as an Acquiring Trust (each an “ Acquiring Trust ”), on behalf of each series thereof identified in Exhibit A hereto as an Acquiring Fund (each an “ Acquiring Fund ”), and, for purposes of Sections 6.3 and 9.2 of this Agreement, Columbia Management Investment Advisers, LLC (“ Columbia ”).

This Agreement shall be treated as if each reorganization between an Acquired Fund and its corresponding Acquiring Fund contemplated hereby had been the subject of a separate agreement.

This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 361(a) and Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “ Code ”), and any successor provision. Each reorganization will consist of the transfer of all of the assets of each Acquired Fund attributable to each class of its shares in exchange for shares of the corresponding class of shares of the corresponding Acquiring Fund (the “ Acquisition Shares ”), and the assumption by each Acquiring Fund of all of the liabilities of the corresponding Acquired Fund and the distribution of the Acquisition Shares to the relevant shareholders of such Acquired Fund in liquidation of such Acquired Fund, all upon the terms and conditions set forth in this Agreement.

In consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. TRANSFER OF ASSETS OF EACH ACQUIRED FUND IN EXCHANGE FOR ASSUMPTION OF LIABILITIES AND ACQUISITION SHARES AND LIQUIDATION OF SUCH ACQUIRED FUND.

1.1.

Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein,

(a)

Each Acquired Fund will transfer and deliver to the corresponding Acquiring Fund, and each Acquiring Fund will acquire all the assets of the corresponding Acquired Fund, as set forth in paragraph 1.2;

(b)

Each Acquiring Fund will assume all of the corresponding Acquired Fund’s liabilities and obligations of any kind whatsoever, whether absolute, accrued, contingent or otherwise, in existence on the Closing Date (as defined in paragraph 1.2 hereof) (the “ Obligations ”); and

(c)

Each Acquiring Fund will issue and deliver to the corresponding Acquired Fund in exchange for the net assets attributable to each class of its shares a number of Acquisition Shares of the corresponding class equal to the number of shares of such class of the corresponding Acquired Fund outstanding immediately prior to the consummation of the transactions contemplated hereby. Such transactions shall take place at the closing provided for in paragraph 3.1 (the “ Closing ”).

1.2.

The assets of each Acquired Fund to be acquired by the corresponding Acquiring Fund shall consist of all cash, securities, dividends and interest receivable, receivables for shares sold and all other assets that are owned by the Acquired Fund on the closing date provided in paragraph 3.1 (the “ Closing Date ”) and any deferred expenses, other than unamortized reorganizational expenses, shown as an asset on the books of the Acquired Fund on the Closing Date. Each Acquiring Fund agrees that all rights to indemnification and all limitations of liability existing in favor of the corresponding Acquired Fund’s current and former trustees or directors and officers, acting in their capacities as such, under the corresponding Acquired Fund’s organizational documents as in effect as of the date of this Agreement or under any other agreement of the Acquired Fund, shall survive the reorganization , and shall continue in full force and effect, without any amendment thereto, and shall constitute rights and limitations that may be asserted against the Acquiring Fund, its successors or assigns.

1.3.

As provided in paragraph 3.4, on the Closing Date, or as soon thereafter as is conveniently practicable (the “ Liquidation Date ”), each Acquired Fund will liquidate and distribute pro rata to its shareholders of record of each class of its shares, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1), the

Acquisition Shares of the corresponding class received by the Acquired Fund pursuant to paragraph 1.1. Such liquidation and distribution will be accomplished by the transfer of the Acquisition Shares then credited to the account of each Acquired Fund on the books of the corresponding Acquiring Fund to open accounts on the share records of the corresponding Acquiring Fund in the names of the Acquired Fund’s shareholders and representing the respective pro rata number of Acquisition Shares due such shareholders. The Acquiring Fund shall not be obligated to issue certificates representing Acquisition Shares in connection with such exchange.

1.4.

With respect to Acquisition Shares distributable pursuant to paragraph 1.3 to an Acquired Fund shareholder holding a certificate or certificates for shares of the Acquired Fund, if any, on the Valuation Date, the Acquired Fund will not permit such shareholder to receive Acquisition Share certificates therefor, to exchange such Acquisition Shares for shares of other investment companies, to effect an account transfer of such Acquisition Shares or to pledge or redeem such Acquisition Shares until such Acquired Fund shareholder has surrendered all his or her outstanding certificates for Acquired Fund shares or, in the event of lost certificates, posted adequate bond.

1.5.

If applicable, as soon as practicable after the Closing Date with respect to all Funds of an Acquired Company, each such Acquired Company shall file an application pursuant to Section 8(f) of the Investment Company Act of 1940, as amended (the “1940 Act”), for an order declaring that it has ceased to be an investment company and, upon receipt of such order, shall make all filings and take all other steps as shall be necessary and proper to effect its complete dissolution under applicable state law. After the Closing Date, no Acquired Fund shall conduct any business except in connection with its dissolution.

2. VALUATION.

2.1.

The value of each Acquired Fund’s assets to be acquired by the corresponding Acquiring Fund hereunder shall be the value of such assets computed as of the close of regular trading on the New York Stock Exchange on the business day next preceding the Closing (such time and date being herein called the “ Valuation Date ”) using the valuation procedures set forth in the organizational documents of the corresponding Acquiring Fund and the then current prospectus or prospectuses or statement or statements of additional information of the corresponding Acquiring Fund (collectively, as amended or supplemented from time to time, the “ Acquiring Fund Prospectus ”) for determining net asset value, and shall be certified by the Acquired Fund.

2.2.

[[Reserved.]]

3. CLOSING AND CLOSING DATE.

3.1.

The Closing Date shall be on such date as the Acquiring Fund and Acquired Fund may agree. The Closing shall be held at Columbia’s offices, One Financial Center, Boston, Massachusetts 02111 (or such other place as the parties may agree), at such time as the parties may agree.

3.2.

The portfolio securities of each Acquired Fund shall be made available by the Acquired Fund to the custodian for the corresponding Acquiring Fund (the “ Custodian ”), for examination no later than five business days preceding the Valuation Date. On the Closing Date, such portfolio securities and all the Acquired Fund’s cash shall be delivered by the Acquired Fund to the Custodian for the account of the corresponding Acquiring Fund, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Department’s book-entry system or by the Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of “[Custodian], custodian for [Acquiring Fund].”

3.3.

In the event that on the Valuation Date (a) the New York Stock Exchange shall be closed to trading or trading thereon shall be restricted, or (b) trading or the reporting of trading on the New York Stock Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of each Acquired Fund is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Date, this Agreement may be terminated by either the Acquired Fund or the corresponding Acquiring Fund upon the giving of written notice to the other party.

3.4.

At the Closing, each Acquired Fund or its transfer agent shall deliver to the corresponding Acquiring Fund or its designated agent a list of the names and addresses of the Acquired Fund’s shareholders and the number of outstanding shares of each class of the Acquired Fund owned by each Acquired Fund shareholder, all as of the close of business on the Valuation Date, certified by any Vice President, Secretary or Assistant Secretary of the Acquired Fund. The Acquiring Fund will provide to the Acquired Fund evidence satisfactory to the Acquired Fund that the Acquisition Shares issuable pursuant to paragraph 1.1 have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. On the Liquidation Date, each Acquiring Fund will provide to the corresponding Acquired Fund evidence satisfactory to the corresponding Acquired Fund that such Acquisition Shares have been credited pro rata to open accounts in the names of the corresponding Acquired Fund’s shareholders as provided in paragraph 1.3.

3.5.

At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by paragraph 1.

4. REPRESENTATIONS AND WARRANTIES.

4.1.

(a)

The Acquired Fund is a series of an Acquired Company that is duly organized, validly existing and in good standing under the laws of its state of organization;

(b)

The applicable Acquired Company is a duly registered investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission as an investment company under the 1940 Act is in full force and effect, and, as applicable, the Acquired Fund is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Acquired Company and the 1940 Act;

(c)

The Acquired Fund is not in violation in any material respect of any provision of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

(d)

The Acquired Fund has no material contracts or other commitments (other than this Agreement and such other contracts as may be entered into in the ordinary course of its business) that if terminated may result in material liability to the Acquired Fund or under which (whether or not terminated) any material payments for periods subsequent to the Closing Date will be due from the Acquired Fund;

(e)

To the knowledge of the Acquired Fund, except as has been disclosed in writing to the corresponding Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquired Fund, any of its properties or assets, or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

(f)

The statement of assets and liabilities, the statement of operations, the statement of changes in net assets, and the schedule of investments of the Acquired Fund, as of the last day of and for its most recently completed fiscal year, audited by the Acquired Fund’s independent registered public accounting firm (and, if applicable, an unaudited statement of assets and liabilities, statement of operations, statement of changes in net assets and schedule of investments for any subsequent semiannual period following the most recently completed fiscal year), copies of which have been furnished to the corresponding Acquiring Fund, fairly reflect the financial condition and results of operations of the Acquired Fund as of such dates and for the periods then ended in accordance with generally accepted accounting principles consistently applied, and the Acquired Fund has no known liabilities of a material amount, contingent or otherwise, other than those shown on the statements of assets and liabilities referred to above or those incurred in the ordinary course of its business since the last day of the Acquired Fund’s most recently completed fiscal year;

(g)

Since the last day of the Acquired Fund’s most recently completed fiscal year, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquired Fund of indebtedness, except as disclosed in writing to the corresponding Acquiring Fund. For the purposes of this subparagraph (g), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in the market value of portfolio securities or net redemptions shall be deemed to be in the ordinary course of business;

(h)

The Acquired Fund has met the requirements of subchapter M of the Code for treatment as a “regulated investment company” within the meaning of Sections 851 and 852 of the Code in respect of each taxable year since the commencement of its operations, and will continue to meet such requirements at all times through the Closing Date;

(i)

In the case of Seligman Global Technology Portfolio, which serves as a funding vehicle for variable annuity and/or variable life insurance contracts, for all taxable years and all applicable quarters of the fund since the commencement of its operations, the assets of the fund have been sufficiently diversified that each segregated asset account investing all its assets in the fund was adequately diversified within the meaning of Section 817(h) of the Code and applicable regulations thereunder;

(j)

As of the Closing Date, all federal, state and other tax returns and reports of the Acquired Fund required by law to have been filed by such date (giving effect to extensions) shall have been filed, and all federal, state and other taxes shown to be due on such returns and reports or on any assessment received shall have been paid, or provisions shall have been made for the payment thereof. All of the Acquired Fund’s tax liabilities will have been adequately provided for on its books. To the best of the Acquired Fund’s knowledge, it will not have had any tax deficiency or liability asserted against it or question with respect thereto raised by the

Internal Revenue Service or by any state or local tax authority, and it will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid;

(k)

All issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable (except as set forth in the most recent prospectus or prospectuses or statement or statements of additional information constituting part of the Acquired fund’s registration statement under the 1940 Act (collectively, as amended or supplemented from time to time, the “ Acquired Fund Prospectus ”)) by the applicable Acquired Company and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. No options, warrants or other rights to subscribe for or purchase, or securities convertible into, any shares of the Acquired Fund are outstanding and none will be outstanding on the Closing Date;

(l)

The Acquired Fund’s investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund Prospectus, except as previously disclosed in writing to the corresponding Acquiring Fund;

(m)

The execution, delivery and performance of this Agreement has been duly authorized by the directors or trustees, as applicable, of the Acquired Fund, and, upon approval thereof by the required majority of the shareholders of the Acquired Fund, this Agreement will constitute the valid and binding obligation of the Acquired Fund enforceable in accordance with its terms except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

(n)

The Acquisition Shares to be issued to the Acquired Fund pursuant to paragraph 1 will not be acquired for the purpose of making any distribution thereof other than to the Acquired Fund’s shareholders as provided in paragraph 1.3;

(o)

The information provided by the Acquired Fund for use in the Proxy Statement referred to in paragraph 5.3, if any, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations as applicable thereto;

(p)

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated by this Agreement, except such as may be required under the Securities Act of 1933, as amended (the “ 1933 Act ”), the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), the 1940 Act and state securities or “Blue Sky” laws (which terms used herein shall include the laws of the District of Columbia and of Puerto Rico);

(q)

At the Closing Date, the Acquired Fund will have good and marketable title to its assets to be transferred to the corresponding Acquiring Fund pursuant to paragraph 1.1 and will have full right, power and authority to sell, assign, transfer and deliver the Investments (as defined below) and any other assets and liabilities of the Acquired Fund to be transferred to the corresponding Acquiring Fund pursuant to this Agreement. At the Closing Date, subject only to the delivery of the Investments and any such other assets and liabilities and payment therefor as contemplated by this Agreement, the corresponding Acquiring Fund will acquire good and marketable title thereto and will acquire the Investments and any such other assets and liabilities subject to no encumbrances, liens or security interests whatsoever and without any restrictions upon the transfer thereof, except as previously disclosed to the corresponding Acquiring Fund. As used in this Agreement, the term “ Investments ” shall mean the Acquired Fund’s investments shown on the schedule of its investments as of the date of its most recently completed fiscal year, referred to in subparagraph 4.1(f) hereof, as supplemented with such changes in the portfolio as the Acquired Fund shall make, and changes resulting from stock dividends, stock split-ups, mergers and similar corporate actions through the Closing Date;

(r)

[[Reserved.]]; and

(s)

No registration of any of the Investments would be required if they were, as of the time of such transfer, the subject of a public distribution by either of the corresponding Acquiring Fund or the Acquired Fund, except as previously disclosed by the Acquired Fund to the corresponding Acquiring Fund.

4.2.

(a)

The Acquiring Fund is a series of an Acquiring Trust, which is duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts;

(b)

The Acquiring Trust is a duly registered investment company classified as a management company of the open-end type and its registration with the Securities and Exchange Commission as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund, as applicable, is a separate series thereof duly designated in accordance with the applicable provisions of the organizational documents of the Acquiring Trust and the 1940 Act;

(c)

At the Closing Date, the Acquiring Fund Prospectus will conform in all material respects to the applicable requirements of the 1933 Act and the rules and regulations of the Securities and Exchange Commission thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and there will be no material contracts to which the Acquiring Fund is a party that are not referred to in the Acquiring Fund Prospectus or in the registration statement of which it is a part;

(d)

At the Closing Date, the Acquiring Fund will have good and marketable title to its assets;

(e)

The Acquiring Fund is not in violation in any material respect of any provisions of its organizational documents or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound, and the execution, delivery and performance of this Agreement will not result in any such violation;

(f)

To the knowledge of the Acquiring Fund, except as has been disclosed in writing to the corresponding Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the Acquiring Fund, any of its properties or assets, or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby;

(g)

[[Reserved]];

(h)

[[Reserved]];

(i)

The Acquiring Fund was established by the trustees of the corresponding Acquiring Trust in order to effect the transactions described in this Agreement. It has not yet filed its first federal income tax return and, thus, has not yet elected to be treated as a “regulated investment company” for federal income tax purposes. However, upon filing its first income tax return at the completion of its first taxable year, the Acquiring Fund will elect to be a “regulated investment company” and until such time will take all steps necessary top ensure that it qualifies for taxation as a “regulated investment company” under Sections 851 and 852 of the Code;

(j)

[[Reserved]];

(k)

[[Reserved]];

(l)

As of the Closing Date, the Acquiring Fund shall not have been required to have filed any federal, state or other tax returns or reports. All of the Acquiring Fund’s tax liabilities, if any, will have been adequately provided for on its books. To the best of the Acquiring Fund’s knowledge, it will not have had any tax deficiency or liability asserted against it or question with respect thereto raised by the Internal Revenue Service or by any state or local tax authority, and it will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid;

(m)

The Acquiring Fund has no shares of beneficial interest issued and outstanding;

(n)

[[Reserved]];

(o)

[[Reserved]];

(p)

The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund, and this Agreement constitutes the valid and binding obligation of the Acquiring Fund enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

(q)

The Acquisition Shares to be issued and delivered to the corresponding Acquired Fund pursuant to the terms of this Agreement will at the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued shares in the Acquiring Fund, and will be fully paid and non-assessable (except as set forth in the Acquiring Fund Prospectus) by the Acquiring Fund, and no shareholder of the Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof;

(r)

The information provided by the Acquiring Fund for use in the Proxy Statement referred to in paragraph 5.3, if any, shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations applicable thereto; and

(s)

No consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act and state securities or “Blue Sky” laws (which term as used herein shall include the laws of the District of Columbia and of Puerto Rico).

5. COVENANTS OF EACH ACQUIRED FUND AND THE CORRESPONDING ACQUIRING FUND.

Each Acquired Fund and the corresponding Acquiring Fund hereby covenants and agrees with the other as follows:

5.1.

Each Acquired Fund will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include regular and customary periodic dividends and distributions. Each Acquiring Fund will not carry on any business activities between the date hereof and the Closing Date (other than such activities as are customary to the organization of a new registered investment company prior to its commencement of operations).

5.2.

Each Acquired Fund for which shareholder approval of the redomiciling transaction contemplated hereby is required under the 1940 Act, or by applicable state law or the Acquired Company’s charter, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and will take all other reasonable action necessary to obtain the required shareholder approval of the transactions contemplated hereby.

5.3.

In connection with each Acquired Fund shareholders’ meeting referred to in paragraph 5.2, if any, the Acquired Fund will prepare a proxy statement (the “ Proxy Statement ”) for such meeting, to be distributed to each Acquired Fund’s shareholders, all in compliance with the applicable requirements of the 1934 Act and the 1940 Act.

5.4.

The information to be furnished by each Acquired Fund and the corresponding Acquiring Fund for use in the Proxy Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto.

5.5.

[[Reserved]]

5.6.

Subject to the provisions of this Agreement, the Acquired Fund and the corresponding Acquiring Fund will each take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to cause the conditions to the other party’s obligations to consummate the transactions contemplated hereby to be met or fulfilled and otherwise to consummate and make effective such transactions.

5.7.

Each Acquiring Fund will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state securities or “Blue Sky” laws as it may deem appropriate in order to commence its operations on or before the Closing Date and continue its operations thereafter.

6. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND.

6.1.

The corresponding Acquiring Fund shall have delivered to the Acquired Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the corresponding Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the corresponding Acquiring Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date.

6.2.

The Acquired Fund shall have received a favorable opinion of counsel to the corresponding Acquiring Fund, dated the Closing Date and in a form satisfactory to the Acquired Fund, to the following effect:

(a)

The Acquiring Trust is a Massachusetts business trust duly organized and validly existing under the laws of the Commonwealth of Massachusetts and has power to own all of its properties and assets and to carry on its business as presently conducted and the Acquiring Fund is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Acquiring Trust;

(b)

This Agreement has been duly authorized, executed and delivered on behalf of the corresponding Acquiring Fund and, assuming the Proxy Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquired Fund, is the valid and binding obligation of the corresponding Acquiring Fund enforceable against the corresponding Acquiring Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

(c)

The corresponding Acquiring Fund has the power to assume the liabilities to be assumed by it hereunder and, upon consummation of the transactions contemplated hereby, the corresponding Acquiring Fund will have duly assumed such liabilities;

(d)

The Acquisition Shares to be issued for transfer to the Acquired Fund’s shareholders as provided by this Agreement are duly authorized and upon such transfer and delivery will be validly issued and outstanding and fully paid and nonassessable shares in the corresponding Acquiring Fund, and no shareholder of the corresponding Acquiring Fund has any preemptive right of subscription or purchase in respect thereof;

(e)

The execution and delivery of this Agreement did not, and the performance by the corresponding Acquiring Fund of its obligations hereunder will not, violate the corresponding Acquiring Fund’s organizational documents, or any provision of any agreement known to such counsel to which the corresponding Acquiring Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which such Acquiring Fund is a party or by which it is bound;

(f)

To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the corresponding Acquiring Fund of the transactions contemplated by this Agreement except such as may be required under state securities or “Blue Sky” laws or such as have been obtained;

(g)

Such counsel does not know of any legal or governmental proceedings relating to the Acquiring Fund existing on or before the date of mailing of the Proxy Statement referred to in paragraph 5.3, if any, or the Closing Date required to be described in the Proxy Statement that are not described as required;

(h)

The Acquiring Trust is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and

(i)

To the knowledge of such counsel, except as has been disclosed in writing to the Acquired Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the corresponding Acquiring Fund or any of its properties or assets or any person whom the Acquired Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the corresponding Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated hereby.

6.3.

For the period beginning at the Closing Date and ending not less than six years thereafter, Columbia, its successors and assigns, shall provide, or cause to be provided, liability coverage at least comparable to the liability coverage currently applicable to any former and/or current trustees/directors and officers of the Acquired Funds as of the date of this Agreement, covering the actions of such trustees/directors and officers of the Acquired Funds for the period(s) they served as such.

6.4

[Reserved].

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRING FUND.

7.1.

The corresponding Acquired Fund shall have delivered to the Acquiring Fund a certificate executed in its name by its President or a Vice President and its Treasurer or an Assistant Treasurer, in form and substance satisfactory to the Acquiring Fund and dated as of the Closing Date, to the effect that the representations and warranties of the corresponding Acquired Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement, and that the corresponding Acquired Fund has complied with all the covenants and agreements and satisfied all of the conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing Date;

7.2.

The Acquiring Fund shall have received a favorable opinion of counsel to the corresponding Acquired Fund dated the Closing Date and in a form satisfactory to the Acquiring Fund, to the following effect:

(a)

The Acquired Company is duly organized and validly existing under the laws of its state of organization and has power to own all of its properties and assets and to carry on its business as presently conducted, and the corresponding Acquired Fund, as applicable, is a separate series thereof duly constituted in accordance with the applicable provisions of the 1940 Act and the organizational documents of the Acquired Company;

(b)

This Agreement has been duly authorized, executed and delivered on behalf of the corresponding Acquired Fund and, assuming the Proxy Statement referred to in paragraph 5.3 complies with applicable federal securities laws and assuming the due authorization, execution and delivery of this Agreement by the Acquiring Fund, is the valid and binding obligation of the corresponding Acquired Fund enforceable against the corresponding Acquired Fund in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;

(c)

The corresponding Acquired Fund has the power to sell, assign, transfer and deliver the assets to be transferred by it hereunder, and, upon consummation of the transactions contemplated hereby, the corresponding Acquired Fund will have duly transferred such assets to the Acquiring Fund;

(d)

The execution and delivery of this Agreement did not, and the performance by the corresponding Acquired Fund of its obligations hereunder will not, violate the corresponding Acquired Fund’s organizational documents or any provision of any agreement known to such counsel to which the corresponding Acquired Fund is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the corresponding Acquired Fund is a party or by which it is bound;

(e)

To the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the corresponding Acquired Fund of the transactions contemplated by this Agreement, except such as have been obtained;

(f)

Such counsel does not know of any legal or governmental proceedings relating to the corresponding Acquired Fund existing on or before the date of mailing of the Proxy Statement referred to in paragraph 5.3, if any, or the Closing Date required to be described in such Proxy Statement, if any, that are not described as required;

(g)

The Acquired Company is registered with the Securities and Exchange Commission as an investment company under the 1940 Act; and

(h)

To the knowledge of such counsel, except as has been disclosed in writing to the Acquiring Fund, no litigation or administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened as to the corresponding Acquired Fund or any of its properties or assets or any person whom the Acquiring Fund may be obligated to indemnify in connection with such litigation, proceeding or investigation, and the corresponding Acquired Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated thereby.

7.3.

[Reserved].

7.4.

The custodian of the corresponding Acquired Fund shall have delivered to the Acquiring Fund a certificate identifying all of the assets of the corresponding Acquired Fund held by such custodian as of the Valuation Date.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF EACH ACQUIRED FUND AND THE CORRESPONDING ACQUIRING FUND.

The respective obligations of each Acquired Fund and the corresponding Acquiring Fund hereunder are subject to the further conditions that on or before the Closing Date:

8.1.

This Agreement and the transactions contemplated herein shall have received all necessary shareholder approvals at the meeting of shareholders of each Acquired Fund referred to in paragraph 5.2, if any.

8.2.

On the Closing Date, no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated hereby.

8.3.

All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Securities and Exchange Commission and of state “Blue Sky” and securities authorities) deemed necessary by the Acquired Fund or the corresponding Acquiring Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except when failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquired Fund or the corresponding Acquiring Fund.

8.4.

[Reserved].

8.5.

The Acquired Fund and the corresponding Acquiring Fund shall have received a favorable opinion of Ropes & Gray LLP satisfactory to each of them (which opinion will be subject to certain qualifications), substantially to the effect that, on the basis of existing provisions of the Code, U.S. Treasury regulations promulgated thereunder, current administrative rules and court decisions, generally for U.S. federal income tax purposes:

(a)

The transaction contemplated by this Agreement will constitute a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code;

(b)

Under Sections 361 and 357 of the Code, no gain or loss will be recognized by the Acquired Fund upon (i) the transfer of all its assets to the Acquiring Fund in exchange for Acquisition Shares and the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund or (ii) the distribution of the Acquisition Shares by the Acquired Fund to its shareholders in liquidation;

(c)

Under Section 1032 of the Code, no gain or loss will be recognized by the Acquiring Fund upon receipt of the assets of the Acquired Fund in exchange for the Acquisition Shares and the assumption by the Acquiring Fund of all liabilities and obligations of the Acquired Fund;

(d)

Under Section 362(b) of the Code, the Acquiring Fund’s tax basis in the assets of the Acquired Fund transferred to the Acquiring Fund will be the same as the Acquired Fund’s tax basis of such assets immediately prior to the transfer;

(e)

Under Section 1223(2) of the Code, the Acquiring Fund’s holding periods for the assets received from the Acquired Fund will include the periods during which such assets were held by the Acquired Fund;

(f)

Under Section 354 of the Code, no gain or loss will be recognized by the Acquired Fund’s shareholders upon the exchange of all of their shares of the Acquired Fund for the Acquisition Shares;

(g)

Under Section 358 of the Code, the aggregate tax basis of Acquisition Shares received by a shareholder of the Acquired Fund will be the same as the aggregate tax basis of the Acquired Fund’s shares exchanged therefor;

(h)

Under Section 1223(1) of the Code, an Acquired Fund shareholder’s holding period for the Acquisition Shares received will be determined by including the shareholder’s holding period for the Acquired Fund shares exchanged therefor, provided the shareholder held such Acquired Fund shares as capital assets on the date of the exchange; and

(i)

The Acquiring Fund will succeed to and take into account the items of the Acquired Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury regulations thereunder.

Each opinion will be based on certain factual certifications made by officers of the Acquired Fund and the corresponding Acquiring Fund, and will also be based on customary assumptions. The opinions are not guarantees that the tax consequences of the reorganizations will be as described above. There is no assurance that the Internal Revenue Service or a court would agree with the opinions.

8.6.

[Reserved].

8.7

[Reserved].

8.8

At any time prior to the Closing, any of the foregoing conditions of this Agreement may be waived jointly by the board of trustees/directors of each of the Acquired Fund and the corresponding Acquiring Fund, if, in their judgment, such waiver will not have a material adverse effect on the interests of the shareholders of the Acquired Fund or the corresponding Acquiring Fund.

9. BROKERAGE FEES AND EXPENSES.

9.1.

Each Acquired Fund and corresponding Acquiring Fund represents and warrants to the other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

9.2.

All fees and expenses incurred in connection with the transactions contemplated herein shall be borne by Columbia.

10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES.

10.1.

Each Acquired Fund and corresponding Acquiring Fund agrees that neither party has made any representation, warranty or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties.

10.2.

The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder except paragraphs 1.1, 1.2, 1.3, 1.5, 5.4, 5.6, 6.3, 9, 10, 13 and 14.

11. TERMINATION.

11.1.

(a)

of a material breach by the other of any representation, warranty, covenant or agreement contained herein to be performed by the other party at or prior to the Closing Date;

(b)

a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that it will not or cannot be met; or

(c)

any governmental authority of competent jurisdiction shall have issued any judgment, injunction, order, ruling or decree or taken any other action restraining, enjoining or otherwise prohibiting this Agreement or the consummation of any of the transactions contemplated herein and such judgment, injunction, order, ruling, decree or other action becomes final and non-appealable; provided that the party seeking to terminate this Agreement pursuant to this Section 11.1(c) shall have used its reasonable best efforts to have such judgment, injunction, order, ruling, decree or other action lifted, vacated or denied.

If any transaction contemplated by this Agreement has not been substantially completed by December 31, 2011, this Agreement shall automatically terminate on that date with respect to that transaction, unless a later date is agreed to by both the Acquired Fund and the corresponding Acquiring Fund.

11.2.

If for any reason any transaction contemplated by this Agreement is not consummated, no party shall be liable to any other party for any damages resulting therefrom, including without limitation consequential damages.

12. AMENDMENTS.

This Agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the authorized officers of each Acquired Fund and corresponding Acquiring Fund; provided, however, that following the shareholders’ meeting called by an Acquired Fund pursuant to paragraph 5.2, if any, no such amendment may have the effect of changing the provisions for determining the number of the Acquisition Shares to be issued to shareholders of such Acquired Fund under this Agreement to the detriment of such shareholders without their further approval.

13. NOTICES.

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the Acquired Fund or the corresponding Acquiring Fund, One Financial Center, Boston, Massachusetts 02111, Attention: Secretary.

14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; NON- RECOURSE.

14.1.

The article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

14.3.

This Agreement shall be governed by and construed in accordance with the domestic substantive laws of The Commonwealth of Massachusetts, without giving effect to any choice or conflicts of law rule or provision that would result in the application of the domestic substantive laws of any other jurisdiction.

14.4.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.5.

A copy of the Declaration of Trust of each Acquiring Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, agent or employee of each Acquiring Trust shall have any personal liability under this Agreement, and that insofar as it relates to any Acquiring Fund, this Agreement is binding only upon the assets and properties of such Acquiring Fund.

[THE REST OF THIS PAGE IS INTENTIONALLY BLANK.]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as set forth below.


RiverSource Bond Series, Inc.		RiverSource Market Advantage Series, Inc.
RiverSource Diversified Income Series, Inc.		RiverSource Money Market Series, Inc.
RiverSource Equity Income Series, Inc.		RiverSource Sector Series, Inc.
RiverSource Global Series, Inc.		RiverSource Short Term Investments Series, Inc.
RiverSource Government Income Series, Inc.		RiverSource Special Tax-Exempt Series Trust
RiverSource Government Money Market Fund, Inc.		RiverSource Strategic Allocation Series, Inc.
RiverSource High Yield Income Series, Inc.		RiverSource Strategy Series, Inc.
RiverSource Income Series, Inc.		Riversource Tax-Exempt Series, Inc.
RiverSource International Managers Series, Inc.		Seligman Communications and Information Fund, Inc.
RiverSource International Series, Inc.		Seligman Frontier Fund, Inc.
RiverSource Investment Series, Inc.		Seligman Global Fund Series, Inc.
RiverSource Large Cap Series, Inc.		Seligman Value Fund Series, Inc.
RiverSource Managers Series, Inc.		Seligman Portfolios, Inc.


	On behalf of each Acquired Fund thereof identified on Exhibit A

Attested by:

/s/ Ryan C. Larrenaga Name: Ryan C. Larrenaga	By:	/s/ J. Kevin Connaughton Name: J. Kevin Connaughton
		Title: President

	RiverSource Series Trust
	RiverSource Variable Series Trust

	On behalf of each Acquiring Fund thereof identified on Exhibit A
Attested by:

/s/ Ryan C. Larrenaga Name: /s/ Ryan C. Larrenaga	By:	/s/ J. Kevin Connaughton Name: J. Kevin Connaughton
		Title: President

	Solely for purposes of Sections 6.3 and 9.2 of the Agreement

	Columbia Management Investment Advisers, LLC
Attested by:

/s/ Ryan C. Larrenaga Name: /s/ Ryan C. Larrenaga	By:	/s/ Christopher Thompson Name: Christopher Thompson
		Title: Senior Vice President and Head of Investment Products and Marketing

EXHIBIT A


Acquired Company	Acquired Fund	Acquiring Trust	Acquiring Fund
RiverSource Bond Series, Inc.	Columbia Floating Rate Fund	RiverSource Series Trust	Columbia Floating Rate Fund
RiverSource Bond Series, Inc.	Columbia Income Opportunities Fund	RiverSource Series Trust	Columbia Income Opportunities Fund
RiverSource Bond Series, Inc.	Columbia Inflation Protected Securities Fund	RiverSource Series Trust	Columbia Inflation Protected Securities Fund
RiverSource Bond Series, Inc.	Columbia Limited Duration Credit Fund	RiverSource Series Trust	Columbia Limited Duration Credit Fund
RiverSource Diversified Income Series, Inc.	Columbia Diversified Bond Fund	RiverSource Series Trust	Columbia Diversified Bond Fund
RiverSource Equity Series, Inc.	Columbia Mid Cap Growth Opportunity Fund	RiverSource Series Trust	Columbia Mid Cap Growth Opportunity Fund
RiverSource Global Series, Inc.	Columbia Absolute Return Currency and Income Fund	RiverSource Series Trust	Columbia Absolute Return Currency and Income Fund
RiverSource Global Series, Inc.	Columbia Emerging Markets Bond Fund	RiverSource Series Trust	Columbia Emerging Markets Bond Fund
RiverSource Global Series, Inc.	Columbia Global Bond Fund	RiverSource Series Trust	Columbia Global Bond Fund
RiverSource Global Series, Inc.	Columbia Emerging Markets Opportunity Fund	RiverSource Series Trust	Columbia Emerging Markets Opportunity Fund
RiverSource Global Series, Inc.	Columbia Global Equity Fund	RiverSource Series Trust	Columbia Global Equity Fund
RiverSource Global Series, Inc.	Columbia Global Extended Alpha Fund	RiverSource Series Trust	Columbia Global Extended Alpha Fund
RiverSource Government Income Series, Inc.	Columbia U.S. Government Mortgage Fund	RiverSource Series Trust	Columbia U.S. Government Mortgage Fund
RiverSource Government Money Market Fund, Inc.	Columbia Government Money Market Fund	RiverSource Series Trust	Columbia Government Money Market Fund
RiverSource High Yield Income Series, Inc.	RiverSource High Yield Bond Fund	RiverSource Series Trust	Columbia High Yield Bond Fund
RiverSource Income Series, Inc.	Columbia Income Builder Fund	RiverSource Series Trust	Columbia Income Builder Fund
RiverSource International Managers Series, Inc.	Columbia Multi-Advisor International Value Fund	RiverSource Series Trust	Columbia Multi-Advisor International Value Fund
RiverSource International Series, Inc.	Columbia Asia Pacific ex-Japan Fund	RiverSource Series Trust	Columbia Asia Pacific ex-Japan Fund
RiverSource International Series, Inc.	Columbia European Equity Fund	RiverSource Series Trust	Columbia European Equity Fund
RiverSource Investment Series, Inc	Columbia Diversified Equity Income Fund	RiverSource Series Trust	Columbia Diversified Equity Income Fund
RiverSource Investment Series, Inc.	Columbia Large Growth Quantitative Fund	RiverSource Series Trust	Columbia Large Growth Quantitative Fund
RiverSource Investment Series, Inc.	Columbia Large Value Quantitative Fund	RiverSource Series Trust	Columbia Large Value Quantitative Fund


Acquired Company	Acquired Fund	Acquiring Trust	Acquiring Fund
RiverSource Investment Series, Inc.	Columbia Mid Cap Value Opportunity Fund	RiverSource Series Trust	Columbia Mid Cap Value Opportunity Fund
RiverSource Large Cap Series, Inc.	Columbia Large Core Quantitative Fund	RiverSource Series Trust	Columbia Large Core Quantitative Fund
RiverSource Managers Series, Inc.	Columbia Multi-Advisor Small Cap Value Fund	RiverSource Series Trust	Columbia Multi-Advisor Small Cap Value Fund
RiverSource Market Advantage Series, Inc.	Columbia Portfolio Builder Aggressive Fund	RiverSource Series Trust	Columbia Portfolio Builder Aggressive Fund
RiverSource Market Advantage Series, Inc.	Columbia Portfolio Builder Conservative Fund	RiverSource Series Trust	Columbia Portfolio Builder Conservative Fund
RiverSource Market Advantage Series, Inc.	Columbia Portfolio Builder Moderate Aggressive Fund	RiverSource Series Trust	Columbia Portfolio Builder Moderate Aggressive Fund
RiverSource Market Advantage Series, Inc.	Columbia Portfolio Builder Moderate Conservative Fund	RiverSource Series Trust	Columbia Portfolio Builder Moderate Conservative Fund
RiverSource Market Advantage Series, Inc.	Columbia Portfolio Builder Moderate Fund	RiverSource Series Trust	Columbia Portfolio Builder Moderate Fund
RiverSource Money Market Series, Inc.	Columbia Money Market Fund	RiverSource Series Trust	Columbia Money Market Fund
RiverSource Sector Series, Inc.	Columbia Dividend Opportunity Fund	RiverSource Series Trust	Columbia Dividend Opportunity Fund
RiverSource Short Term Investments Series, Inc.	Columbia Short-Term Cash Fund	RiverSource Series Trust	Columbia Short-Term Cash Fund
RiverSource Special Tax-Exempt Series Trust	Columbia Minnesota Tax-Exempt Fund	RiverSource Series Trust	Columbia Minnesota Tax-Exempt Fund
RiverSource Strategic Allocation Series, Inc.	Columbia Strategic Allocation Fund	RiverSource Series Trust	Columbia Strategic Allocation Fund
RiverSource Strategy Series, Inc.	Columbia Equity Value Fund	RiverSource Series Trust	Columbia Equity Value Fund
RiverSource Tax-Exempt Series, Inc.	Columbia AMT-Free Tax-Exempt Bond Fund	RiverSource Series Trust	Columbia AMT-Free Tax-Exempt Bond Fund
Seligman Communications and Information Fund, Inc.	Columbia Seligman Communications and Information Fund	RiverSource Series Trust	Columbia Seligman Communications and Information Fund
Seligman Frontier Fund, Inc.	Columbia Seligman Frontier Fund	RiverSource Series Trust	Columbia Frontier Fund
Seligman Global Fund Series, Inc.	Columbia Seligman Global Technology Fund	RiverSource Series Trust	Columbia Seligman Global Technology Fund
Seligman Value Fund Series, Inc.	Columbia Select Large-Cap Value Fund	RiverSource Series Trust	Columbia Select Large-Cap Value Fund
Seligman Value Fund Series, Inc.	Columbia Select Smaller-Cap Value Fund	RiverSource Series Trust	Columbia Select Smaller-Cap Value Fund
Seligman Portfolios, Inc.	Seligman Global Technology Portfolio	RiverSource Variable Series Trust	Seligman Global Technology Portfolio

Share Class Mapping


Acquired Fund Share Class		Acquiring Fund Share Class
Class A		Class A
Class B		Class B
Class C		Class C
Class D		Class A
Class E		Class Z
Class I		Class I
Class R		Class R
Class R3		Class A
Class R4		Class R4
Class W		Class W
Class Y		Class Z
Class 1		Class 1
Class 2		Class 2

April 27, 2011

Columbia Funds Variable Series Trust II
50606 Ameriprise Financial Center
Minneapolis, Minnesota 55474

Gentlemen:

I have examined the Agreement and Declaration of Trust and the By-Laws of Columbia Funds Variable Series Trust II (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 the Post-Effective Amendment.


Sincerely,
/s/ Scott R. Plummer
Scott R. Plummer
General Counsel Columbia Funds Variable Series Trust II

Consent of Independent Registered Public Accounting Firm

We consent to the references to our firm under the captions “Financial Highlights” in the Prospectuses and “Independent Registered Public Accounting Firm” in the Statement of Additional Information and to the incorporation by reference of our reports dated February 23, 2011 on the financial statements (as listed at Exhibit A) of the Columbia Funds Variable Series Trust II included in the Annual Reports for the period ended December 31, 2010, as filed with the Securities and Exchange Commission in Post-Effective Amendment No. 15 to the Registration Statement (Form N-1A, No. 333-146374) of the Columbia Funds Variable Series Trust II.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
April 27, 2011

Exhibit A

LIST OF FUNDS

Columbia Variable Portfolio — Balanced Fund
Columbia Variable Portfolio — Cash Management Fund
Columbia Variable Portfolio — Diversified Bond Fund
Columbia Variable Portfolio — Diversified Equity Income Fund
Columbia Variable Portfolio — Dynamic Equity Fund
Columbia Variable Portfolio — Emerging Markets Opportunity Fund
Columbia Variable Portfolio — Global Bond Fund
Columbia Variable Portfolio — Global Inflation Protected Securities Fund
Columbia Variable Portfolio — High Yield Bond Fund
Columbia Variable Portfolio — Income Opportunities Fund
Columbia Variable Portfolio — International Opportunity Fund
Columbia Variable Portfolio — Large Cap Growth Fund
Columbia Variable Portfolio — Mid Cap Growth Opportunity Fund
Columbia Variable Portfolio — Mid Cap Value Opportunity Fund
Columbia Variable Portfolio — S&P 500 Index Fund
Columbia Variable Portfolio — Select Large-Cap Value Fund
Columbia Variable Portfolio — Select Smaller-Cap Value Fund
Columbia Variable Portfolio — Short Duration U.S. Government Fund
Variable Portfolio — Davis New York Venture Fund
Variable Portfolio — Goldman Sachs Mid Cap Value Fund
Variable Portfolio — Partners Small Cap Value Fund
Columbia Variable Portfolio — Limited Duration Credit Fund
Variable Portfolio — Alliance Bernstein International Value Fund
Variable Portfolio — American Century Diversified Bond Fund
Variable Portfolio — American Century Growth Fund
Variable Portfolio — Columbia Wanger International Equities Fund
Variable Portfolio — Columbia Wanger U.S. Equities Fund
Variable Portfolio — Eaton Vance Floating-Rate Income 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 — Nuveen Winslow Large Cap Growth Fund
Variable Portfolio — Partners Small Cap Growth Fund
Variable Portfolio — PIMCO Mortgage-Backed Securities Fund
Variable Portfolio — Pyramis International Equity Fund
Variable Portfolio — Wells Fargo Short Duration Government Fund
Columbia Variable Portfolio — Seligman Global Technology Fund
Columbia Variable Portfolio — Core Equity Fund
Variable Portfolio —Conservative Portfolio
Variable Portfolio —Moderately Conservative Portfolio
Variable Portfolio —Moderate Portfolio
Variable Portfolio —Moderately Aggressive Portfolio
Variable Portfolio —Aggressive Portfolio

Exhibit (m)

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 March 11, 2011 (together “Plan and Agreement”), is by and between Columbia Management Investment Distributors, Inc. (“Columbia Management Investment 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 Columbia Management Investment 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 Columbia Management Investment Distributors at a rate not

RiverSource Variable Series Trust
Seligman Portfolios, Inc.

to exceed the rate set forth in Schedule A as partial consideration for the services it provides that are 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 Columbia Management Investment 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

Columbia Management Investment 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

Columbia Management Investment 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 Columbia Management Investment 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.

RiverSource Variable Series Trust
Seligman Portfolios, Inc.

5.4

Neither the Plan nor the Agreement may be amended to materially increase the amount 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.

/s/ J. Kevin Connaughton
J. Kevin Connaughton
President

COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.

/s/ Beth Ann Brown
Beth Ann Brown
Senior Vice President

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 2	Class 3	—
RiverSource Variable Portfolio – Short Duration U.S. Government Fund	Class 2	Class 3	—
RiverSource Variable Portfolio – Strategic Income Fund	Class 2	—	—
Seligman Global Technology Portfolio	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 – Columbia Wanger U.S. Equities Fund	Class 2	—	—
Variable Portfolio – Columbia Wanger International Equities 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	—	—

RiverSource Variable Series Trust
Seligman Portfolios, Inc.


	Classes
Funds	Class 2	Class 3	Class 4
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	—	—
Variable Portfolio – Pyramis International Equity Fund	Class 2	—	—
Variable Portfolio – UBS Large Cap Growth Fund	Class 2	—	—
Variable Portfolio – Wells Fargo Short Duration Government Fund	Class 2	—	—
Seligman Portfolios, Inc.
Seligman Capital Portfolio	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.

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, Columbia Management Investment 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.

Exhibit (p)(3)

CODE OF ETHICS
204A-1
17j-1

Davis Selected Advisers, L.P.
Davis Selected Advisers-NY, Inc.
Davis Distributors, LLC

as amended effective August 1, 2009

Table of Contents


I.		Background

II.		Statement of Principles

III.		Duty to Report Violations of the Code

IV.		Acknowledgement of Receipt of this Code

V.		Insider Trading Policy

VI.		Restrictions Relating to Securities Transactions

VII.		Service as a Director

VIII.		Reporting Requirements for Employees, Access Persons, and Independent Directors

IX.		Exempted Securities and Transactions

X.		Sanctions

XI.		Administration of the Code of Ethics

XII.		Approval and Review by Boards of Directors

XIII.		Definitions

IMPORTANT: All Employees must read and acknowledge receipt and understanding of this Code of Ethics.

I. Background

A. This Code is adopted under Rule 17j-1, under the Investment Company Act of 1940, and Rule 204A-1, under the Investment Advisers Act of 1940, and has been approved by the Boards of Directors of each of the mutual Funds for which Davis Advisors serves as Manager or Sub-Adviser.

B. This Code is designed to prevent fraud by reinforcing fiduciary principles that must govern the conduct of Employees. This Code sets forth standards of conduct expected of Employees, and addresses conflicts that arise from personal trading. Employees (1) must adhere to fiduciary standards, (2) have obligations to Clients, (3) may be required to restrict their personal trading, and (4) may be required to report their personal securities transactions and holdings.

C. Questions concerning this Code should be referred to the Chief Compliance Officer.

II. Statement of Principles

A. Fiduciary Standards. This Code is based on the fundamental principle that Davis Advisors and its Employees must put Client interests first. As an investment adviser, Davis Advisors has fiduciary responsibilities to its Clients, including the mutual funds managed or sub-advised by Davis Advisors. Fiduciaries owe their clients a duty of honesty, good faith, and fair dealing. As a fiduciary, Davis Advisors must act at all times in its Clients’ best interests and must avoid or disclose conflicts of interests. Among Davis Advisor’s fiduciary responsibilities is the responsibility to ensure that its Employees conduct their personal securities transactions in a manner which does not interfere or appear to interfere with any Client transactions or otherwise take unfair advantage of their relationship to Clients. All Employees must adhere to this fundamental principle as well as comply with the specific provisions applicable to Employees or Access Persons, set forth in this Code. It bears emphasis that technical compliance with this Code’s provisions will not insulate from scrutiny transactions which show a pattern of compromise or abuse of an Employee’s fiduciary responsibilities to Clients. Accordingly, all Employees must seek to avoid any actual or potential conflicts between their personal interest and the interest of Clients. In sum, all Employees shall place the interest of Clients before personal interests.

B. Compliance with Applicable Federal Securities Laws. All Employees must comply with applicable Federal Securities Laws as defined in this Code. Among other prohibitions, an Employee shall not: (1) employ any device, scheme or artifice to defraud a Client; (2) make any untrue statement of a material fact (or omit to state a material fact necessary in order to make the statements made not misleading) to an Employee making investment decisions or to an officer or member of the Compliance Department investigating securities transactions; (3) engage in any act, practice, or course of business that operates or would operate as a fraud or deceit to a Client; or (4) engage in any manipulative practice with respect to a Client. Questions regarding compliance with applicable Federal Securities laws may be directed to the Chief Compliance Officer.

III. Duty to Report Violations of the Code

A. Duty to Report Violation. An Employee who knows of a violation of this Code has a duty to report such violation promptly to the Compliance Department.

B. Compliance Department Procedures Regarding Reported Violations. The Chief Compliance Officer shall maintain procedures which reasonably ensure that he or she is aware of all reported violations of this Code.

C. Prohibition Against Retaliation. All Employees are prohibited from retaliating against an Employee who reports a violation of this Code. An act of retaliation is itself a violation of this Code and subject to sanctions.

IV. Acknowledgement of Receipt of this Code

A. Receipt of the Code Upon Employment or Promotion to Access Person.

(1) Employees. The Compliance Department shall ensure that each new Employee is given a copy of this Code upon commencement of employment. Within 10 days of commencement of employment (the Employee’s first day on payroll), each Employee shall file an Acknowledgement with the Compliance Department stating that he or she has read and understands this Code.

(2) Access Persons. Each new Access Person will be notified of their status as an Access Person upon commencement of their employment as such. Within 10 days of commencement of employment, each employee shall file an Acknowledgement with the Compliance Department stating that he or she has read and understands the provisions of the Code.

B. Amendments to this Code. The Compliance Department shall ensure that all Employees (including Access Persons) receive a copy of this Code promptly after any material amendments to this Code. Within 10 days of receiving a copy of the amended Code, each Employee shall file an Acknowledgement with the Compliance Department stating that he or she has read and understands the provisions of the amended Code.

V. Insider Trading Policy

A. Prohibitions. All Employees are prohibited from trading on “inside information,” which is material nonpublic information about the issuer of the security. Employees are prohibited from (1) buying or selling any security while in the possession of inside information; (2) communicating to third parties inside information; or (3) using insider information about Davis Advisors’ securities recommendations or Client holdings, to benefit Clients or to gain personal benefit.

B. Administration. The Chief Compliance Officer maintains written procedures reasonably designed to safeguard Client information and prevent an Insider Trading violation. Any Employee who believes he or she may be in possession of inside information should promptly inform the Compliance Department.

VI. Restrictions Relating to Securities Transactions

A. General Trading Restrictions for all Employees. The following prohibitions apply to all Employees. Employee trading includes trading of their spouses, dependent relatives, trustee and custodial accounts or any other account in which the Employee has a financial interest or over which the Employee has investment discretion.

1. Market Timing Mutual Funds. Mutual funds managed or sub-advised by Davis Advisors (including variable annuities but excluding money market funds) are not intended to be used as short-term trading vehicles. Employees are prohibited from engaging in market timing any mutual fund (including variable annuities but excluding money market funds) managed or sub-advised by Davis Advisors in any manner which violates that mutual fund’s prospectus.

2. Late Trading in Mutual Funds. Late trading in mutual funds is explicitly prohibited by law. Late trading occurs when a mutual fund order is received from a client after the mutual fund’s trading deadline. Even though the Code does not require Employees to report purchases of mutual funds, which are not managed or sub-advised by Davis Advisors, this Code prohibits employees from engaging in or facilitating late trading any mutual fund.

B. Additional Trading Restrictions for all Access Persons. “Access Persons” is defined in the definitions section of this Code. The Compliance Department will inform an Employee of his status as an Access Person, obtain a written acknowledgement, and retain a current list of Access Persons. In addition to the trading restrictions which apply to all Employees, Access Persons are subject to the following additional trading restrictions. The trading restrictions for Access Persons also include trading of their spouses, dependent relatives, trustee and custodial accounts or any other account in which the Access Person has a financial interest or over which the Access Person has investment discretion. These additional trading restrictions do not apply to Exempt Securities and Transactions.

1. Clients to Receive Best Execution. If an Access Person purchases/sells a security that is purchased/sold by any Client on the same day at an inferior price, the Access Person will pay a penalty adjusting his/her price to that of the Client. The Best Execution requirement applies only to Clients for which Davis Advisors executes portfolio transactions. Thus, for example, the Best Execution requirement applies to all mutual funds managed or sub-advised by Davis Advisors, and applies to all private accounts not subject to directed brokerage, but does not apply to managed money/wrap accounts where a wrap sponsor executes Client portfolio transactions.

2. Prohibition on Short-Term Profits. Access Persons are prohibited from profiting on any sale and subsequent purchase, or any purchase and subsequent sale of the same (or equivalent) securities occurring within 60 calendars days (“short-term profit”). This holding period also applies to all permitted options transactions; therefore, for example, an Access Person may not purchase or write an option if the option will expire in less than 60 days (unless such a person is buying or writing an option on a security that he or she has held more than 60 days). In determining short-term profits, all transactions within a 60-day period in all accounts related to the Access Person will be taken into consideration in determining short-term profits, regardless of his or her intentions to do otherwise (e.g., tax or other trading strategies). Should an Access Person violate this prohibition on

short-term profits, the Access Person would be required to disgorge the profit. Exempt Securities and transactions are not subject to this prohibition.

3. Restriction on Brokerage Accounts. No Access Person may engage in personal securities transactions other than through a brokerage account which has been approved by the Compliance Department. Every approved account is required to provide the Compliance Department with duplicate trade confirmations and account statements.

4. Pre-clearance of Personal Securities Transactions.

(a)

Pre-clearance. All Access Persons must obtain approval from the Compliance Department prior to entering into any securities transaction. Approval of a transaction, once given, is effective only for the business day on which approval was given or until the Access Person discovers that the information provided at the time the transaction was approved is no longer accurate. If an Access Person decides not to execute the transaction on the day pre-clearance approval is given, or the entire trade is not executed, the Access Person must request pre-clearance again at such time as the Access Person decides to execute the trade. Exempt Securities and Transactions do not need to be pre-cleared.

(b)

Limited Exemptions from Pre-clearance. Access Persons do not need to pre-clear a purchase or sale of securities which meets all elements of either of the following exemptions:

(i) Blue Chip Companies. Purchases or sales which (A) involve less than $50,000 of the securities of a company listed either on a national securities exchange or traded over the counter, and (B) have a market capitalization exceeding $5 billion. These transactions are still subject to the Best Execution requirement; or

(ii) Mutual Funds. Purchases or sales of shares issued by mutual funds managed or sub-advised by Davis Advisors. Note that mutual funds not managed or sub-advised by Davis Advisers are “Exempted Securities” and therefore not subject to pre-clearing.

All securities purchased or sold pursuant to this Limited Exception to Pre-Clearance must be reported on quarterly transaction reports see below.

5. Blackout Period for Purchases and Sales.

(a)

Blackout Period. No Access Person may purchase (sell) any security which at the time is being purchased (sold), or to the Access Person’s knowledge is being considered for purchase (sale), by any mutual fund which Davis Advisors serves as both manager and principal underwriter. The Compliance Department will investigate any transaction where the same security was purchased or sold by or for a mutual fund which Davis Advisors serves as both manager and principal underwriter within the seven (7) calendar day period preceding or following the purchase or sale by such Access Person.

(b)

Blue Chip Limited Exemption from Blackout Period. The Blackout Period shall not apply to any purchase or sale of securities which (i) involve less than $50,000 of the securities of a company listed either on a national securities exchange or traded over the counter, and (ii) have a market capitalization exceeding $5 billion. Securities purchased pursuant to this Blue Chip exception to the Blackout Period are still subject to the Best Execution requirement and must be reported on quarterly transaction reports.

6. Initial Public Offerings. No Access Person shall acquire any securities in an initial public offering.

7. Private Placements. Access Person purchases and sales of “private placement” securities (including all private equity partnerships, hedge funds, limited partnership or venture capital funds) must be pre-cleared with the Compliance Department. No Access Person may engage in any such transaction unless the Compliance Department has previously determined in writing that the contemplated investment does not involve any potential for conflict with the investment activities of Davis Advisors Clients. However, Access Persons do not need to pre-clear private placement opportunities that are offered solely to Davis Advisors employees (for example limited partnership units in Davis Advisors). If, after receiving the required approval, an Access Person has any material role in the subsequent consideration by any Client of an investment in the same or affiliated issuer, the Access Person must disclose his or her interest in the private placement investment to the lead portfolio manager for the Client being considered for the subsequent investment and to the Compliance Department.

C. Trading Restrictions for Independent Directors.

The following restrictions apply only to Independent Directors, as defined in the definitions section of this Code, of a mutual fund which Davis Advisors serves as both manager and principal underwriter.

1. Restrictions on Purchases and Sales. No Independent Director may purchase (sell) any security which, to the Independent Director’s knowledge at the time, is being purchased or is being considered for purchase (sold or being considered for sale) by any mutual fund for which he or she is a director. This prohibition shall not apply to Exempted Securities and Transactions.

2. Restrictions on Trades in Securities Related in Value. The restrictions applicable to the transactions in securities by Independent Directors shall similarly apply to securities that are issued by the same issuer and whose value or return is related, in whole or in part, to the value or return of the security purchased or sold by any Fund for which he or she is a director.

VII. Service as a Director

A. Service as a Director. Access Persons are prohibited from serving on the Boards of Directors of publicly traded companies unless the Compliance Officer determines, in writing, that such service is not inconsistent with the interests of Clients. The Access Person shall be prohibited from discussing the issuer with persons making investment decisions with respect to such issuer.

VIII. Reporting Requirements for All Employees, Access Persons, and Independent Directors

A. Reporting Requirements. All Employees, Access Persons, and certain Independent Directors are subject to different reporting requirements, as listed below. The requirements also apply to all transactions in the accounts of spouses, dependent relatives and members of the same household, trustee and custodial accounts or any other account in which the Employee/Access Person/Independent Director has a financial interest or over which the Employee/Access Person/ Independent Director has investment discretion. The requirements do not apply to securities acquired for accounts over which the Employee/Access Person/Independent Director has no direct or indirect control or influence.

Any holdings or transaction report 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.

(1) Initial Holdings Report.

(a)

All Employees. All must disclose their personal securities holdings in mutual funds (including variable annuities but excluding money market funds) managed or sub-advised by Davis Advisers to the Compliance Department within 10 days of commencement of employment with Davis Advisors. Similarly, securities holdings of all new related accounts must be reported to the Compliance Department within 10 days of the date that such account becomes related to the employee. Information in the initial holdings report must be current as of a date no more than 45 days prior to the date the person becomes an Employee . The report must be provided in a form acceptable to the Compliance Department. Employees are not required to report purchases or sales of mutual funds, which are not managed or sub-advised by Davis Advisors.

(b)

All Access Persons. All Access Persons must disclose their personal securities holdings (not just mutual funds managed or sub-advised by Davis Advisors) to the Compliance Department within 10 days of commencement of employment as an Access Person with Davis Advisors. Similarly, securities holdings of all new related accounts must be reported to the Compliance Department within 10 days of the date that such account becomes related to the employee. Information in the initial holdings report must be current as of a date no more than 45 days prior to the date the person becomes an Access Person. An initial holdings reports shall include at a minimum the title, number of shares, principal amount, the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and the date the Access Person submits the report. Exempt Securities and Transactions do not need to be reported.

(c)

Independent Directors. Independent Directors are not required to make an initial holdings report.

(2) Annual Holdings Report.

(a)

All Employees. All Employees must submit an annual holdings report to the Compliance Department. The annual holdings report must detail holdings in mutual funds (including variable annuities but excluding money market funds) managed or sub-advised by Davis Advisors as of a date no more than 45 days before the report is submitted and the Compliance Department may mandate a single reporting date, e.g. as of December 31st. The report must be provided in a form acceptable to the Compliance Department. Employees are not required to report purchases or sales of mutual funds, which are not managed or sub-advised by Davis Advisors.

(b)

Access Persons. All Access Persons must submit an annual holdings report to the Compliance Department. The annual holdings report must detail all holdings (not just mutual funds managed or sub-advised by Davis Advisors) as of a date no more than 45 days before the report is submitted and the Compliance Department may mandate a single reporting date, e.g. as of December 31st. Annual holdings reports shall at a minimum contain the same information for each security which is required for an initial holdings report. Exempt Securities and Transactions do not need to be reported.

(c)

Independent Directors. Independent Directors are not required to make an annual holdings report.

(3) Quarterly Transaction Report.

(a)

All Employees. All Employees must submit quarterly a transactions report to the Compliance Department within 30 days after the end of each calendar quarter. The quarterly transaction report must detail all securities transactions in mutual funds (including variable annuities but excluding money market funds) managed or sub-advised by Davis Advisors during the preceding calendar quarter. The report must be provided in a form acceptable to the Compliance Department. Employees are not required to report purchases or sales of mutual funds, which are not managed or sub-advised by Davis Advisors.

(b)

Access Persons. All Access Persons must submit quarterly a transactions report to the Compliance Department within 30 days after the end of each calendar quarter. The quarterly transaction report must detail all securities transactions (not just mutual funds managed or sub-advised by Davis Advisors) in the preceding calendar quarter in which the Access Person had a direct or indirect beneficial interest. The quarterly transaction report shall at a minimum include the date of the transaction, title, number of shares, principal amount, the nature of the transaction (i.e. purchase, sale, etc.), the price at which the transaction was affected, the name of the broker, dealer or bank which executed the transaction, and the date the Access Person submits the report. Exempt Securities and Transactions do not need to be reported.

(c)

Independent Directors. An Independent Director of a mutual fund which Davis Advisors serves as both manager and principal underwriter need only report a transaction in a security if the Independent Director, at the time of that transaction, knew or, in the ordinary course of fulfilling the official duties of a director of such mutual fund, should have known that,

during the 15-day period immediately preceding the date of the transaction by the Independent Director, the security was purchased or sold by any mutual fund or was being considered for purchase or sale by any mutual fund for which he or she is a director. In reporting such transactions, Independent Directors must provide: the date of the transaction, a complete description of the security, number of shares, principal amount, nature of the transaction, price, commission, and name of broker/dealer through which the transaction was effected.

(4) Annual Certification of Compliance. All Employees/Access Persons and Independent Directors of a mutual fund which Davis Advisors serves as both manager and principal underwriter, must certify annually to the Compliance Department that (1) they have read, understand, and agree to abide by the applicable portions of this Code of Ethics; (2) they have complied with all requirements of the Code of Ethics, except as otherwise notified by the Compliance Department that they have not complied with certain of such requirements; and (3) they have reported all transactions required to be reported under the Code of Ethics.

(5) Review of Transactions & Holdings Reports and Certifications. The Compliance Department shall review all transactions reports, holdings reports, and certifications. The Compliance Departments’ review of transactions reports and holdings reports shall include at least the following items, where appropriate:

(a)

an assessment of whether the reporting person followed all procedures required by this Code;

(b)

compare the personal trading to any insider-trading restricted lists;

(c)

assess whether the reporting person is trading for his/her own account in the same securities which Davis Advisors is trading for Clients, and if so, whether the Clients are receiving terms as favorable as the reporting person takes for himself/herself;

(d)

periodically analyze the reporting person’s trading for patterns that may indicate abuse, including market timing;

(e)

for Access Persons making investment decisions on behalf of Clients, investigate any substantial disparities between the quality of performance the reporting person achieves for his/her own account and that he/she achieves for clients; and

(f)

for Access Persons making investment decisions on behalf of Clients, investigate any substantial disparities between the percentage of trades that are profitable when the reporting person trades for his/her own account and the percentage that are profitable when he/she makes investment decisions for Clients.

IX. Exempted Securities and Transactions

A. The following securities and transactions do not present the opportunity for improper trading activities that Rule 204A-1 and Rule 17j-1 are designed to prevent; therefore, unless otherwise indicated, the restrictions set forth in Restrictions Relating to Securities Transactions and Reporting Requirements shall not apply to the following exempted transactions or securities.

(1) Managed Account. Purchases or sales in an account over which the Employee has no direct or indirect influence or control (e.g., an account managed on a fully discretionary basis by an

investment adviser or trustee). The managed account shall be prohibited from purchasing initial public offerings or private placements without abiding by the procedures established under this Code to restrict investments by Access Persons in initial public offerings or private placements.

(2) Private Davis Patterned Account. Purchases or sales in an account operating as a Davis Advisors private account (i.e. where the assets in the account are those of Davis Advisors or its employees) in which the investment portfolio is patterned after a client account (or an identifiable portion within the client account). Any securities transactions which are not aggregated with transactions executed by the client account shall be subject to the same day best price penalty as described in the section of this Code entitled “Clients to Receive Best Execution" . Private Davis Patterned Accounts shall be prohibited from investing in initial public offerings or in private placements.

(3) Automatic Investment Plans. Purchases, which are made by reinvesting, cash dividends pursuant to an automatic dividend reinvestment plan.

(4) U.S. Government Securities. Purchases or sales of direct obligations of the U.S. Government.

(5) Mutual Funds Not Managed or Sub-Advised by Davis Advisors. Purchases or sales of mutual funds (including variable annuities), which are not managed or sub-advised by Davis Advisors.

(6) Cash Instruments. Purchases or sales of bank certificates, bankers’ acceptances, commercial paper and other high quality short-term (less than 365 day original maturity) debt instruments, repurchase agreements, and money market funds.

(7) Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are managed or sub-advised by Davis Advisers.

(8) Securities Issued by Davis Advisors. Purchases or sales of debt or equity securities issued by Davis Advisors. Employees should note that such securities are not publicly traded and are subject to numerous other restrictions.

B. The restrictions set forth in Restrictions Relating to Securities Transactions do not apply to the following exempted transactions or securities. However, these transactions are subject to Reporting by Access Persons.

(1) Involuntary Transactions. Purchases or sales, which are non-volitional on the part of the employee (e.g., an in-the-money option that is automatically exercised by a broker; a security that is called away as a result of an exercise of an option; or a security that is sold by a broker, without employee consultation, to meet a margin call not met by the employee).

(2) Pro-Rata Rights. 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.

(3) Commodities and Futures . Purchases or sales of commodities, currency futures and futures on broad-based indices, options on futures and options on broad-based indices. The Compliance

Department determines which indexes are “broad-based indices.” Also exempted are exchange-traded securities, which are representative of, or related closely in value to, these broad-based indices.

(4) Gifts. The receipt of a bona fide gift of securities. Donations of securities, however, require pre-clearance.

(5) Classes of Securities Exempted by the Chief Compliance Officer. The Chief Compliance Officer shall maintain a list of classes of securities which the Chief Compliance Officer has determined, in writing, do not present the opportunity for improper trading activities that Rule 204A-1 and Rule 17j-1 are designed to prevent. For example, as of the date that this Code was originally adopted, municipal bonds were a class of securities, which would not be an appropriate investment for Davis Advisors to make on behalf of any Client. Factors which the Chief Compliance Officer may consider when determining whether or not a class of securities would be appropriate for any Client include whether (i) purchasing such securities would be consistent with the Client’s reasonable expectations; (ii) they may assist the Client in pursuing its investment objective; (iii) they are consistent with the Client’s investment strategy; (iv) they will cause the Client to violate any of its investment restrictions; or (v) they will materially change the Client’s risk profile as described in documents which Davis Advisors has provided to the Client.

X. Sanctions

(A) Sanctions may include, but are not limited to, (1) a letter of caution or warning, (2) reversal of a trade, (3) disgorgement of a profit or absorption of costs associated with a trade, (4) fine or other monetary penalty, (5) suspension of personal trading privileges, (6) suspension of employment (with or without compensation), (7) termination of employment, (8) civil referral to the SEC or other civil regulatory authorities, or (9) criminal referral.

(B) Fines and other monetary penalties shall be contributed to mutual funds which Davis Advisors serves as both manager and principal underwriter.

XI. Administration of the Code of Ethics

A. Appointment of a Compliance Officer . Davis Selected Advisers, L.P., Davis Selected Advisers-NY, Inc., Davis Distributors, LLC, and each of the mutual funds, which Davis Advisors serves as both manager and principal underwriter, shall appoint a Chief Compliance Officer and shall keep a record for five years of the persons serving as Chief Compliance Officer and their dates of service.

B. Administration of the Code . The Chief Compliance Officer shall administer the Code and shall use reasonable diligence and institute procedures reasonably necessary to review reports submitted by persons reporting under this Code.

C. Interpretations. The Chief Compliance Officer shall interpret the Code, focusing upon achieving the goals of Rule 17j-1 and Rule 204A-1. Unless otherwise specified, all terms in the Code shall be

interpreted consistently with the general understanding of such terms in Rule 17j-1, and Rule 204A-1

D. Recordkeeping for the Code . The Chief Compliance Officer shall maintain Code records at Davis Advisors’ principal place of business, which shall be made available to the SEC as legally required for examination. Code records shall include (1) copies of all versions of the Code in effect, (2) all violations of the Code and any action taken as a result of the violation, (3) all reports made by Employees, Access Persons, and Independent Directors, (4) records of all persons required to make reports under this Code, (5) records of all persons who were responsible for reviewing Code reports, and (6) records of any decision to allow Access Persons to purchase Initial Public Offerings or Private Placements. All records shall be maintained for a period of five years.

E. List of Employees, Access Persons, Independent Directors . The Chief Compliance Officer shall prepare a list of Employees, Access Persons, and Independent Directors, shall update the list as necessary, and shall maintain a record (for 5 years) of former lists.

F. Notice of Status as Access Person or Independent Director . The Chief Compliance Officer shall notify each Access Person and Independent Director of their status, provide them with a copy of this Code, and obtain an acknowledgment from such person of receipt thereof.

G. Notice of Material Amendments to the Code . The Chief Compliance Officer shall provide notice of material amendments to the Code to every Employee.

H. Exemptions to the Code .

(1) Exemptions for Mutual Funds which Davis Advisors Serves as Both Manager and Principal Underwriter. With respect to any mutual fund which Davis Advisors serves as both manager and principal underwriter, the Independent Directors of that mutual fund may exempt any person from application of any section(s) of the Code. A written memorandum shall specify the section(s) of this Code from which the person is exempted and the reasons therefore.

(2) Exemptions for All Other Clients. With regard to all Clients except mutual funds which Davis Advisors serves as both manager and principal underwriter, the Chief Compliance Officer may exempt any person from application of any section(s) of this Code. A written memorandum shall specify the section(s) of this Code from which the person is exempted and the reasons therefore.

I. Quarterly Directors’ Report . The Chief Compliance Officer for each of the mutual funds, which Davis Advisors serves as both manager and principal underwriter, shall compile a quarterly report to be presented to the Board of Directors of each such mutual fund. Such report shall discuss compliance with this Code, and shall provide details with respect to any material failure to comply and the actions taken by the Chief Compliance Officer upon discovery of such failure.

J. Annual Directors’ Report . Not less than once a year the Chief Compliance Officer for each of the mutual funds which Davis Advisors serves as both manager and principal underwriter shall furnish to Independent Directors of such mutual funds, and the Independent Directors shall consider, a written report that:

(1) Describes any material issues arising under the Code since the last report to the Directors, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations. The annual written report may incorporate by reference information included in written quarterly reports previously presented to the Directors; and

(2) Certifies that Davis Advisors has adopted procedures reasonably necessary to prevent Employees and Access Persons from violating the Code.

XII. Approval and Review by Boards of Directors

The Board of Directors (including a majority of the Independent Directors) of each of the mutual funds managed or sub-advised by Davis Advisors must approve this Code. Additionally, any material changes to this Code must be approved by the Board of Directors within six months after adoption of any material change. Each Board of Directors must base its approval of the Code and any material changes to the Code on a determination that the Code contains provisions reasonably necessary to prevent employees from engaging in any conduct prohibited by Rule 17j-1. Prior to approving the Code or any material change to the Code, the Board of Directors must receive a certification from the mutual fund, the investment adviser, and principal underwriter that each has adopted procedures reasonably necessary to prevent employees from violating this Code.

XIII. Definitions

(1) “1940 Act” means the Investment Company Act of 1940, as amended.

(2) “Access Person” means any Employee (as defined in this Code) who (a) has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or (b) are involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. All Davis Advisors Directors and Officers are Access Persons. The Compliance Department may also determine, in writing, to treat certain Employees who do not meet the definition of Access Person as Access Persons for the purposes of this Code.

(3) “Advisers Act” means the Investment Advisers Act of 1940, as amended.

(4) “Beneficial ownership” is interpreted in the same manner as it would be under section 16a-1(a)(2) of the Securities Exchange Act of 1934 in determining, whether a person has beneficial ownership of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

(5) “Chief Compliance Officer” means that individual so designated by Davis Selected Advisers, L.P., Davis Selected Advisers-NY, Inc., Davis Distributors, LLC, and each mutual Fund, which Davis Advisors serves as both Manager and Principal underwriter.

(6) “Clients” means advisory Clients of Davis Advisors.

(7) “Code” means this Code of Ethics.

(8) “Davis Advisors” means Davis Selected Advisers, L.P., Davis Selected Advisers-NY, Inc., Davis Distributors, LLC, and all affiliated entities under common control, excluding any investment companies.

(9) “Employee” means employees of Davis Advisors and has the same meaning as “supervised persons” as defined in section 202(a)(25) of the Advisers Act. These include Directors, Officers, Employees, and any other person who provides advice on behalf of Davis Advisors and is subject to Davis Advisors’ supervision and control.

(10) “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, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

(11) “Independent Directors” means Directors of any mutual fund, which Davis Advisors serves as both manager, and Principal underwriter who are not “interested persons” of the Fund or Davis Advisors, as defined in the 1940 Act.

(12) “Mutual funds,” are registered open-end management investment companies. These include variable annuities, which are a form of registered open-end management Investment Company.

Exhibit (p)(5)

Appendix B

BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.

CODE OF ETHICS

INTRODUCTION

Barrow, Hanley, Mewhinney & Strauss, Inc. (the “Firm”) has adopted this Code of Ethics (“Code”) in compliance with the requirements of Sections 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Section 17j of the Investment Company Act of 1940. This Code was adopted on November 28, 1983 and last amended on December 31, 2009. This Code of Ethics requires the Firm’s supervised Persons to comply with the federal securities laws, sets forth standards of conduct expected of the Firm’s supervised Persons and addresses conflicts that arise from personal trading by Access Persons. The policies and procedures outlined in the Code of Ethics are intended to promote compliance with fiduciary standards by the Firm and its supervised Persons. As a fiduciary, the Firm has the responsibility to render professional, continuous and unbiased investment advice, owes its clients a duty of honesty, good faith and fair dealing, must act at all times in the best interests of clients and must avoid or disclose conflicts of interest.

This code of ethics is designed to:

Protect the Firm’s clients by deterring misconduct;

Educate our employees regarding the Firm’s expectations and the laws governing their conduct;

	v		Remind employees that they are in a position of trust and must act with complete propriety at all times;

	v		Protect the reputation of the Firm;

	v		Guard against violations of the securities laws; and

Establish procedures for employees to follow so that the Firm may determine whether employees are complying with its ethical principals.

This Code of Ethics is based upon the principle that the directors, officers and employees of the Firm owe a fiduciary duty to, among others, the clients of the Firm to conduct their affairs, including their personal securities transactions, in such a manner as to avoid:

	v		Serving their own personal interests ahead of clients;

	v		Taking inappropriate advantage of their position with the Firm; and

Any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

This fiduciary duty includes the duty of the Chief Compliance Officer of the Firm to periodically review and amend this Code of Ethics, report material violations of this Code to the Firm’s Board of Directors and any U.S. registered investment company client for which the Firm acts as adviser or sub-adviser.

This Code contains provisions reasonably necessary to prevent supervised persons from engaging in acts in violation of the above standards, and procedures reasonably necessary to prevent violations of the Code. Each employee at the commencement of their employment and as an Access Person must certify, by their signature on Exhibit A, they have read and understand the Code’s requirements and their acknowledgement to abide by all of the Code’s provisions. Each employee must re-certify understanding and acknowledgement of the Code any time the Code is amended and/or annually.



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DEFINITIONS

(1)

“Access Person ” means any director, officer, general partner, advisory person, investment personnel, portfolio manager, or employee of the firm.

	(2)		“ Advisory Person ” means any natural person in a control relationship to the Firm who obtains information concerning recommendations made to the Firm with regard to the purchase or sale of a Security by the Firm

	(3)		“ Affiliated Company ” means a company which is an affiliate of the Firm through the Old Mutual U.S. Holdings, Inc. relationship.

	(4)		A security is “Being Considered for Purchase or Sale ” or is “Being Purchased or Sold” when a recommendation to purchase or sell the security has been made and communicated, which includes when the Firm has a pending “buy” or “sell” order with respect to a Security, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation .

	(5)		“Beneficial Ownership” shall be as defined in, and interpreted in the same manner as it would be in determining whether a person is subject to the provisions of, Section 16 of the Securities Exchange Act of 1934 and the rules and regulations hereunder which, generally speaking, encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the Security. An Access Person is presumed to be the beneficial owner of an account where he/she has direct or indirect beneficial interest, and Securities held by his/her immediate family member sharing the same household.

	(6)		“Control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any Person who owns beneficially, either directly or through one or more controlled companies, more than 25 per centum of the voting securities of a company shall be presumed to control such company. Any Person who does not so own more than 25 per centum of the voting securities of any company shall be presumed not to control such company. A natural Person shall be presumed not to be a control Person.

	(7)		“Investment Personnel” means: (a) any Portfolio Manager of the Firm as defined in (10) below; and (b) securities analysts, traders and other personnel who provide information and advice to the Portfolio Manager or who help execute the Portfolio Manager’s decisions.

	(8)		“Nonresident Director” means any director of the Firm who: (a) is not an officer, employee or shareholder of the Firm; (b) does not maintain a business address at the Firm and (c) who does not, in the ordinary course of his business, receive or have access to current information regarding the purchase or sale of Securities by the Firm, information regarding recommendations concerning the purchase or sale of Securities by the Firm or information regarding Securities being considered for purchase or sale by the Firm.

	(9)		“Person” means any natural Person or a company.

	(10)		“Portfolio Manager” means an employee of the Firm entrusted with the direct responsibility and authority to make investment decisions.



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(11)

“Reportable Fund” means any Fund for which the Firm serves as an Investment Adviser or Sub-Adviser.

(12)

“Security” means any note, stock, treasury stock, bond, debenture, unit trust-ETFs, 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 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, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Security shall not include: direct obligations of the Government of the United States, high quality short-term debt instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and shares of registered open-end investment companies, other than shares of Reportable Funds, open-end ETFs, and UITs that are invested exclusively in one or more open-end fund (none of which are Reportable Funds.)

POLICY STATEMENT ON INSIDER TRADING

In compliance with Section 204A of the Advisers Act the Firm forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Firm, on material nonpublic information or communicating material nonpublic information to others in violation of the law, frequently referred to as “insider trading.” The Firm’s insider trading policy applies to every officer, director and employee and extends to activities within and outside their duties at the Firm, and any questions regarding this policy and procedures should be referred to the Firm’s Chief Compliance Officer.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in Securities (whether or not one is an “insider”) or to communications of material nonpublic information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(1)

Trading by an insider, while in possession of material nonpublic information; or

(2)

Trading by a non-insider, while in possession of material nonpublic 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

(3)

Communicating material nonpublic information to others in a breach of fiduciary duty.

Trading on inside information is not a basis for liability unless the information is 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 whether it is determined factual or spreading a rumor. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, debt service and liquidation problems, extraordinary management developments, write-downs or write-offs of assets, additions to reserves for bad debts, new product/services announcements, criminal, civil and government



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investigations and indictments. Material information does not have to relate to a company’s business. For example, material information about the contents of any upcoming newspaper column may affect the price of a Security, and therefore be considered material. Disclosure of a registered investment company client’s holdings or any client’s holdings that are not publicly available may be considered material information and therefore must be kept confidential. All employees of BHMS are subject to the Duty of Confidentiality, Item C of this Code.

Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in the media or other publications of general circulation would be considered public. One should be particularly careful with information received from client contacts at public companies.

Each Person must consider the following before trading for themselves or others in the Securities of a company about which one has potential inside information:

Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the Securities if generally disclosed?

Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace?

The role of the Firm’s Chief Compliance Officer is critical to the implementation and maintenance of the Firm’s policy and procedures against insider trading. If, after consideration of the above, a Person believes that the information is material and nonpublic, or if a Person has questions as to whether the information is material and nonpublic, he/she should take the following steps:

	¨		Report the matter immediately to the Firm’s Chief Compliance Officer.

	¨		Do not purchase or sell the Securities on behalf of oneself or others.

Do not communicate the information inside or outside the Firm, other than to the Firm’s Chief Compliance Officer.

The Firm may determine to restrict trading in the securities personally or for clients’ portfolios.

After the Firm’s Chief Compliance Officer has reviewed the issue, he/she will be instructed to continue the prohibitions against trading and communication, or he/she will be allowed to trade and communicate the information.

“Insider information” may not be communicated to anyone, including persons within the Firm, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.

C . DUTY OF CONFIDENTIALITY

Employees of the Firm shall keep confidential at all times any nonpublic information they may obtain in the course of their employment at the Firm. This information includes but is not limited to:



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	(1)		Information on the clients accounts, including account holdings, recent or impending Securities transactions by the clients and recommendations or activities of the Portfolio Managers for the clients’ accounts;

	(2)		Information on the Firm’s clients and prospective clients investments and account transactions;

	(3)		Information on other Firm personnel, including their pay, benefits, position level and performance rating; and

	(4)		Information on the Firm’s business activities, including new services, products, technologies and business initiatives.

The Firm’s personnel have the highest fiduciary obligation not to reveal confidential company information to any party that does not have a clear and compelling need to know such information and to safeguard all client information. Our Privacy Policy for safeguarding clients’ personal information is detailed in its entirety in our Compliance Policies and Procedures, item 14, and is disclosed in our Form ADV Part II Schedule F.

RESTRICTIONS FOR ACCESS PERSONS

(1)

General Restrictions for Access Persons. As defined by this Code, all employees of the Firm are identified as Access Persons and are subject to the following restrictions with respect to their personal transactions:

(a)

Prohibition on accepting gifts of more than de minimis value. Access Persons are prohibited from accepting any gift or other items of more than de minimis value from any Person or entity that does business with or on behalf of the Firm; for the purpose of this Code, de minimis shall be considered to be the annual receipt of gifts from the same source valued at up to $100 per individual recipient, when the gifts are in relation to the conduct of the Firm’s business. A gift does not include participation in lunches, dinners, cocktail parties, sporting activities or similar gatherings conducted for business purposes.

(b)

Prohibition on service as a director or public official. Investment Personnel are prohibited from serving on the board of directors of any publicly traded company without prior authorization of the President or other duly authorized officer of the Firm. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Firm’s clients. Authorization of board service shall be subject to the implementation by the Firm of a “Chinese Wall” or other procedures to isolate such Investment Personnel from making decisions about trading in that company’s securities.

(c)

Prohibition on initial public offerings. Access Persons, who are not Nonresident Directors, are prohibited from acquiring Securities in an initial public offering. Nonresident Directors must receive pre-clearance to purchase Securities in an initial public offering.

(d)

Prohibition on private placements. Access Persons are prohibited from acquiring Securities in a private placement without prior approval from the Firm’s Chief Compliance Officer. In the event an Access Person receives approval to purchase Securities in a private placement, the Access Person must disclose that investment if he or she plays any part in the Firm’s later consideration of an investment in the issuer.

(e)

Prohibition on options. Access Persons, who are not Nonresident Directors, are prohibited from acquiring or selling any option on any Security.



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	(f)		Prohibition on short-selling. Access Persons, who are not Nonresident Directors, are prohibited from selling any Security that the Access Person does not own, or otherwise engaging in “short-selling” activities.

	(g)		Prohibition on short-term trading profits. Access Persons, who are not Nonresident Directors, are prohibited from profiting in the purchase and sale, or sale and purchase, of the same (or related) securities within sixty (60) calendar days. Trades made in violation of this prohibition should be unwound, if possible. Otherwise, any profits realized on such short-term trades shall be subject to disgorgement.

	(h)		Prohibition on short-term trading of Reportable funds. Access Persons, who are not Nonresident Directors, are prohibited from short-term trading of any Reportable Fund shares. “Short-term trading” defined as a purchase and redemption/sell of a fund’s shares within a thirty-day period. This prohibition does not cover purchases and redemptions/sales: (i) into or out of money market funds or short term bond funds; (ii) purchases effected on a regular periodic basis by automated means, such as 401(k) purchases and Voluntary Deferral Plan “VDP” contributions.

	(i)		Prohibition on certain political contributions. Access Person and their family members may not make political contributions in the name of the firm or personally for the purpose of obtaining or retaining advisory contracts with government entities or for any other business purpose. One also may not consider any of the firm’s current or anticipated business relationships as a factor in soliciting or making political or charitable donations. One may not make charitable contributions in the name of the firm or personally for the purpose of obtaining or retaining advisory contracts or for any other business purpose. An exception to this policy is that charitable contributions made as part of the firm’s formal charitable efforts may be made in the name of the firm payable directly to the tax-exempt charitable organization.

(2)

Blackout Restrictions for Access Persons. All Access Persons, who are not Nonresident Directors, are subject to the following restrictions when their purchases and sales of Securities coincide with trades by any client of the Firm:

	(a)		Purchases and sales within three days *following* a trade by a client. Access Persons are prohibited from purchasing or selling any Security within three calendar days after any client has traded in the same (or a related) Security. In the event that an Access Person makes a prohibited purchase or sale within the three-day period, the access Person must unwind the transaction and relinquish to the Firm any gain from the transaction.

	(b)		Purchases within seven days *before* a purchase by a client. Any Access Person who purchases a Security within seven calendar days before any client purchases the same (or a related) Security is prohibited from selling the Security for a period of six months following the client’s trade. In the event that an Access Person makes a prohibited sale within the six-month period, the Access Person must relinquish to the Firm any gain from the transaction.



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(c)

Sales within seven days before a sale by a client. Any Access Person who sells a Security within seven days before any client sells the same (or a related) Security must relinquish to the Firm the difference between the Access Person’s sale price and the client portfolio(s) sale price (assuming the Access Person’s sale price is higher).

(d)

Disgorgement. A charity shall be selected by the Firm to receive any disgorged or relinquished amounts due to personal trading violations.

EXEMPTED TRANSACTIONS

The prohibitions of Sections D (1)(f) and (g) and D (2)(a),(b), and (c) shall not apply to:

	(1)		Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control; an Access Person is presumed to be a beneficial owner of Securities that are held by his/her immediate family member(s) sharing the Access Person’s household;

	(2)		Purchases or sales which are non-volitional on the part of either the Access Person or the Firm;

	(3)		Purchases which are part of an automatic dividend reinvestment plan or an automatic investment plan, such as 401(k) purchases; and

	(4)		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.

COMPLIANCE PROCEDURES

	(1)		Use of Sungard Protegent PTA system. All Access Persons should use the Sungard Protegent PTA (“PTA”) system for general reporting requirements under this Code, certain transactions may require written reporting on Code Exhibits A, B, C, or D, and these forms may be obtained from the Chief Compliance Officer.

	(2)		Records of Securities transactions . All Access Persons must notify the Firm’s Chief Compliance Officer if they have opened or intend to open a brokerage or Securities account. Access Persons must direct their brokers to supply the Firm’s Chief Compliance Officer with duplicate brokerage confirmations of their Securities transactions and duplicate statements of their Securities account(s).

	(3)		Pre-clearance of Securities transactions . All Access Persons, who are not Nonresident Directors, shall receive prior written approval from the Firm’s Chief Compliance Officer, or other officer designated by the Board of Directors, before purchasing or selling Securities or any Reportable Fund. Pre-clearance for Securities owned or traded by the Firm is valid for that trading day. Pre-clearance for Securities not owned or traded by the Firm and any Reportable Fund is valid for five concurrent trading sessions. Personal Securities transactions should be pre-cleared using the PTA system, for certain reportable funds or other investment employees should use form attached, Exhibit D.

	(4)		Pre-clearance of any transaction in a Reportable fund. All Access Persons, who are not Nonresident Directors, shall receive prior written approval from the Firm’s Chief Compliance Officer, or other officer designated by the Board of Directors, before purchasing or selling any Reportable Fund. Pre-clearance for Reportable Funds is valid for that trading day. This prohibition does not cover purchases and redemptions/sales: (a) into or out of money market funds or short term bond funds; or (b) effected on a regular periodic basis by automated means, such as 401(k) purchases.



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(5)

Disclosure of Personal Holdings, and Certification of Compliance with the Code of Ethics. All Access Persons shall disclose to the Firm’s Chief Compliance Officer all personal Securities holdings and all Reportable Funds holdings upon the later of commencement of employment or adoption of this Code and thereafter on an annual basis as of December 31. Every Access Person shall certify on the designated forms on the PTA system:

	(a)		They have read and understand the Code and recognize that they are subject to all provisions of the Code and they have reported all personal Securities and Reportable Funds holdings;

	(b)		They have complied with the requirements of the Code and reported all personal Securities and Reportable Funds holdings;

	(c)		They have reported all personal Securities and Reportable Funds transactions, and any Securities account(s) opened during the quarter;

	(d)		Initial holdings report shall be made within ten days of hire, and annual holdings reports and quarterly transaction reports shall be made within ten business days of quarter-end and year-end, as identified above.

(6)

Reporting Requirements

	(a)		The Chief Compliance Officer of the Firm shall notify each Access Person that he or she is subject to these reporting requirements, shall deliver a copy of this Code to each such person upon their date of employment and upon such time as any amendment is made to this Code, and shall train each person on appropriate compliance matters and usage of the PTA system for personal reporting and shall.

	(b)		Reports, personal trades and holdings, and other information, submitted to the Chief Compliance Officer of the Firm pursuant to this Code shall be reviewed by the Chief Compliance Officer, be kept confidential, and shall be provided only to the officers and directors of the Firm, Firm counsel or regulatory authorities upon appropriate request.

	(c)		Every Access Person shall report to the Chief Compliance Officer of the Firm all brokerage/investment account(s) currently open at the time of their initial employment, and any new brokerage/investment account opened, including the name of the bank or brokerage, the account number and date the account was opened, and must disclose the new account with their quarterly transaction report. Chief Compliance Officer will direct the brokerage or bank to send duplicate statements and confirms to BHMS pursuant to this Code and NYSE Rule 407.

	(d)		Every Access Person shall report to the Chief Compliance Officer of the Firm any/all personal securities/investment account(s) and any/all personal Securities holdings at the time of their initial employment with the Firm. A report shall be made on the PTA system or designated form, Exhibit A with account statements attached containing the following information:

(i)

Name of the Security and ticker or cusip, number of shares, and principal amount of each personal holding.



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(ii)

Name and account number of the brokerage or bank account where the Security is held.

	(e)		Every Access Person shall report to the Chief Compliance Officer of the Firm the information described in sub-paragraph (5)(d) of this Section with respect to transactions in any Security or Reportable Fund in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the Security; an Access Person is presumed to be a beneficial owner of Securities that are held by his/her immediate family member(s) sharing the Access Person’s household.

	(f)		Reports required to be made under this Paragraph (5) shall be made no later than 10 business days after the end of the calendar quarter in which the transaction to which the report relates was effected. Every Access Person and Nonresident Director shall be required to submit a report for all periods, including those periods in which no Securities transactions were effected. A report shall be made on the PTA system or designated form, Exhibit C or on any other form containing the following information:

	(i)		The date of the transaction, the Security name and/or cusip, the number of shares, and the principal amount of each Security transacted;

	(ii)		The nature of the transaction (i.e., purchase or sale);

	(iii)		The price at which the transaction was effected; and

	(iv)		The name of the broker, dealer or bank with or through whom the transaction was effected. Duplicate copies of the Securities transaction confirmation of all personal transactions and copies of periodic statements for all Securities accounts may be appended to Exhibit C to fulfill the reporting requirement.

	(v)		Any such report may contain a statement that the report shall not be construed as an admission by the Person making such report that he or she has any direct or indirect beneficial ownership in the Security to which the report relates.

(g)

Chief Compliance Officer shall periodically review the reports provided by the Firm’s Access Persons. Review shall include personal transactions and brokerage activity, personal brokerage statements and holdings, among other things.

(7)

Conflict of Interest

Every Access Person shall notify the Chief Compliance Officer of the Firm of any personal conflict of interest relationship which may involve the Firm’s clients, such as the existence of any economic relationship between their transactions and Securities held or to be acquired by any portfolio of the Firm. Such notification shall occur in the pre-clearance process.

REPORTING OF VIOLATIONS

	(1)		Any employee of the Firm who becomes aware of a violation of the Code must promptly report such violation to the Chief Compliance Officer.

	(2)		The Firm’s Chief Compliance Officer shall promptly report to the Board of Directors all material violations of this Code and the reporting requirements there-under. Material violations shall be reported to the Chief Compliance Officer of any Investment Company client.



Code of Ethics 12/31/2009	- 9 -	Barrow, Hanley, Mewhinney & Strauss, Inc.

(3)

When the Firm’s Chief Compliance Officer finds that a transaction otherwise reportable to the Board of Directors under Paragraph (2) of this Section could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of Section 206 of the Advisers Act or Rule 17j-1 of the Investment Company Act, she may, in her discretion, write a memorandum of such finding and the reasons therefore with the reports made pursuant to this Code, in lieu of reporting the transaction to the Board of Directors.

(4)

The Board of Directors or Chief Compliance Officer shall consider reports made to the Board of Directors hereunder and shall determine whether or not this Code has been violated and what sanctions, if any, should be imposed.

ANNUAL REPORTING TO THE BOARD OF DIRECTORS

The Firm’s Chief Compliance Officer shall prepare an annual report relating to this Code to the Board of Directors. Such annual report shall:

	(1)		Summarize existing procedures concerning personal investing and any changes in the procedures made during the past year;

	(2)		Identify any violations requiring significant remedial action during the past year; and

	(3)		Identify any recommended changes in the existing restrictions or procedures based upon the Firm’s experience under its Code, evolving industry practices or developments in applicable laws or regulations.

SANCTIONS

Upon discovering a violation of this Code, the Board of Directors may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator.

RETENTION OF RECORDS

This Code, a list of all Persons subject to its provisions and prohibitions, a copy of each report made by each Access Person hereunder, each memorandum made by the Firm’s Chief Compliance Officer hereunder, and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Firm.



Code of Ethics 12/31/2009	- 10 -	Barrow, Hanley, Mewhinney & Strauss, Inc.

Exhibit (p)(6)

Code of Ethics

River Road Asset Management, LLC

Background

The Investment Advisers Act of 1940, Rule 204A-1 requires investment advisers to establish, maintain, and enforce a written code of ethics that applies to all “supervised persons,” defined as any partner, officer, director, or employee of an investment adviser, or other person who provides investment advice on behalf of the investment adviser and is subject to the supervision and control of the investment advisers. Advisers to registered investment companies are also required to adopt a Code of Ethics regarding personal investment activities under the Investment Company Act of 1940, Rule 17j-1. An investment adviser’s Code of Ethics represents an internal control and supervisory review to detect and prevent possible insider trading, conflicts of interests, and regulatory violations.

Each supervised person of River Road Asset Management (or “Company”) upon becoming a supervised person and on an annual basis thereafter will receive and must certify in writing that they have received, read, understand, and agree to comply with the Company’s Personal Securities Transaction Policies and Procedures, the Insider Trading Policies and Procedures, and the Standards of Conduct Policy (known in the aggregate as the Code of Ethics). Supervised persons will receive and shall be required to make a similar certification following any amendment to the Code of Ethics.

Standards of Conduct

Policy

As an officer or employee of River Road Asset Management, you must exercise good faith in your dealings with both the Company and its clients consistent with the high degree of trust and confidence that is placed in you by the Company.

The need for the stringent application of this principle is heightened by the necessity that the Company, in turn, exercises the highest degree of ethical conduct in its dealings with its clients. This can be accomplished only through your individual commitment to the Company’s values: Loyalty, Integrity, Accountability, and Teamwork.

If you discover that you will derive personal gain or benefit from any transaction between the Company and any individual or firm, you must immediately refer the matter and disclose all pertinent facts to the appropriate manager/supervisor or their designee.

The Company’s standards of conduct are necessarily strict because they are intended for the benefit and protection of the Company and its officers and employees. No attempt to delineate guidelines for proper conduct can hope to cover every potential situation which may arise during your service with the Company. Whenever there is any doubt about the propriety of any action, you are urged to discuss the matter with the Company’s Chief Compliance Officer or your manager/supervisor.

January 2010

Violations of the Standards of Conduct Policy are grounds for disciplinary action, including dismissal. The standards of conduct set forth herein must be applied fully and fairly without reliance upon technical distinctions to justify questionable conduct.

Procedure

Conflicts of Interest You may not engage in personal activities that conflict with the best interests of the Company. In addition, you may not engage in personal activities that are in conflict with the interests of the Company’s clients.

Disclosure or Use of Confidential Information In the normal course of business, employees may be given or may acquire information about the business of the Company, its clients, or its affiliates which is not available to the general public. This information is confidential and may include financial data, business plans and strategies, examiners’ ratings, and information concerning specific lending or trading decisions. All employees are responsible for respecting and maintaining the confidential nature of such information, including taking reasonable care in how and where they discuss, document, and store the confidential information that relates to the business activities of the Company and its clients. Confidential information may only be disclosed within the Company to those who need to know the information to perform their job functions.

Material, Non-public Information Some confidential information is also material, non-public information and subject to the restrictions of federal and state banking and securities laws and regulations as to its communication and use. Material information should be treated as non-public until it is clear the information can be deemed public or ceases to be material.

Personal Investments You must exercise sound judgment in making personal investments in order to avoid situations contrary to the best interests of the Company. You must also avoid imprudent, speculative or questionable activity.

It is not possible to enumerate all the circumstances where these restrictions apply; however, for example, it would be improper:

•

To permit a client to arrange an investment for your account or to participate in investments arranged, sponsored or participated in by a client under circumstances that might create or give the appearance of creating a conflict of interest;

•

To make or maintain an investment in any company or business with which the Company has business relationships if the investment is of such a character (whether because of the size or value of the investment or for any other reason) which might create or give the appearance of creating a conflict of interest;

•

To purchase any new securities of any client of the Company or to purchase any new securities of any company through an investment banking or securities firm having a business relationship with the Company unless the demand for such new

January 2010

securities is such that purchases are not restricted or allocated among prospective purchasers; or

•

To enter into a security transaction when you are aware that such action will anticipate or parallel any investment action of the Company, whether the Company is acting for itself or in a fiduciary capacity.

Outside Activities If you are a full-time employee, you may not accept outside employment or accept payment for services rendered to others, even though such employment or the services rendered may be permissible or desirable, without the prior consent of the Chief Compliance Officer or designee. If warranted, the Chief Compliance Officer may defer to the President. This includes engagements for teaching, speaking, and the writing of books and articles.

In addition, you may not accept an appointment to act as an administrator, executor, guardian, trustee, or to act in any other fiduciary capacity, except when acting in such capacity for a person related to you by blood or marriage, without the approval of the Chief Compliance Officer. Where such duties are accepted for a relative or approval is obtained, the Company and the law demand the highest standards of good faith in discharging such duties.

You are allowed to participate in appropriate professional groups and responsible civic organizations if such service does not interfere with your duties at the Company, provided such relationship would not be prohibited or limited because of statutory or administrative requirements regarding conflicts of interest. If it appears that participation in any such organizations would interfere with your duties, you must obtain approval from the Chief Compliance Officer or President.

You may not accept membership on the board of directors of an outside company unless you first obtain the approval of the Chief Compliance Officer.

Political Activity The Company is interested in good government and allows you to support the candidate or party of your choice both through service and financial support. However, any affiliation with a candidate or party that suggests the Company supports that candidate or party is strictly prohibited. You may not use the Company or its property for political purposes, nor may you use the name of the Company to further any political cause or candidate.

You are allowed to become involved in local government and to run for local part-time elected office, such as school board member or town counsel, if you should so desire. If campaigning or the duties of an office interfere with your duties at the Company, you may have to resign from your position. You should discuss the situation with the Chief Compliance Officer, the President, or a manager/supervisor (or their designee) to determine whether a conflict exists. If you wish to run for full-time elected office you must obtain approval from and make all necessary arrangements with the President prior to announcing your candidacy.

A number of public bodies are clients of the Company and service by you with such a public body could give rise to situations where a conflict of interest exists. To avoid this problem, explore the possibility of conflict with the Company’s Chief Compliance Officer or designee before beginning any such service.

January 2010

The Federal Elections Campaign Act (2 USC 441b) prohibits a national bank, or any company organized by authority of any law of Congress, from making political contributions in connection with federal, state, and local elections. Federal law also places restrictions on the ability of other corporations to make certain political contributions. Therefore, no employee may make any contributions or expenditures on behalf of the Company in connection with any election to any political office, any primary election, or any political convention or caucus held to select candidates for any political office without first obtaining approval from the President and the Company’s Chief Compliance Officer or designee.

Borrowing from Clients You may not borrow money from a client of the Company unless such borrowing is from a bank or other financial institution made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with members of the general public and does not involve more than the normal risk of repayment or include other unfavorable features.

Business Transactions for the Company You may not represent or exercise authority on behalf of the Company in any transaction with any person, firm, company, or organization with which you have any material connection (including, but not limited to, a directorship, officership, family relationship or significant borrowing relationship) or in which you have a material financial interest. You must report any existing or proposed business relationships with any such person, firm, company, or organization to the Company’s Chief Compliance Officer or designee, who will determine with the appropriate levels of management whether such business relationship is “material” for purposes of this prohibition.

Business Transactions with the Company If you are authorized by an outside organization to transact business with the Company on the outside organization’s behalf, you must report such authorization to the Company’s Chief Compliance Officer or designee.

Gifts and Entertainment It is the policy of Company that no employee of Company shall, directly or indirectly, give or permit to be given anything of service or value, including gratuities, in excess of $100 annually (calendar year basis) to any person who is licensed with FINRA. An example of a gift includes but is not limited to: gift certificates, event tickets, gift baskets, golf shirts, sleeves of golf balls, etc. Logo items are not considered gifts and are specifically excluded from this policy. Gifts to Non-FINRA members are not to be excessive.

In addition, Company employees cannot receive any gift unless its value is deminimis i.e., less than $25 annually (calendar year basis) per giver (either person or entity) if the giver provides a service or otherwise that is paid for with client commissions. Where a gift is given to a group and shared, the estimated amount of gift can be pro-rated among the recipients.

If an employee attends an event or dinner with any person or entity, this is not considered a gift but is considered entertainment. RRAM employees are not allowed to be entertained by any person or entity that is a vendor paid with client assets (i.e. commissions or soft dollars). RRAM employees can attend the event or dinner at RRAM or the employee’s expense.

January 2010

The Chief Compliance Officer will monitor all employee entertainment and gifts to ensure these policies are being followed.

Improper Payments (Bribes or Kickbacks) You have an obligation not to take any action that might result in a violation by the Company of the laws of the United States, the Commonwealth of Kentucky, or any other jurisdiction in which the Company does business. The Foreign Corrupt Practices Act (15 USC 78 DD-1, 78 DD-2) provides that in no event may payment of anything of value be offered, promised or made to any government, government entity, government official, candidate for political office, political party or official of a political party (including any possible intermediary for any of the above), foreign or domestic, which is, or could be construed as being, for the purposes of receiving favorable treatment or influencing any act or decision by any such person, organization or government for the benefit of the Company or any other person.

Economic Sanctions Under the International Emergency Economics Powers Act (50 USC 1701), the President of the United States may impose sanctions such as trade embargoes, freezing of assets and import surcharges. The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury promulgates regulations dealing with economic sanctions. Therefore, no employee on behalf of the Company may intentionally transact business with those countries or specially designated nationals against which economic sanctions have been imposed unless the appropriate license has been obtained from the OFAC allowing such transaction.

Prohibition on the Use of Information from Your Previous Employer You should not bring any documents, software or other items to the Company that may contain your previous employer’s confidential, trade secret or proprietary information. This would include such things as computer disks, rolodexes, client lists, financial reports or other materials that belong to your previous employer. If you have such materials in your possession, they should be returned to your former employer immediately unless you have received permission from your previous employer to use such materials.

Your Duty to Report Abuses of the Code of Ethics and Standards of Conduct Policy or Other Illegal or Unethical Conduct All employees have a special obligation to advise the organization of any suspected abuses of Company policy, including suspected criminal or unethical conduct, which you are required to report promptly to the Chief Compliance Officer or the Chief Executive Officer. If reported to the Chief Executive Officer, the Chief Compliance Officer will also receive notice of such report. If you believe there has been any violation of securities law, anti-trust, health and safety, environmental, government contract compliance or any other laws or Company policies, we encourage you to make a report to an appropriate individual in the organization, with a copy of such notice going to the Chief Compliance Officer. You will not be subjected to any form of retaliation for reporting legitimate suspected abuses.

January 2010

Investigations of Reported or Suspected Misconduct As a financial organization, we have a special duty to safeguard the Company’s proprietary and confidential information, assets and property of our clients and the organization. In the event of an investigation regarding possible wrongdoing, you must cooperate fully.

Information relating to any investigation, including information provided by you or the fact of your participation in any investigation is considered confidential and will only be revealed to individuals not associated with the investigation on a need to know basis.

Any request for information or subpoenas regarding federal or state agency investigations must be in writing and directed to the Chief Compliance Officer who will coordinate with Legal Counsel.

Federal Securities Laws All of the Company’s supervised persons are to comply with applicable Federal Securities Laws.

Personal Securities Transactions

Background

The Investment Advisers Act of 1940, Rule 204A-1 requires the reporting of personal securities transactions and holdings periodically as provided below and the maintenance of records of personal securities transactions for those supervised persons who are considered “access persons.”

Definitions

Access Persons For the purposes of this Code of Ethics, the Company considers all officers and employees of the Company and short-term interns with access to non-public information to be Access Persons.

Covered Securities For purposes of this Code of Ethics, Covered Securities generally includes all securities, except for direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments , including repurchase agreements, and shares issued by money market mutual funds, non-affiliated mutual funds, affiliated mutual funds, exchange traded funds, and closed-end funds.

Preclearance Securities For purposes of this Code of Ethics, Preclearance Securities include affiliated funds (defined below), exchange traded funds, and closed-end funds.

Affiliated Fund For purposes of this Code of Ethics, an Affiliated Fund is any mutual fund for which Company serves as an investment adviser or sub-adviser or any mutual fund whose investment adviser or principal underwriter controls the Company, is controlled by the Company, or is under common control with the Company.

January 2010

Policy

River Road Asset Management’s policy allows Access Persons to maintain personal securities accounts provided any personal investing by an Access Person in any accounts in which the Access Person has any direct or indirect beneficial ownership is consistent with River Road Asset Management’s fiduciary duty to its clients and consistent with regulatory requirements. An Access Person is presumed to have a beneficial ownership in any personal securities accounts that are held by household members of the Access Person.

Access Persons may not purchase or sell Covered Securities unless Covered Securities were owned prior to employment with River Road Asset Management. Following acceptance of employment, only sell transactions will be allowed on Covered Securities and Access Persons must obtain advance clearance of such transactions from the Chief Compliance Officer or Compliance Specialist. Access Persons may not purchase or sell Preclearance Securities unless Access Persons obtain advance clearance of such transactions from the Chief Compliance Officer or Compliance Specialist. Access Persons that participate in defined contribution or automatic investment plans that offer Preclearance Securities for investment must obtain advance clearance of their asset allocations for Preclearance Securities and any changes made to the allocations thereafter from the Chief Compliance Officer or Compliance Specialist. Access Persons may, under unusual circumstances, apply for an exception from a trading restriction, which application may be granted or denied. Household members of Access Persons will be allowed to purchase or sell Covered Securities, but the household member must receive advance clearance for the right to transact in Covered Securities from the Chief Compliance Officer. After household members have been approved for the right , all purchase and sell transactions of Covered Securities must be advance cleared by the Chief Compliance Officer or Compliance Specialist. Household members will not be required to receive advance clearance for the right to transact in Preclearance Securities, but will still be required to obtain advance clearance for all purchase and sell transactions of Preclearance Securities.

Following a reasonable period of employment, all portfolio managers are required to have a minimum of 30% of their personal investable assets invested in Affiliated Funds. A reasonable period of employment will be established by the Chief Compliance Officer and, if necessary, the President. Any exceptions or extensions to the above must be approved by written consent of the Chief Compliance Officer.

Procedures

River Road Asset Management has adopted procedures to implement the firm’s policy on personal securities transactions and reviews to monitor and ensure the firm’s policy is observed, implemented properly and amended or updated, as appropriate, which can be summarized as follows:

Holdings Report In accordance with Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940, Access Persons are to identify on a form provided by the Chief Compliance Officer or his designee all Covered and Preclearance Securities in which the Access Person has any direct or indirect beneficial ownership (except for

January 2010

securities held in accounts over which the Access Person has no direct or indirect influence or control). Each Holdings Report must contain the following information for each Covered and Preclearance Security:

	(1)		The title and type of security

	(2)		The exchange ticker symbol or CUSIP number (as applicable)

	(3)		The number of shares

	(4)		The principal amount of each security

	(5)		The name of any broker, dealer or bank with which the Access Person maintains an account in which securities are held

	(6)		The date the Access Person submits the report

An Access Person can satisfy the initial or annual holdings report requirement by timely filing and dating a copy of each investment account statement listing all of Access Person’s Covered and Preclearance Securities, if the statement provides all information required in (1) through (6) above. If Access Person has previously provided statements with all of the required information and the Chief Compliance Officer or his designee has maintained a copy of the investment account statements, the Access Person can satisfy the initial or annual holdings report requirement by timely confirming the accuracy of the statements in writing on the Holdings Report. If the statements do not contain all of the required information or if statements are not available for a Covered or Preclearance Security, Access Person must list out the required information for those securities on the Holdings Report.

Investment Account List Each Access Person will also list on the Holdings Report any investment accounts over which Access Person has direct or indirect beneficial ownership, except that Access Person is not required to list any of the following:

	-		Accounts where Covered or Preclearance Securities are not available for purchase or sell.

	-		Accounts where Access Person has no direct or indirect influence or control.

Timing of Holdings Reports or equivalent Access Person must submit a Holdings Report to the Chief Compliance Officer or his designee within 10 days of becoming an Access Person and annually thereafter. The information on the Holdings Report or its equivalent must be current as of a date not more than 45 days prior to the date the person became an Access Person, in the case of an initial Holdings Report, and 45 days prior to the date the report was submitted, in the case of an annual Holdings Report. The Chief Compliance Officer or his designee is responsible for contacting new Access Persons and sending out initial and annual Holdings Report forms to all Access Persons.

Brokerage No Access Person shall open or maintain personal accounts with the institutional broker representatives through which River Road Asset Management executes transactions on behalf of Advisory Clients.

Quarterly Investment Account Statements On at least a quarterly basis, Company shall receive a copy of all Access Persons’ investment account statements and confirms for each account that holds securities covered by this policy, except for any accounts over which Access

January 2010

Person has no direct or indirect influence or control. It is the responsibility of the Access Person to direct their broker to send copies of their investment account statements and confirms directly to the Chief Compliance Officer or the Compliance Specialist. At the start of an Access Person’s employment, Company will accept copies of account statements and confirms from the Access Person in order to give the Access Person time to set up delivery of account statements and confirms directly to Company. The investment account statements and confirms shall contain all transactions of Access Person, including transactions in Covered Securities and Preclearance Securities. Investment account statements and confirms shall be received no later than 30 days after the end of the applicable calendar quarter. Account statements and confirms do not need to be received for accounts in which transactions are effected pursuant to an automatic investment plan.

Preclearance of Personal Securities Transactions All Access Persons and household members must obtain approval from the Chief Compliance Officer or Compliance Specialist before effecting a transaction in a Preclearance Security or Covered Security by filling out a pre-clearance transaction form. The pre-clearance transaction form shall contain the following information:

	(1)		The date of the transaction

	(2)		The title and type of security

	(3)		The exchange ticker symbol or CUSIP number (as applicable)

	(4)		The number of shares

	(5)		The principal amount of each security involved

	(6)		The nature of the transactions (i.e. purchase, sale or any other type of acquisition or disposition)

	(7)		The price of the security at which the transaction was effected

	(8)		The name of the broker, dealer or bank with or through which the transaction was effected

	(9)		The date the Access Person submits the report

Preclearance of a trade shall be valid and in effect only until the end of the next business day following the day preclearance is given. A preclearance expires if and when the person becomes, or should have become, aware of facts or circumstances that would prevent a proposed trade from being precleared. The Chief Compliance Officer must obtain preapproval from the Chief Executive Officer when effecting a transaction in a Preclearance Security or Covered Security. Access Persons may, under unusual circumstances, such as a personal financial emergency, apply for an exception from the Chief Compliance Officer, which application may be granted or denied.

Excluded from Preclearance Rules are the following :

Purchases or sales effected in any account over which the Access Person has no direct influence or control, including non-volitional investment programs or rights;

Purchases effected by reinvesting cash dividends pursuant to an automatic dividend reimbursement program (“DRIP”). This exemption does not apply, however, to optional cash purchase pursuant to a DRIP;

January 2010

Purchases of rights issued by an issuer pro rata to all holders of a class of its securities, if such rights were acquired from such issuer, and the exercise of such rights;

Transactions involving the exercise of employee stock options.

Minimum Holding Period Access Persons may not purchase and sell or sell and purchase the same Affiliated Fund in the same account within 30 calendar days.

Prohibited Dealings Trading or communicating “inside information” is prohibited under any and all circumstances. It is prohibited to use the facilities of the Company to secure new issues for any non-clients, directly or indirectly. Access Persons are not permitted to, directly or indirectly, purchase securities from or sell securities to Client accounts. Access Persons shall not effect transactions that are excessive in volume or complexity as to require a level of personal time and attention that interferes with the performance of employment duties. This will be determined by Senior Management based upon surrounding facts and circumstances.

Initial Public Offerings and Private Placements Access persons may not directly or indirectly acquire beneficial ownership in any security in an initial public offering. Access persons may not directly or indirectly acquire an interest in a private placement without prior written approval from the Chief Compliance Officer. The approval is based, in part, on whether the investment opportunity should be reserved for clients.

Investment Person Disclosure Access Persons who have been authorized to acquire securities in a private placement or who have beneficial interests prior to Company employment are required to disclose the investment when they play a part in any subsequent consideration of client investments in the issuer. In such circumstances, the Company’s decision to purchase securities is subject to an independent review by investment personnel with no personal interest in the issuer. Investment Persons, when recommending any security, shall disclose any direct, indirect or potential conflict of interest related to the issuer of the security being recommended.

Director/Officer/Principal Stockholder Disclosure Every person who is directly or indirectly the beneficial owner of more than 10% of any class of any equity security (other than an exempted security) who is a director or an officer of the issuer of such security, shall file such statements as are required by the SEC. This must be done within ten days after he or she becomes such beneficial owner, director, or officer, and/or if there has been a change in such ownership, before the end of the second business day following the day on which the transaction has been executed.

Adviser Review The Compliance Department will review all Access Persons’ Holdings Reports, investment account statements, confirms, and pre-clearance transaction forms for compliance with the firm’s policies, including the Insider Trading Policy, regulatory requirements, and the firm’s fiduciary duty to its clients, among other things. The Chief Compliance Officer tracks any apparent violations or requested exemptions and reports such activity to the Executive Committee at least quarterly. The Executive Committee will determine any corrective action and/or sanctions that should be imposed. At least annually, the Executive Committee will provide a written report to the Fund Board of Trustees that (1) describes issues since the last report to the Board, new procedures, and information about material violations of

January 2010

the code and sanctions involved and (2) certifies that the entity has adopted procedures reasonably necessary to prevent violations of the Code of Ethics.

Records The Company shall maintain the following records:

	•		A copy of this Code of Ethics and any other Code of Ethics which is, or at any time within the past five years has been, in effect.

	•		A record of any violation of the Code of Ethics and any action taken as a result of the violation.

	•		A record of all written certifications acknowledging receipt of the Code of Ethics required of each Access Person who is currently, or within the past five years was, an Access Person of the Company.

	•		A record of each initial, quarterly, and annual report made by an Access Person pursuant to this Code of Ethics, including any information provided in lieu of such reports.

	•		A record of the names of persons who are currently, or within the past five years were, Access Persons of the Company.

	•		A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Access Persons in a private placement, for at least five years after the end of the fiscal year in which the approval is granted.

Records may be maintained on microfilm or such other medium permitted under Rule 204-2(g) under the Investment Advisers Act of 1940. Unless otherwise required, all records shall be retained for five years in an easily accessible place, the first two years in an appropriate office of the Company.

Insider Trading

Policy

River Road Asset Management’s policy prohibits any employee from acting upon, misusing, or disclosing any material non-public information, known as inside information. Any instances or questions regarding possible inside information must be immediately brought to the attention of the Chief Compliance Officer or senior management and any violations of the firm’s policy will result in disciplinary action and/or termination.

Background

Various federal and state securities laws and the Advisers Act (Section 204A) require every investment adviser to establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such adviser’s business, to prevent the misuse of material nonpublic information in violation of the Advisers Act or other securities laws by the investment adviser or any person associated with the investment adviser.

January 2010

While US law concerning insider trading is not static, it is generally understood that the law prohibits (1) trading by an insider on the basis of material nonpublic information (2) trading by a non-insider on the basis of material nonpublic 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 by the non-insider in breach of a duty of trust or confidence to the disclosing insider or (3) communicating material nonpublic information to others in violation of the law.

Penalties for trading on or communicating material nonpublic 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 following penalties even if he or she does not personally benefit from the violation. Penalties include the following: civil injunctions, disgorgement of profits, jail sentences, fines for the person who committed the violation, and fines for the employer or other controlling person up to $1,000,000 or three times the amount of the profit gained or loss avoided.

Procedure

River Road Asset Management has adopted various procedures to implement the firm’s insider trading policy and reviews to monitor and ensure the firm’s policy is observed, implemented properly and amended or updated, as appropriate, which may be summarized as follows:

Guidance The Chief Compliance Officer provides guidance to employees on any possible insider trading situation or question. If you believe that information is material and non-public you should (1) report the matter immediately to the Chief Compliance Officer (2) do not purchase or sell the securities on behalf of yourself for others (3) do not communicate the information inside or outside the Company, other than to counsel if directed to do so by the Chief Compliance Officer (4) after the Chief Compliance Officer has reviewed the issue with counsel, as appropriate, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

Other Reporting Access Persons must report to the Chief Compliance Officer all business, financial or personal relationships that may result in access to material non-public information. Access persons are prohibited from serving on the boards of directors of publicly traded companies, absent prior written authorization from the Executive Committee. The decision will be based upon a determination that the board service would be consistent with the interests of the Company and its clients. In circumstances in which board service is authorized, the Access Person will be isolated from those making investment decisions in that security through Chinese Wall or other procedures.

Insider Reporting Requirements In order to facilitate insider trading restrictions, each Insider’s trading account shall be maintained at a brokerage firm with that brokerage firm providing a copy of all trade confirmations and account statements, at regular intervals, for the Insider’s account to the Company’s Chief Compliance Officer. It is the responsibility of each Insider to comply with this aspect of the policy to identify all brokerage relationships to the Chief Compliance Officer.

January 2010

Protection of Material Non Public Information Care must be taken so that material and non-public information is secure and not communicated to anyone, except as directed by the Chief Compliance Officer during the guidance process. This does not preclude the adviser from providing necessary information to persons providing services to the account, such as brokers, accountants, custodians, and fund transfer agents. Please note that River Road Asset Management’s mutual fund holdings are only to be released in accordance with the fund’s policies and procedures governing disclosure of portfolio holdings or 20 calendar days after month end, whichever is later.

Executive Committee Reporting The Chief Compliance Officer prepares a written report to the Executive Committee of any possible violation of the firm’s Insider Trading Policy for implementing corrective and/or disciplinary action. This is reported at the monthly Executive Committee meetings.

Updates River Road Asset Management’s Insider Trading Policy is reviewed and evaluated on a periodic basis and updated as may be appropriate.

January 2010

Mr. Thomas D. Mueller, CPA, CFA
COO/CCO
River Road Asset Management, LLC
462 South Fourth Street
Suite 1600
Louisville, Kentucky 40202

Dear Mr. Mueller,

I hereby certify that I have received, read, understand and agree to comply with the Personal Securities Transaction Policies and Procedures, the Company Insider Trading Policies and Procedures, and the Standards of Conduct Policy (known in the aggregate as the Code of Ethics).


Signed		Date

Name (Print)

January 2010

Exhibit (p)(7)

DENVER INVESTMENTS

CODE OF ETHICS

Amended Effective January 11, 2011

Table of Contents


1. Overview			2

2. Definitions			3

3. Personal Securities Transactions			5

4. Prohibition Against Insider Trading			10

5. Gifts and Entertainment			13

6. Miscellaneous Items			14

Service as a Director			14
Creditors Committee			14
Outside Employment			14
Administration			14
Records			14
Reporting Violations and Sanctions			15
Enforcement			15
Further Information			15

7. Exhibits: Forms			16

Acknowledgement			A
Account Information Detail			B
Certification of Non-Influence and Non-Control over Beneficially Owned Accounts			C
Request for Special Pre-Clearance			D
Corporate Automatic Investment Plans			E
Outside Positions			F

DENVER INVESTMENTS CODE OF ETHICS

Overview

This Code of Ethics (“Code”) has been adopted by Denver Investment Advisors LLC (“Denver Investments”) and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”).

This Code establishes rules of conduct for all employees of Denver Investments and is designed to, among other things, govern personal securities trading activities in the accounts of employees. The Code is based upon the principle that Denver Investments and its employees owe a fiduciary duty to Denver Investments’ clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

Pursuant to Section 206 of the Advisers Act, both Denver Investments and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct.

Denver Investments and its employees are subject to the following specific fiduciary obligations when dealing with clients:

•		The duty to have a reasonable, independent basis for the investment advice provided;

•		The duty to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;

•		The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and

•		A duty to be loyal to clients.

In meeting its fiduciary responsibilities to its clients, Denver Investments expects every employee to demonstrate the highest standards of ethical conduct by complying with the provisions and spirit of the Code. Employees are urged to seek the advice of the Chief Compliance Officer (“CCO”) for any questions about the Code or the application of the Code to their individual circumstances. Employees should also understand that a material breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Denver Investments.

The provisions of the Code are not all-inclusive. Rather, they are intended as a guide for employees of Denver Investments in their conduct. In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with the CCO. The CCO may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised.

Certification

Initial Certification. All Access Persons will be provided with a copy of the Code and must initially certify in writing to Compliance that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all account holdings as required by the Code within 10 calendar days of employment. This certification is indicated on the Acknowledgment form.

Acknowledgement of Amendments . All Access Persons shall receive any amendments to the Code and must certify to Compliance in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.

Annual Certification. All Access Persons must annually certify in writing to Compliance that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings, transaction reports, and gift reports as required by the Code.

Definitions

For the purposes of this Code, the following definitions shall apply:

•		“Access Person” means all members, officers and employees (including interns) of Denver Investments and any consultants who are considered to have access to information regarding any clients’ portfolio holdings and/or transaction activity.

•		“Account” means accounts of any employee and includes accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest (see definition below), such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion.

•		“Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations hereunder.

Thus, for example, you should be aware that the term “Beneficial Ownership” encompasses securities held in an “Account” in which you share a pecuniary interest (that is, the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in a Covered Security). The CCO may, on a case-by-case basis, exempt certain accounts and transactions from any provision of the Code of Ethics (except for initial public offerings, private or limited offerings, or any of the reporting requirements), if, in his view, application of the Code of Ethics is not necessary or appropriate.

•		“Covered Security” means any security as defined in Section 202(a)(18) of the Advisers Act, which generally includes all securities, whether publicly or privately traded, including derivative securities, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open-end registered mutual funds (see “Reportable Securities” below), and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds.

•		“Managed Accounts,” means accounts for members, officers or employees, or their family members, that are managed by Denver Investments or other investment advisers in a discretionary capacity are not covered by the Code of Ethics so long as such person has no direct or indirect influence or control over the account. The employment relationship between the account holder and the individual managing the account, in the absence of other facts indicating control, will not be deemed to give such account holder influence or control over the account.

The provisions of the Code of Ethics shall not apply to “Managed Accounts”. Access Persons relying upon this provision will be required to note on the Account Information Detail form that they do not exercise any direct or indirect influence or control over the account as well as complete a Certification of Non-Influence and Non-Control over Beneficially Owned Accounts form.

•

“Reportable Security” means a security that is subject to the reporting obligations of the Code regardless of whether it is exempt from pre-clearance requirements.

The following securities are exempt from some of the trading prohibitions and pre-clearance requirements, but are nevertheless subject to the reporting obligations, of this Code:

•

shares of Affiliated Funds for which Denver Investments is investment Adviser or sub-adviser;

•

the acquisition of securities through a pre-approved automatic investment plan, 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 such securities; and

•

the acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue.

The following securities are subject to the short-term trade rule but not all pre-clearance requirements. Transactions in these securities are nevertheless considered reportable:

•

direct obligations of a foreign government for which a liquid market exists;

•

index securities or any derivative on any index of securities; and

•

Exchange Traded Funds.

Please note that investments in the Westcore Funds through Denver Investments retirement plan are considered reported to Compliance without any action from the employee.

Personal Securities Transactions

General Policy

Denver Investments has adopted the following principles governing personal investment activities by Denver Investments’ Access Persons:

•

The interests of client accounts will at all times be placed first. The Code of Ethics require Access Persons to at all times place the interests of Clients first and to conduct all personal trading consistently with the Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest. Accordingly, any Access Person contemplating a personal investment that has not been made or considered for Client accounts for which the Access Person has investment responsibility is reminded to evaluate the appropriateness or inappropriateness of the investment for those accounts.

•

All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility.

•

Using knowledge of portfolio transactions made or contemplated for Clients to profit by the market effect of such transactions, including knowledge of possible IPO investments by Affiliated Funds is prohibited.

•

No Access Persons may participate in hedge funds or similar investment groups except as a passive investor.

•

Individuals may not use derivatives to take positions in securities which the Code would prohibit if the positions were taken directly.

•

Access Persons must obtain pre-clearance prior to engaging in any personal transaction in Covered Securities. Pre-cleared transactions not executed on the day of their authorization must be pre-cleared again before execution. Open orders, including stop loss orders, will not be allowed.

•

Investment in Westcore Funds is encouraged by employees, subject to the provision of this Code of Ethics.

•

Persons who violate any prohibition may be required to disgorge any profits realized on such trades to a charitable organization, as the CCO, in his sole discretion, shall determine.

Participation in IPOs and Corporate Actions

Any Access Person subject to this Code is prohibited from purchasing, in an initial public offering, Covered Securities for which no public market in the same or similar securities of that issuer has previously existed. No securities may be purchased in an offering that constitutes a “new issue” as defined in the rules of the FINRA, (formerly NASD). Such securities may be purchased, however, where the individual has an existing right to purchase the security based on his or her status as an investor, policyholder or depositor of the issuer and the Access Person has obtained pre-clearance for the transaction in accordance with this Code. In addition, securities issued in reorganizations are also outside the scope of this prohibition if the transaction involves no investment decision on the part of the employee except in connection with a shareholder vote.

Pre-Clearance Required for Private or Limited Offerings

No Access Person shall acquire Beneficial Ownership of any securities in a limited offering or private placement without the prior written approval of the CCO who has been provided with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Access Person’s activities on behalf of a client) and, if approved, will be subject to monitoring for possible future conflicts.

Any Access Person who has obtained approval to purchase a restricted security and who has purchased and continues to maintain the security in reliance upon such approval must disclose the investment to appropriate personnel in any instance in which the Access Person is involved in consideration by a client of an investment in the issuer of the security. In any such instance, the decision of a Client to purchase an investment in the issuer of the security must be reviewed by Compliance personnel, preferably the CCO.

Special Pre-clearance

Special Pre-clearance may be obtained from a Compliance Committee Member for an investment by an Access Person that would otherwise be prohibited by the Code. To obtain special pre-clearance, an Access Person must submit a Request for Special Pre-Clearance form. Compliance, preferably the CCO, may provide specific pre-clearance if it is determined that the particular circumstances of the person’s proposed trade make it unlikely that the trade would disadvantage any Client.

De Minimus Trades

Employees will be allowed to make de minimus trades which would otherwise be subject to the pre-clearance requirements if the following guidelines are adhered to:

•		A de minimus trade may be made for any security in which the issuer has a market capitalization of equal to or greater than $10 billion.

•		The total dollar amount of a de minimus trade may not exceed $15,000.

•		A large cap de minimus trade may be made for any security in which the issuer has a market capitalization of $35 billion or greater. There is no limit to the amount or number of these trades by an employee.

De minimus trades will not be subject to the seven day pre-clearance provisions of the Code of Ethics. De minimus trades will still be subject to the sixty day short-term trading rule and initial public offerings, limited private offerings and restricted security pre-clearance. Furthermore, employees should also note that the de minimus rule does not exempt employees from violations of the insider trading rules. Employee trades will be monitored to ensure that a pattern of trading with client accounts is not present.

Short-Term Trading

No Access Person shall sell securities (Covered Securities) and Index/ETF securities of which such person has Beneficial Ownership within sixty (60) calendar days of the securities’ purchase. Any prohibited short-term profits are subject to disgorgement as the CCO shall determine. In addition, the CCO will periodically review Affiliated Funds transactions for short-term trading activity and reserves the right to require an Access Person to disgorge profit, with the profit to be paid to the appropriate Affiliated Fund.

Any Access Person is prohibited from engaging in short sales of securities (Covered Securities) that such person knows are held by or being considered for sale by any Client. Short positions may not be closed out within sixty (60) days of the initial short sale.

Investments in Affiliate Funds or Sub-advised by Denver Investments

Investment Companies may have greater volatility, therefore, investments in such funds will be monitored for the following:

Denver Investments employee trades will be monitored for possible trading in anticipation of IPO’s acquired by the funds and short-term trading within 90 days with proprietary information.

Employees that benefit from short-term trading of Affiliated Funds may be required to disgorge inappropriately gained profits or may have their trades cancelled and monies returned to them.

A portfolio manager who wishes to make redemptions from a fund that he/she manages which are greater than $250,000 or 1% of the fund’s net asset value, whichever is less,

in any 90 day period must seek and receive the approval of the CCO prior to making such redemptions and document such on an ETS special pre-clearance.

Reporting Procedures

Pre-clearance: An Access Person may, directly or indirectly, acquire or dispose of Beneficial Ownership of a covered security and ETF only if: (i) such purchase or sale has been approved by the Employee Trading System (“ ETS”) or a supervisory person designated by Denver Investments; (ii) the approved transaction is completed by the close of business on the same trading day approval is received.

Pre-clearance must be obtained by submitting the request through the ETS. In the case of debt securities, approval must initially be received by a manager in Fixed Income who communicates the approval to Compliance. The CCO monitors all transactions by all Access Persons in order to ascertain any pattern of conduct which may evidence conflicts or potential conflicts with the principles and objectives of this Code, including a pattern of front running.

No Access Person shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any beneficial interest within seven (7) calendar days after any client trades in that security. Client transactions of 500 shares or less in securities of an issuer having a market capitalization of $10 billion or greater will be excluded from the definition of a security being purchased or sold. If a securities transaction is executed by a client within seven (7) calendar days after an Access Person executed a transaction in the same security, the CCO reserves the right to require the employee to reverse the trade and disgorge any profits.

Advance trade clearance in no way waives or absolves any Access Person of the obligation to abide by the provisions, principles and objectives of this Code.

Certain types of transactions are exempt from pre-clearance but not from reporting requirements such as investments in Affiliate Funds advised or sub-advised by Denver Investments. See page 4 for further information.

Reporting Requirements

Duplicate Account Information and Notification. Access Persons must arrange for their brokers, investment advisers, trustees or custodians to provide, on a timely basis, to the Compliance Committee, duplicate account statements and confirmation of all transactions in Covered Securities for all accounts in which they have a Beneficial Interest. Access Persons must also notify Compliance of each such account, indicating the name of the brokerage firm, the name under which the account is carried and the date the account was established. An Account Information form should be completed for this purpose. Duplicate account information will be organized and filed by Compliance and exceptions will be reviewed by Compliance to determine that no

trades violate the Code of Ethics and that there is no pattern of trading that suggests a potential violation.

Quarterly Acknowledgments and Verifications . Access Persons must, no later than 30 days after the end of a calendar quarter, verify all open accounts and all security transactions for the quarter unless such information has already been provided to the Company by supplying brokerage confirms for all transactions in Covered Securities and Affiliated Funds. Access Persons must verify even if they have no accounts or transactions during the quarter.

Initial and Annual Holdings Reports. Each Access Person must, within 10 calendar days of commencement of services and at least annually thereafter, submit a holdings report which usually consists of investment statements. The report includes all Covered and Reportable Securities: 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; the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and the date the Access Person submits the report. The holdings information must be current as of a date no more than 45 days prior to the reporting date. An Access Person satisfies the annual holdings report for brokerage accounts by arranging for duplicate statements to be sent to the Company.

It is each Access Person’s responsibility to provide the Company with duplicate confirmations and statements if the Company has not received them directly from the brokerage firm. The Compliance Committee may request Access Persons to provide confirmations and/or statements regardless of whether their broker has been instructed to provide such reports. This is to allow Compliance, for example, to check that all applicable confirmations are being received or to supplement the requested confirmations where a broker is difficult to work with or otherwise fails to provide duplicate confirmations on a timely basis. Such reports will be requested if the confirmations do not provide adequate information.

Corporate Automatic Investment Plans. To exempt pre-set Corporate Automatic Investment purchases from the pre-clearance requirements, Access Persons must submit the Corporate Automatic Investment Plans form prior to the establishment of such a plan or upon a change to the pre-set amount or frequency.

Prohibited Brokerage Arrangements

No Access Person may place his or her personal securities transactions through a Denver Investments trading desk employee or through an individual broker that does business with Denver Investments without written permission from the CCO. The CCO may, from time to time, grant exceptions from this prohibition when particular circumstances make it unlikely that such trading activity would disadvantage Clients.

Employees should submit a Request for Special Pre-clearance form with details of the arrangement for Compliance Committee member approval.

Monitoring and Review of Personal Securities Transactions

The CCO or a designee will monitor and review all reports required under the Code for compliance with Denver Investments’ policies and procedures, not only with the letter but also with the spirit of the Code regarding personal securities transactions and applicable SEC rules and regulations. Access Persons are required to cooperate with such inquiries and any monitoring or review procedures employed by Denver Investments.

Prohibition Against Insider Trading

Introduction

Trading securities while in possession of material, nonpublic information, or improperly communicating that information to others may expose Access Persons and Denver Investments to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The SEC can recover the profits gained or losses avoided through the illegal trading, impose a penalty of up to three times the illicit windfall, and/or issue an order permanently barring you from the securities industry. Finally, Access Persons and Denver Investments may be sued by investors seeking to recover damages for insider trading violations.

The rules contained in this Code apply to securities trading and information handling by Access Persons of Denver Investments.

The law of insider trading is unsettled and continuously developing. An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance. Often, a single question can avoid disciplinary action or complex legal problems. You must notify the CCO immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.

General Policy

No Access Person may trade, either personally or on behalf of others (such as funds and private accounts managed by Denver Investments), while in the possession of material, nonpublic information, nor may any personnel of Denver Investments communicate material, nonpublic information to others in violation of the law.

What is Material Information?

Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this includes any information the disclosure of which will have a substantial effect on the

price of a company’s securities. No simple test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the CCO.

Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be material.

You should also be aware of the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to Denver Investments’ securities recommendations and client securities holdings and transactions.

What is Nonpublic Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace. For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

Identifying Inside Information

Before executing any trade for yourself or others, including investment funds or private accounts managed by Denver Investments (“Client Accounts”), you must determine whether you have access to material, nonpublic information. If you think that you might have access to material, nonpublic information, you should take the following steps:

•		Report the information and proposed trade immediately to the CCO.

•		Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm.

•		Do not communicate the information inside or outside the firm, other than to the CCO.

•		After Compliance personnel, typically the CCO, has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

You should consult with the CCO before taking any action. This degree of caution will protect you, our clients, and the firm.

Contacts with Public Companies

Contacts with public companies may represent an important part of our research efforts. The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an Access Person of Denver Investments or other person subject to this Code becomes aware of material, nonpublic information. To protect yourself, your clients and the firm, you should contact the CCO immediately if you believe that you may have received material, nonpublic information.

Communications with Outside Directors and Trustees of Investment Companies Advised or Sub-Advised by Denver Investments

As a regular business practice, Denver Investments attempts to keep the Trustees and Directors of its investment company clients informed with respect to its investment activities through reports and other information provided to them in connection with board meetings and other events. In addition, personnel are encouraged to respond to inquiries from Trustees and Directors, particularly as they relate to general strategy considerations or economic or market conditions affecting the funds. However, it is Denver Investments’ policy not to communicate specific trading information on trading activity within the last 15 days or securities currently being considered for trading activity to the Trustees/ Directors unless it has been approved by Compliance personnel, preferably the CCO.

Tender Offers

Tender offers represent a particular concern in the law of insider trading for two reasons: First, tender offer activity often produces extraordinary gyrations in the price of the target company’s securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and “tipping” while in the possession of material, nonpublic information regarding a tender offer received from the tender offer or the target company or anyone acting on behalf of either. Access Persons of Denver Investments and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

Restricted/Watch Lists

Although Denver Investments does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.

Compliance may place certain securities on “restricted status.” Access Persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling

securities during any period they are listed. Compliance shall take steps to immediately inform all Access Persons of the securities classified as “restricted.” Compliance may place certain securities on “watch status.” Securities issued by companies about which a limited number of Access Persons possess material, nonpublic information should generally be placed on the watch status.

Gifts and Entertainment

Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest. In addition, gifts and entertainment may result in required reporting, especially as it relates to clients subject to ERISA and for employees registered with FINRA through ALPS Distributors Inc. Denver Investments has adopted the policies set forth below to guide Access Persons in this area.

•		Giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest ;

•		Access Persons should not accept or provide any gifts or favors that might influence the decisions you or the recipient must make in business transactions involving Denver Investments, or that others might reasonably believe would influence those decisions;

•		Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible;

•		Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed.

Reporting Requirements

•		Any Access Person who gives or accepts, directly or indirectly, anything of value to/from any person or entity that does business with or on behalf of Denver Investments, including gifts and gratuities must be reported to Compliance. Typically gifts to one person/entity should not exceed $100 per year, except for promotional items of nominal value ($50 or less).

•		This reporting requirement does not typically apply to bona fide dining or bona fide entertainment if, during such dining or entertainment, you are accompanying the recipient or you are being accompanied by the person or representative of the entity. One exception to this exists for certain individuals who are associated with a Taft-Hartley plan. In these cases all gifts and entertainment to union-appointed trustees of Taft-Hartley funds should be reported to Compliance to ensure LM-10 reporting requirements are met by March 31 each year. Reporting is subject to a $250 deminimus exemption in the aggregate to one recipient during the fiscal year. For widely attended gatherings, the cost of these gatherings does not have to be reported if the cost per attendee is $125 or less.

•		This gift reporting requirement is for the purpose of helping Denver Investments monitor the activities of its employees.

•

Gifts made to charitable organizations on behalf of a client interest must be reported to Compliance for review.

Miscellaneous Items

Service as a Director

No Access Person shall serve on the board of directors of any publicly traded company or in an investment related board role to any entity without prior authorization by the CCO based upon a determination that such board service would be consistent with the interest of Denver Investments’ clients.

Creditors Committees

No Access Person may serve on a creditor committee of a publicly traded company without prior authorization of the CCO in cases where it is part of the person’s employment duties. If creditor committee service is authorized, the Access Person serving should adhere to the Insider Trading Policies with respect to information obtained in such a role.

Outside Employment

No member, officer or employee of Denver Investments shall be employed by, or accept compensation from any other person as a result of any business activity, other than a passive investment, outside the scope of his relationship with Denver Investments unless such person has provided prompt notice of such employment to Compliance, and, in the case of securities-related employment or compensation, has received the prior written approval of the CCO. The Outside Positions form should be submitted within 10 calendar days of the commencement of employment and updated in a timely manner when necessary.

Administration

The Code of Ethics recordkeeping shall be maintained online in a company intranet application referred to as the Employee Trading System or “ETS”. All employees will be assigned user names and passwords during a new hire orientation Code of Ethics meeting

Records

Compliance shall maintain and cause to be maintained in a readily accessible place the following records:

•

A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years;

•

A record of any violation of Denver Investments’ Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;

•		A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, a Access Person which shall be retained for five years after the individual ceases to be a Access Person of Denver Investments;

•		A copy of each report made pursuant to Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports;

•		A list of all persons who are, or within the preceding five years have been, Access Persons;

•		A record of any decision and reasons supporting such decision to approve an Access Persons’ acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted.

Reporting Violations and Sanctions

Upon learning of a potential deviation or violation of the Code of Ethics, Compliance shall thereafter take such action as deemed appropriate.

Enforcement

In addition to the penalties described elsewhere in the Code of Ethics, upon discovering a violation of the Code of Ethics, Denver Investments may impose such sanctions as it deems appropriate, including without limitation, a letter of censure or suspension or termination of employment or personal trading privileges of the violator or disgorgement of any profits realized on certain transactions to the appropriate client(s), or alternatively to a charitable organization, as the CCO in his sole discretion shall determine.

Further Information

Access Persons should contact Compliance regarding any inquiries pertaining to the Code or the policies established herein.

EXHIBIT A

DENVER INVESTMENTS
CODE OF ETHICS

ACKNOWLEDGMENT

This form must be completed by all Access Persons upon commencement of services and annually thereafter.

I hereby acknowledge receipt of the Denver Investments Code of Ethics. I certify that I have read and understand the Code of Ethics and recognize that I am subject to its provisions. I also certify that I have complied with the requirements of the Code of Ethics and have reported all personal securities transactions required to be reported pursuant to the Code of Ethics.


Employee Name ( please print )		Social Security Number

Employee Signature		Date:

EXHIBIT B

DENVER INVESTMENTS
CODE OF ETHICS

ACCOUNT INFORMATION DETAIL

For all accounts in which you have any beneficial ownership, include the following information:



ACCOUNT NUMBER	ACCOUNT NAME	SECURITIES FIRM & ADDRESS

I have noted accounts over which I do not exercise any direct or indirect influence or control.

I certify that the above information is a complete list of all accounts in which I have a beneficial interest.


Employee Name ( please print )

Employee Signature		Date:

EXHIBIT C

DENVER INVESTMENTS
CODE OF ETHICS

CERTIFICATION OF NON-INFLUENCE AND NON-CONTROL
OVER BENEFICIALLY OWNED ACCOUNTS

I understand that the provisions of the Denver Investments Code of Ethics do not apply to purchases or sales effected in any accounts for which I may be deemed a Beneficial Owner (under Section 16 of the Securities Exchange Act of 1934) if I do not exercise any direct or indirect influence or control over those accounts.

Listed below are my beneficially owned accounts over which I certify that I have no direct or indirect influence or control.



ACCOUNT NUMBER	ACCOUNT NAME	SECURITIES FIRM & ADDRESS


Employee Name ( please print )

Employee Signature		Date:

EXHIBIT D

DENVER INVESTMENTS
CODE OF ETHICS

REQUEST FOR SPECIAL PRE-CLEARANCE


Name of Access Person:


Description of Investment Security:


Date of Request for Pre-clearance:

Please provide the details of the request for a special pre-clearance:


Signature:		Date:
	Access Person

Disposition of Pre-clearance Request

o		Approved (state reason for approval)

o		Denied


		Signature:				Date:

Comments:

EXHIBIT E

DENVER INVESTMENTS
CODE OF ETHICS

CORPORATE AUTOMATIC INVESTMENT PLANS

This form must be completed by all Access Persons upon commencement of or change to a
Corporate Automatic Investment Plan.

Please Provide the Following Information:

In accordance with the Code of Ethics, all Access Persons must provide the following information. Attach additional pages if necessary.

List all Corporate Automatic Investment Plans beneficially owned for all covered securities owned in such plans for which duplicate account information has not been provided to Denver Investments ( see the Code of Ethics for explanations of the terms Covered Security and Beneficial Ownership ):

TICKER or

PERIODIC INVESTMENT

SECURITY NAME

CUSIP #

AMOUNT

FREQUENCY

I request approval for the above Corporate Automatic Investment Plan (s).


Employee Name ( please print )

		Date:
Employee Signature

Approved by:


		Date:
Compliance Committee Member

EXHIBIT F

DENVER INVESTMENTS
CODE OF ETHICS

OUTSIDE POSITIONS

Please Provide the Following Information:

List all positions held (director, officer, other) with for-profit entities other than Denver Investments:


ENTITY NAME		POSITION

List all positions held with not-for-profit entities and whether you have investment recommendation responsibilities:


ENTITY NAME		POSITION		INVESTMENT RECOMMENDATIONS (Y/N)

I certify that the above information is accurate and complete to the best of my knowledge.



Employee Name (please print)


		Date:
Employee Signature

Exhibit (p)(9)

Code of Ethics

Threadneedle operates in an international service industry and the core of such an industry is the people who work within it.

Our successes as a firm — effective marketing and sales, fund management performance and good client service — are all a product of the quality and the performance of individuals in the firm working together, supported by the operations, systems and infrastructure we have built.

Likewise, the strength of Threadneedle’s reputation is also the product of the integrity and competence of each individual within Threadneedle and their contribution to the firm’s operating and controls environment.

In that connection, I’m pleased to introduce you to the Threadneedle Code of Ethics — our firm’s most important document for employees. Not only does it outline the basic ethical standards applicable to all Threadneedle employees, it also helps define our corporate culture and values. Most importantly, it provides the basis for how we should act while representing Threadneedle, our brand and our stakeholders.

Adhering to our Code of Ethics is a non-negotiable requirement of employment at Threadneedle. To that end, it’s imperative that all of us digest our Code of Ethics as a critical step toward fulfilling our vision of becoming the investment manager of choice.

Consequently I ask you to read the Code carefully, ensure that you understand it fully and take it onboard in your day-to-day activities on behalf of Threadneedle.

Sincerely,

30th November 2009

Crispin Henderson
Chief Executive

Seven Ethical Standards

1. Acting with Integrity

Threadneedle expects that all its employees will act with integrity in every aspect of their work. This means acting in a manner which is straightforward, open, honest and cooperative, in all dealings with everyone with whom their work brings them into contact, including clients, suppliers, other staff and regulators. It also means that no employee should ever act in a manner in which his own personal interests conflict or may appear to conflict with those of Threadneedle or its customers.

In addition, employees should be alive to the danger that others may not have such high standards, and to the risk which fraud and other unethical behaviour represent to Threadneedle, its clients and its reputation. In the event that any employee becomes aware of any existing or potential violation of Threadneedle’s Ethical Standards then they should promptly notify the appropriate line manager or the General Counsel, or ring the Safecall hotline.

2. The Interests of the Client

We are committed to earning the trust of our clients, as the basis for building long-term relationships with them. Our clients come to us for first class investment management services. The revenue of our business is the fees they agree to pay us in return. All employees should treat all our clients fairly and openly in all respects. Our role as stewards of our clients’ money also gives us fiduciary obligations to them which we strive to honour at all times.

3. Maintaining Confidentiality

Employees should ensure that confidential information about Threadneedle and its clients’ affairs and other personal data is kept confidential and in no circumstances is ever abused. All personal data and information concerning Threadneedle’s business should be dealt with in accordance with our Confidentiality Policy.

4. Working with Skill, Care and Diligence

All employees should carry out their responsibilities with all reasonable skill, care and diligence. They should strive to maintain and improve their professional competence. Staff should strive to identify and raise potential issues before they become problems. When problems do arise, staff should inform their managers without delay.

Threadneedle maintains sophisticated governance and risk management policies which all employees should observe.

5. Treating others with Dignity and Respect

Threadneedle is committed to providing a workplace that is diverse and free from any form of discrimination, bullying or harassment. Employees represent a variety of age groups, ethnicities, family structures, races, religions, sexual orientations, nationalities and levels of mental and physical abilities. This diversity enriches our creativity, innovation and reputation. All employees should treat with dignity and respect all those with whom their work brings them into contact.

Threadneedle and its staff will give due consideration to the impact of our business on the environment and on the communities in which it operates.

6. Complying with the Law

Employees will act so as to ensure that they and Threadneedle observe all laws and regulations applicable to Threadneedle’s business.

7. Protecting the Threadneedle Franchise

Employees are encouraged to take pride in Threadneedle’s brand, reputation and franchise. In the course of their work they should at all times act to maintain and promote them. Threadneedle encourages employees to advance our legitimate business interests whenever the opportunity to do so arises.

Related Policies & Procedures

-Whistleblowers’ Policy

-Disciplinary Procedure

-Personal account dealing Policy

-Gifts and other benefits Policy

-Anti-Bribery and FCPA (to be written)

-Insider dealing and market abuse

-Equal opportunities Policy

-Diversity Policy

-Harassment and bullying policy

-Portfolio release Policy

-Conflicts of Interests

-Treating Customers Fairly

-Confidentiality Policy

-Data Protection Policy

-Information Security Policy

-Training and Competence Policy

Please note: This document is the property of Threadneedle. It contains references to policies and procedures that are confidential. This document is not to be copied and may not be passed to anyone other than a current Threadneedle employee without the Express consent of the Threadneedle Compliance Team.

Exhibit (p)(12)

CODE OF ETHICS AND PERSONAL TRADING GUIDELINES

MORGAN STANLEY INVESTMENT MANAGEMENT ¹

Effective September 17, 2010


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			11
C. Other Pre-Clearance Requirements			16

III. REPORTING REQUIREMENTS			16
A. Initial Holdings and Brokerage Account(s) Reports and Certification			16
B. Quarterly Transactions Report			16
C. Annual Holdings Report and Certification of Compliance			17

IV. OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS			18
A. Approval to Engage in an Outside Activity			18
B. Approval to Invest in a Private Placement			18
C. Approval Process			19
D. Client Investment into Private Placement			19

V. POLITICAL CONTRIBUTIONS			19

VI. GIFTS AND ENTERTAINMENT			20

VII. CONSULTANTS AND TEMPORARY EMPLOYEES			20

VIII. REVIEW, INTERPRETATIONS AND EXCEPTIONS			20

IX. ENFORCEMENT AND SANCTIONS			20


²		Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008 and August 19, 2010

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.

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.


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 the Morgan Stanley fund families.

	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:

	Ø		all Morgan Stanley Management Committee and Operating Committee members

	Ø		all other Managing Directors

	Ø		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

	Ø		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:

	Ø		All MSIM employees;

	Ø		All directors, officers and partners of MSIM;

	Ø		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).

	Ø		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, Portfolio Services, 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.

	Ø		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 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, spot foreign exchange transactions (“spot fx”) and similar instruments, but does 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


⁴		The term “Access Person” is now made consistent with the Morgan Stanley Code of Conduct to avoid confusion.

			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:

	Ø		accounts owned by you;

	Ø		accounts of your spouse or domestic partner;

	Ø		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);

	Ø		accounts where you obtain benefits substantially equivalent to ownership of securities;

	Ø		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.

	•		“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


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.

			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.

	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:

	Ø		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

	Ø		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) (no new contributions effective June 1, 2009)

			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 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 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 .


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.

			Blackout Period . No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a 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 .

			Exchange Traded Funds (ETFs). Purchases and sales of Exchange Traded Funds that are based on a broad-based securities index do not require preclearance. See Schedule D.

			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.

	•		Transactions in Morgan Stanley (MS) Stock

			You may only transact in MS stock during designated window periods. (Please consult MS Today for the window period prior to trading. Note that Access Persons have a shorter window period than other employees). 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, including currency forwards, physical commodities and related derivatives, 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:

	Ø		the title and type, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security;

	Ø		the name of any broker-dealer, bank or financial institution where you hold an Employee Securities Account;

	Ø		any Outside Activities; and

	Ø		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:

	Ø		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;

	Ø		the nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition);

	Ø		the price of the security at which the transaction was effected;

	Ø		the name of the broker-dealer or bank with or through which the transaction was effected; and

	Ø		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:

	Ø		a listing of your current Morgan Stanley brokerage account(s);

	Ø		a listing of all securities beneficially owned by you in these account(s);

	Ø		all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Placements and Outside Activities; and

	Ø		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:

	Ø		Reporting on an initial, quarterly and annual basis;

	Ø		Duplicate confirmations and statements sent to Compliance for transactions in any Covered Security;

	Ø		Restriction from participating in any IPOs;

	Ø		Pre-clearance of any Outside Activities and Private Placements.

		Those consultants or temporary employees that are hired for positions lasting more than one year are required to transfer 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 meet reporting requirements (i.e. Annual Certification or Code of Ethics acknowledgement; provision of statements and confirms) in a timely manner*	1 ^st Offense 2 ^nd Offense 3 ^rd Offense	Letter of Warning Violation Letter plus $200 Fine Violation Letter and $300 Fine plus 3-month trading ban

*Failing to obtain authorization for a trade or trading on day after pre-clearance is granted for a personal securities transaction*	1 ^st Offense 2 ^nd Offense 3 ^rd Offense	Letter of Warning; possible reversal of trade with any profits donated to charity Violation Letter; possible reversal of trade with any profits donated to charity plus a fine representing 5% of net trade amount donated to charity 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 months for MSAITM) or trading MS stock outside designated window periods*	1 ^st Offense 2 ^nd Offense 3 ^rd Offense	Letter of Warning; mandatory reversal of trade with any profits donated to charity Violation Letter; mandatory reversal of trade with any profits donated to charity plus a fine representing 5% of net trade amount donated to charity 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 approved*	1 ^st Offense 2 ^nd Offense 3 ^rd Offense	Letter of Warning; account moved to a MS Broker immediately Violation Letter; account moved to a MS Broker immediately, plus $200 fine Violation Letter; account moved to a MS Broker immediately, plus $300 fine

*Failing to get an Outside Activity or Private Placement pre-approved)*	1 ^st Offense 2 ^nd Offense 3 ^rd Offense	Letter of Warning; possible termination of OBI Violation Letter; possible termination of OBI plus $200 fine Violation Letter; termination of OBI plus $300 fine

Trading in seven day blackout period or purchasing an IPO	1 ^st Offense 2 ^nd Offense 3 ^rd Offense	Letter of Warning; reversal of trade with any profits donated to charity 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 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 Client)*	Each case to be considered on its merits. Possible termination and reporting to regulatory authorities.

Insider trading (trading on material non-public information)	Each case to be considered on its 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
Spot FX	Yes	Yes	Yes
Forward Contracts (including currency forwards)	PROHIBITED
Commodities	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.


	Pre-Clearance	Reporting	Holding
TYPE OF SECURITY	Required	Required	Required
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.

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.


*		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

Exhibit (p)(13)

MFS Investment Management Code of Ethics

Owner(s): Chief Compliance Officer, Conflicts Officer

Effective Date: February 22, 2010

Replaces Policy Version Dated: January 1, 2009

Contact Persons: codeofethics@mfs.com

Yasmin Motivala, ext. 55080
Beth Martin, ext. 56851
Liz Hurley, ext. 55836

Policy Committee Approval: February 11, 2010

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		12
Use of Required Brokers		13
Reportable Funds Transactions and Holdings		13
Disclosure of Employee Related Accounts and Holdings		14
Transactions Reporting Requirements		14
Discretionary Authorization		15
Excessive Trading		15
Use of MFS Proprietary Information		16
Futures and Related Options on Covered Securities		16
Initial Public Offerings		16
Investment Clubs and Investment Contests		16
Trading Provisions, Restrictions and Prohibitions		17
Pre-clearance		17
Private Placements		18
Initial Public Offerings		19
Restricted Securities		19
Short-Term Trading		19
Selling Short		19
Service as a Director		20
Trading Requirements Applicable to Research Analysts, Research Associates and Portfolio Managers		21
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 and information can be viewed by clicking on the links. They are also available on the Compliance Department’s intranet site (unless otherwise noted).

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”)
Information Security Policy
Antitrust Policy
Anticorruption Policy


Note:		The related policies and information are subject to change from time to time.

Overview and Scope

The MFS Investment Management 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 those imposed by 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 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).

Section V details specific trading prohibitions applicable to Research Analysts, Research Associates and Portfolio Managers.

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.

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”) officers 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, all 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 interest 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 an MFS 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 gaging 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 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.

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:

Employees in the Equity and Fixed Income Departments, including portfolio managers, research analysts, research associates, traders, support staff, etc.; and

Other persons designated as Investment Personnel by MFS’ Chief Compliance Officer (“CCO”), MFS’ Conflicts Officer (“Conflicts Officer”) or their designee(s), or the 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. Research Associates are Employees that support Research Analysts and Portfolio Managers by analyzing and presenting information.

5. 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.

6. Non-Access Persons are MFS Employees who are not categorized as Access Persons or Investment Personnel.

7. MFS Employees, or Employee, are all officers, directors (excluding non-management directors) and employees of the MFS Companies, and such other persons as designated by the Committee.

8. FINRA Affiliated Person is an Employee who is also associated with a FINRA-member firm, or licensed by FINRA.

9. 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:

The Employee’s own Accounts and Accounts “beneficially owned” by the Employee as described below;

The Employee’s spouse/domestic partner’s Accounts and the Accounts of minor children and other relatives living in the Employee’s household;

Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in the Employee’s 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

Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner or other relatives living 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 amend or terminate the applicable investment management agreement.

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. Investment Related Proprietary Information is information in which MFS has invested its own resources or soft dollars to acquire or develop and/or taken reasonable measures to keep confidential. It does not include information that is generally known or is readily ascertainable. Examples of Proprietary Information include but are not limited to internally developed research, research acquired with soft dollars, portfolio transactions and portfolio holdings.

N. 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.

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, MFS’ Business Gift and Entertainment Policy, Information Security Policy, Anticorruption Policy and Antitrust 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.

		—. 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.

1. 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 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 Required 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 required brokers is located on https://mfs.ptaconnect.com ). New Employees should initiate a transfer of Employee Related Accounts to one or more of the required 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 required brokers 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 required brokers 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 required brokers 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 below. (See the Table of Contents for a link to the list of products sub-advised by MFS.)

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)

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.

1. 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 amend or terminate the applicable 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 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 amend or terminate the applicable 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.

K. Use of MFS’ Investment Related Proprietary Information

MFS’ investment recommendations and other Investment Related Proprietary Information are for the exclusive use of MFS Clients. For purposes of this paragraph, MFS Clients include clients of PPM Sponsors [and exclude PPM Sponsors themselves]. Employees should not use MFS’ Investment Related Proprietary Information for personal benefit. Any pattern of personal trading suggesting use of MFS’ Investment Related Proprietary Information will be investigated by the Compliance Department. Any misuse or distribution in contravention of MFS policies of MFS’ investment recommendations is prohibited. Personal trading conducted in a manner consistent with the pre-clearance rules and other provisions of the Code is presumed not to be in violation of this section. This presumption, however, is rebuttable if trading patterns and/or other activities indicate otherwise.

L. Futures, Options and Other Derivatives on Covered Securities and Exchange Traded Funds (“ETFs”)

Employees are prohibited from using derivatives on Covered Securities or ETFs to evade the restrictions of this Code. Employees may not use derivatives with respect to a Covered Security or make an investment in an ETF in order to gain exposure to a Covered Security if the Code would prohibit taking the same position directly in the Covered Security. For example, if a pre-clearance request to buy a security is denied, trading an ETF that has 10% exposure to the same underlying security would be considered a violation of this policy.

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 investment clubs and investment contests. 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.

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 Committee.

o . Information regarding current pre-clearance hours is available on the Code of Ethics system at https://mfs.ptaconnect.com .

o . Except as otherwise determined by the Committee, pre-clearance approval is good for the same business day authorization is granted (with the exception of employees located in Japan, Hong Kong, Taiwan, Singapore and Australia who have an additional day to execute a trade).

o . • 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 the 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.

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:

o . 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;

o . Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance;

o . Transactions in securities not covered by this Code, or other security types for which pre-clearance is not required (see Exhibit E); and

o . Subject to prior approval from the Committee, trades in an account where investment discretion is maintained by or delegated to an independent third party.

o . B. Private Placements

Access Persons must obtain prior approval from the Compliance Department before participating in a Private Placement [including a Private Placement of a pooled vehicle managed by MFS]. 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:

o . The Portfolio Manager must disclose the Private Placement interest to a member of MFS’ Investment Management Committee.

o . 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.

o . 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 by entering into opening and subsequent closing transactions involving the same or equivalent Covered Security within 60 calendar days.1 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 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 without a corresponding long position.

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.


₁		Opening transactions may include but are not limited to: buying securities long, selling securities short, buying a call to open, selling a call to open, buying a put to open and selling a put to open. Note: certain of these transaction are prohibited outright under Section IV-F of the Code. Please contact the Compliance Department with any questions with respect to the application of this prohibition.

₂ 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.

₃ Please remember to report all accounts. On a case by case basis, Compliance may require transaction and holding reporting.

₄ 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.

₅ Access Persons are prohibited from participating in “Private Investments in Public Equity Securities” transactions (commonly referred to as “PIPES” offerings).

V. Trading Requirements Applicable to Research Analysts, Research Associates 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. Research Analysts and Research Associates are prohibited from trading a security they researched on behalf of MFS, or are assigned to research, 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 an MFS Client.

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 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.

Beneficial Ownership and Control

The MFS Investment Management 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:

o . Accounts and securities held by immediate family members sharing the same household; and

o . 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 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:

o . 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.

o . 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.

o . If an Employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Employee.

o . If the Employee is a trustee and a beneficiary, the trust is beneficially owned by the Employee.

o . If the Employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Employee.

o . If the Employee is a settlor of a revocable trust, the trust is beneficially owned by the Employee.

o . 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.

o . • 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.

o . • 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.

o . • Outside Business Activities (See Code of Business Conduct):

o . 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.

o . 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.

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

o . The title, number of shares and principal amount of each Covered Security;

o . 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

o . The date the Employee submits the report.

2. Timing of Holdings Reports

o . 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.

o . 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:

o . For holdings in securities that are not Covered Securities; or

o . 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 third party and the Employee has no present authority to amend or terminate the applicable 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

o . 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;

o . The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

o . The price of the Covered Security at which the transaction was effected;

o . The name of the broker, dealer or bank with or through which the transaction was effected; and

o . The date the report was submitted by the Employee.

b. For Newly Established Accounts Holding ANY Securities

o . The name of the broker, dealer or bank with whom the Employee established the account;

o . The date the account was established; and

o . 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:

o . For transactions in securities that are not Covered Securities;

o . With respect to transactions effected pursuant to an Automatic Investment Plan; or

o . 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 amend or terminate the applicable investment management agreement.

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) Limited (“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 incorporated by reference into 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

MFS Investment Management K.K., MFS’ subsidiary in Japan (“MIMkk”), and its employees, are under the supervision of the Japanese FSA and Kantoh Local Financial Bureau as an investment manager registered in Japan. MIMkk and its employees are regulated by the following laws/guidelines.

o . Financial Instruments and Exchange Law, Chapter VI – Regulations for Transactions, etc. of Securities.

o . Guideline for Prohibition of Insider Trading by Japan Securities Investment Advisers Association (”JSIAA”).

o . Guideline for Monitoring Personal Trading by Investment Trust (Toshin) Association (“ITA”)

In addition, MIMkk employees are prohibited from holding Covered Securities for a period less than six months.

This policy is incorporated by reference into the MIMkk Compliance Manual, which should be read in conjunction with this Code

For specific guidance, please contact Yasuyuki Hirata , MIMkk’s Compliance Officer.

Spain

MFS International (UK) Limited, Sucursal en España (“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 (Comisión 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.

Access Categorization of MFS Departments

Employees assigned to the following business units, departments or roles have been designated as “Access Persons”:

o . Management Group

o . Equity

o . Fixed Income

o . Compliance (including Enterprise Risk Management)

o . Fund Treasury

o . Information Technology (Including GIT)

o . Global Investment Support

o . Internal Audit

o . Legal

o . Finance

o . MFD (Including Distribution Administration and Marcom)

o . MFSI

o . ARG

o . DCIO

o . MIL

o . Employees who are members of the Management Committee, the Operations Committee or the Senior Leadership Team

o . Employees who have access to the Investment Research System, the equity trading system or the fixed income trading system.

o . Employees who have access to any system containing information related to current portfolio holdings.

Employees assigned to the following business units, departments or roles have been designated as “Non-Access”:

o . Human Resources

o . Service Center

o . Corporate Services and Property Management

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.)


Owner(s):		Effective Date: February 22, 2010
Chief Compliance Officer
Conflicts Officer
		Replaces Policy Version Dated:
		January 1, 2009

Contact Persons:		Policy Committee Approval:
codeofethics@mfs.com		February 11, 2010
Yasmin Motivala, ext. 55080
Beth Martin, ext. 56851
Liz Hurley, ext. 55836

Applicability:
All employees of MFS and its subsidiaries


		Transactions and
	Pre-clearance	Holdings Reporting
Security Type	Required?	Required?
Mutual Funds
Open-end investment companies which are not Reportable Funds	No	No
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
Unit investment trusts which are exclusively invested in one or more open-end funds, none of which are Reportable Funds	No	No
Exchange Traded Funds (ETFs) including options and structured notes on ETFs.	No	Yes
Equities
Equity securities	Yes	Yes
Options, futures and structured notes on equity securities	Yes	Yes
Fixed Income
Corporate bond securities	Yes	Yes
Municipal bond securities	Yes	Yes
High yield bond securities	Yes	Yes
U.S. Treasury Securities and other obligations backed by the good faith and credit of the U.S. government	No	No
Debt obligations that are NOT backed by the good faith and credit of the U.S. government (such as Fannie Mae bonds)	Yes	Yes
Foreign government issued securities	No	Yes
Variable rate demand obligations and municipal floaters	No	No
Money market instruments, including commercial paper, 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	No	No
Other
Private placements (including real estate limited partnerships or cooperatives)2	Yes	Yes
Foreign currency including options and futures on foreign currency3	No	No
Commodities and options and futures on commodities	No	No
Options, futures and structured notes based on a security index	No	Yes
MFS stock and shares of Sun Life of Canada (U.S.) Financial Services Holdings, Inc.	No	No
Sun Life Financial Inc. 4	Yes	Yes

Private Placement Approval Request5
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

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:

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

Exhibit (p)(14)

Code of Ethics

•		J.P. Morgan Alternative Asset Management, Inc.

•		JPMorgan Asset Management (UK) Ltd.

•		J.P. Morgan Investment Management Inc.

•		Security Capital Research & Management Inc.

•		Bear Stearns Asset Management Inc.

(collectively, “JPMAM”)

Effective February 1, 2005
(Revised February 1, 2010)

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			5
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 other 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.

Code of Ethics
JPMorgan Asset Management

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

Code of Ethics
JPMorgan Asset Management

			1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted 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*

Code of Ethics
JPMorgan Asset Management

		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:

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

	(c)		The date the Access Person submits the report.

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;

	(a)		The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

	(b)		The price of the security at which the transaction was effected;

	(c)		The name of the broker, dealer or bank with or through which the transaction was effected; and

	(d)		The date the Access Person submits the report.

Code of Ethics
JPMorgan Asset Management

2.2.2.		Timing of Transaction Reports

		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 offering s. 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

Code of Ethics
JPMorgan Asset Management

		periods (“Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions (see section 4.4 ). Additionally, the Compliance Department may restrict 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

	(d)		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;

	(e)		A record of any violation of the Code, and any action taken as a result of that violation;

	(f)		A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;

	(g)		A record of each report made by an Access Personas required under section 2. Reporting Requirements ;

	(h)		A record of the names of persons who are currently, or within the past five years were, Access Persons ;

Code of Ethics
JPMorgan Asset Management

	(i)		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 Investments , for at least five years after the end of the fiscal year in which the approval is granted; and

	(j)		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:

	(k)		Disclose this fact to your department head and the Compliance Department; and

	(l)		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 decision-making 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

Code of Ethics
JPMorgan Asset Management

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.

*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

Code of Ethics
JPMorgan Asset Management

		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 Secretary. 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, 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 pre-clearance 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.

Exhibit (p)(19)

WELLS CAPITAL MANAGEMENT, INC.

CODE OF ETHICS
Policy on Personal Securities Transactions
and Trading on Insider Information

Revised Draft Effective
April 1, 2010

Table of Contents


1. Overview			1
1.1 Code of Ethics			1
1.2 Regulatory Requirements			2
1.3 Our Duties and Responsibilities to You			2
1.4 You are considered to be an Access Person			3
1.5 Your Duty of Loyalty			3
1.6 Your Standard of Business Conduct			4
1.7 Exceptions to the Code			4
2. Personal Securities Transactions			5
2.1 Avoid Conflicts of Interest			5
2.2 Reporting Your Personal Securities Transactions			5
2.3 Reports of the CCO			7
2.4 Exceptions to Reporting			7
2.5 Summary of What You Need to Report			8
2.6 Your Reports are Kept Confidential			9
All Access Persons must pre-clear all Security trades and comply with the trading restrictions described here, as applicable.			10
3.1 Trading Restrictions			10
All Access Persons must comply with the following trading restrictions:			10
3.2 Pre-Clearance Requirements			12
3.3 Prohibited Transactions			16
3.4 Ban on Short-Term Trading Profits			17
3.5 CCO’s Approval of Your Transactions			18
4 .Trading on Insider Information			19
4.1 What is Insider Trading?			19
4.2 Using Non-Public Information about an Account or our Advisory Activities			20
4.3 Wells Fargo & Company Securities			20
5. Gifts, Directorships and Other Outside Employment			21
5.1 Gifts			21
5.2 Directorships and Other Outside Employment			21
5.3 Political Contributions			21
6. Code Violations			22
6.1 Investigating Code Violations			22
6.3 Dismissal and/or Referral to Authorities			23
6.4 Your Obligation to Report Violations			23
Appendix A Definitions			25
Appendix B Relevant Compliance Department Staff List**			29
Appendix C Policy on Gifts and Activities with Customers or Vendors			30
Appendix D Registered Products			32
Please consult the WellsCap website for a complete list of mutual funds and closed end funds to which the Code applies. Please refer to the following website for a current list of Reportable Funds: [ADD LINK]			32

Wells Capital Management, Inc (WellsCap) is referred to as “we” or “us” throughout this Code.

1. Overview

1.1 Code of Ethics

We have adopted this Code of Ethics (“Code”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). This Code outlines the policies and procedures you must follow and the guidelines we use to govern your Personal Securities Transactions and prevent insider trading. We monitor any activity that may be perceived as conflicting with the fiduciary responsibility we have to our clients.

We are committed to maintaining the highest ethical standards in connection with managing Accounts. We have no tolerance for dishonesty, self-dealing or trading on material, non-public information.

See the Definitions located in Appendix A for definitions of capitalized terms.

As an employee, you must:

	•		Be ethical,

	•		Act professionally,

	•		Exercise independent judgment,

	•		Comply with all applicable Federal Securities Laws, and

	•		Promptly report violations or suspected violations of the Code to the Compliance Department.

As a condition of your employment, you must acknowledge receipt of this Code and certify annually that you have read it and complied with it. You can be disciplined or fired for violating this Code.

In addition to this Code, you need to comply with the policies outlined in the Handbook for Wells Fargo Team Members and the Wells Fargo Team Member Code of Ethics and Business Conduct .

No written code of ethics can explicitly cover every situation that possibly may arise. Even in situations not expressly described, the Code and your fiduciary obligations generally require you to put the interests of our clients ahead of your own. The Code of Ethics Compliance Officer and/or the Chief Compliance Officer may have the obligation and duty to review and take appropriate action concerning instances of conduct that, while not necessarily violating the letter of the Code, give the appearance of impropriety . If you have any questions regarding the appropriateness of any action under this Code or under your fiduciary duties generally, you should contact the Code of Ethics Compliance Officer or your Chief Compliance Officer to discuss the matter before taking the action in question. Similarly, you should consult with the Compliance Department personnel if you have any questions concerning the meaning or interpretation of any provision of the Code. Should the Compliance Department need to initiate an investigation or fact-finding process, all team members would be required to cooperate fully and honestly and to respect the confidentiality of the process.



February 2010		Code of Ethics

Wells Capital Management, Inc.

1.2 Regulatory Requirements

The Securities and Exchange Commission (“SEC”) considers it a violation of the general antifraud provisions of the Federal Securities Laws whenever a Covered Company engages in fraudulent, deceptive or manipulative conduct.

The SEC can censure or fine us, limit our activities, functions or operations, suspend our activities for up to twelve months, or revoke our registration if we fail to reasonably supervise you and you violate the Federal Securities Laws. However, we won’t be considered to have failed to reasonably supervise you, if we have:

	•		established procedures and a system for applying the procedures, which would reasonably be expected to prevent and detect violations; and

	•		reasonably communicated the duties and obligations of the procedures and system to you, while reasonably enforcing compliance with our procedures and system.

1.3 Our Duties and Responsibilities to You

See Appendix B for Relevant Compliance Department Staff list.

To help you comply with this Code, the Chief Compliance Officer (“CCO”) or his or her designee will:

	•		Notify you in writing that you are required to report under the Code and inform you of your specific reporting requirements.

	•		Give you a copy of the Code and require you to sign a form indicating that you read and understand the Code.

	•		Give you a new copy of the Code if we make any material amendments to it and then require you to sign another form indicating that you received and read the revised Code.

	•		Require you, if you have been so designated, to have duplicate copies of trade confirmations and account statements for each disclosed account from your broker-dealer, bank, or other party designated on the initial, quarterly, or annual certification sent to us as soon as readily available.

	•		Typically compare all of your reported Personal Securities Transactions with the portfolio transactions report of the Accounts each quarter. Before we determine if you may have violated the Code on the basis of this comparison, we will give you an opportunity to provide an explanation.

	•		Review the Code at least once a year to assess the adequacy of the Code and how effectively it works.



April 2010		Code of Ethics

Wells Capital Management, Inc.

1.4 You are considered to be an Access Person

The Code applies to all team members of a Covered Company. All team members are expected to follow the guidelines that apply to them as outlined in this Code.

Access Persons are, for the purpose of this Code, all employees of a Covered Company, including:

	1.		all employees of a Covered Company who may have access to or are able to obtain access to non-public investment information as it relates to any purchase or sale of securities for the Accounts or any portfolio holdings of the Accounts or any Reportable Fund; or

	2.		all employees of a Covered Company who are involved in making securities recommendations for the Accounts or who have access to such recommendations that are non-public; or

	3.		any employee of a Covered Company 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 Accounts; or

	4.		directors and officers of a Covered Company; or

	5.		anyone else designated in writing by the CCO or the Code of Ethics Compliance Officer.

1.5 Your Duty of Loyalty

You have a duty of loyalty to our clients. That means you always need to act in our clients’ best interests.

You must never do anything that allows (or even appears to allow) you to inappropriately benefit from your relationships with the Accounts.

You cannot engage in activities such as self-dealing and must disclose all conflicts of interest between the interests of our clients and your personal interests to the Compliance Department.



April 2010		Code of Ethics

Wells Capital Management, Inc.

1.6 Your Standard of Business Conduct

You must always observe the highest standards of business conduct and follow all applicable laws and regulations.

You may never:

	•		use any device, scheme or artifice to defraud a client;

	•		make any untrue statement of a material fact to a client or mislead a client by omitting to state a material fact;

	•		engage in any act, practice or course of business that would defraud or deceive a client;

	•		engage in any manipulative practice with respect to a client,

	•		engage in any inappropriate trading practices, including price manipulation; or

	•		engage in any transaction that may give the appearance of impropriety.

1.7 Exceptions to the Code

The CCO is responsible for enforcing the Code. The CCO (or his or her designee for any exceptions sought by the CCO) may grant certain exceptions to the Code in compliance with applicable law, provided any requests and any approvals granted must be submitted and obtained, respectively, in advance and in writing. The CCO or designee may refuse to authorize any request for exception under the Code and is not required to furnish any explanation for the refusal.



April 2010		Code of Ethics

Wells Capital Management, Inc.

2. Personal Securities Transactions

2.1 Avoid Conflicts of Interest

When engaging in Personal Securities Transactions, there might be conflicts between the interests of a client and your personal interests. Any conflicts that arise in such Personal Securities Transactions must be resolved in a manner that does not inappropriately benefit you or adversely affect our clients. You shall always place the financial and business interests of the Covered Companies and our clients before your own personal financial and business interests.

Examples of inappropriate resolutions of conflicts are:

	•		Taking an investment opportunity away from an Account to benefit a portfolio of which you have Beneficial Ownership;

	•		Using your position to take advantage of available investments;

	•		Shadowing an Account by duplicating the trades of an Account;

	•		Front running an Account by trading in securities (or equivalent securities) ahead of the Account; and

	•		Taking advantage of information or using Account portfolio assets to affect the market in a way that personally benefits you or a portfolio of which you have Beneficial Ownership.

2.2 Reporting Your Personal Securities Transactions

If you have been designated as an Access Person:

You must report all Personal Securities Accounts, along with the reportable holdings and transactions in those accounts. There are three types of reports: (1) an initial holdings report that we receive when you first become an Access Person, (2) a quarterly transactional report, and (3) an annual holdings report.

You must give each broker-dealer, bank, or fund company where you have a Personal Securities Account a letter to ensure that the Compliance Department is set up to receive all account statements and confirmations from such accounts. ^* The Compliance Department will send the letter on your behalf. Access Persons may open brokerage accounts at any broker-dealer of their choice, however, Access Persons are prohibited from accepting any discounted brokerage rates or any other inducements from broker-dealers that a Covered Company trades with for its clients. All Personal Securities Accounts and holdings of each Personal Securities Account must be input into the Code of Ethics System.

Initial Holdings Report. Within 10 days of becoming an Access Person:

•

You must report all Personal Securities Accounts, including account numbers, and holdings of Securities in those accounts. You must supply us with statements (electronic or paper) and you must input all holdings of Securities in your Personal Securities Accounts into the Code of Ethics System. The information in the statements must be current as of a date no more than 45 days prior to the date of becoming


^*		You should include accounts that have the ability to hold securities even if the account does not do so at the report date.



April 2010		Code of Ethics

Wells Capital Management, Inc.

			an access person.

	•		You must also certify that you have read and will comply with this Code.

	•		You must provide us the report by the business day immediately before the weekend or holiday if the tenth day falls on a weekend or holiday.

Annual Holdings Reports. Within 30 days of each year end:

	•		You must report all Personal Securities Accounts, including account numbers, and holdings of Securities in those accounts. The information in the statements must be current as of a date no more than 45 days prior to when you give us the report. NOTE: Wachovia/Wells Fargo 401(k) plans and your Immediate Family Members’ 401(k) plans must be reported initially and annually as a Personal Securities Accounts, unless no Reportable Funds or Securities are offered in such plans. Statements for 401(k) plans are not required to be provided directly to the Compliance Department; however, you need to report your holdings of Reportable Funds and Securities in such plans annually.

	•		You must also certify that you have read and will comply with this Code.

	•		You must provide us the report by the business day immediately before the weekend or holiday if the thirtieth day falls on a weekend or holiday.

Quarterly Transactions Reports. Within 30 days of calendar quarter end:

	•		You must give us a report showing all Securities trades made in your Personal Securities Accounts during the quarter. You must submit a report even if you didn’t execute any Securities trades. Because the Compliance Department does not receive duplicate account statements for any Wachovia/Wells Fargo 401(k) plan account or from any plan in which your Immediate Family Members have accounts, any trades of Reportable Funds or other Securities outside of any previously reported pre-set allocation must be reported on the quarterly transaction reports or you must manually furnish account statements. In addition, any transactions in employee stock or stock options in which you or your Immediate Family Members engage must be reported on the quarterly transaction reports.

	•		You must inform us of any new Personal Securities Accounts you established during the past quarter.

	•		You must provide us the report by the business day immediately before the weekend or holiday if the thirtieth day falls on a weekend or holiday.



April 2010		Code of Ethics

Wells Capital Management, Inc.

2.3 Reports of the CCO

Any personal Securities holdings and transaction reports required to be filed by a CCO must be submitted to an alternate designee who will fulfill the duties of the CCO with respect to those reports.

2.4 Exceptions to Reporting

You are not required to report any of the following types of transactions:

(1)

Purchases or sales of any of the following types of investments, which are not considered Securities for purposes of this Code:

	•		Direct obligations of the U.S. Government;

	•		Banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

	•		Shares issued by money market mutual funds, whether affiliated or non-affiliated;

	•		Shares issued by open-end investment companies that are not Reportable Funds; and

	•		Transactions in 529 plan accounts, except Edvest and tomorrow’s scholar (“Reportable 529 Plans”).

(2)

Purchases or sales that were done as part of an Automatic Investment Plan (“AIP”).

•

However, you must report your initial pre-set schedule or allocation of an AIP that includes allocations to any Securities, including those made to any 401(k) plan (including to any Reportable Funds). Additionally, if you make a purchase or sale that overrides or changes the pre-set schedule or allocation of the AIP, you must include that transaction in your quarterly transaction report if it is otherwise reportable. Example: Need to report 10% to ABC Fund and 30% to XYZ Fund (allocations to Reportable Funds). If you make a change to these allocation percentages, you must report the new percentages. In addition, if you execute a transaction that is not a transaction of the pre-set schedule of an AIP, then you must report that transaction on the Quarterly Transaction Report.

NOTE: 401(k) plans offered through employers other than Wachovia/Wells Fargo & Co are not required to be reported if no Reportable Fund or other Security is offered as an investment in the plan.



April 2010		Code of Ethics

Wells Capital Management, Inc.

2.5 Summary of What You Need to Report

The table below serves as a handy reference for you to know what types of transactions Access Persons need to report on quarterly transactions reports . If you have questions about any types of Securities not shown below, please contact the Compliance Department by email at the following email address: [coe]@wellsfargo.com.

Do I have to report transactions in the following types of investments?


Corporate debt securities		Yes

Equity securities, including Wells Fargo & Co. stock and employee stock options and other Wells Fargo & Co securities granted as compensation (including Wells Fargo Stock Fund)		Yes*

Reportable Funds see Appendix D for a list of registered funds managed by a Covered Company or its affiliate controlled by Wells Fargo & Co.		Yes

Municipal bonds		Yes

Securities held in discretionary IRA accounts		Yes

Securities purchased through Automatic Investment Plans including reportable Automatic Investments Plans for Immediate Family Members (Reporting requirements for allocations to 401(k) plans and Reportable 529 Plans** apply)*		No ^**

Money Market Mutual Funds (affiliated and non-affiliated)		No

Mutual funds, other than ETFs and iShares, that are not Reportable Funds		No

Exchange Traded Funds and iShares, both open-end and closed-end, and Unit Investment Trusts		Yes

Short-Term Cash Equivalents		No

U.S. Government bonds (direct obligations)		No

U.S. Treasuries/Agencies (direct obligations)		No


*		Because the Compliance Department does not receive duplicate account statements for any employee stock option accounts that you or your Immediate Family Members may have, any Personal Securities Transactions in such employee stock option accounts must be reported on the quarterly transactions report. This means the employee executed transaction, i.e., the sell transaction of the employee stock option that was granted. If you or Immediate Family Members have transactions in Wells Fargo & Co. securities granted as compensation for which account statements are not provided, you may be required to report similar account information from available sources, such as print outs of online screen shots showing the relevant reportable information. Contact the Compliance department for any questions.

**		If you make a purchase or sale of a Security that overrides or changes the pre-set schedule or allocation of the AIP, you must include that transaction in your quarterly transactions reports.

***		For any 401(k) plans, you must also report your initial pre-set schedule or allocation of the AIP that includes allocations to any Securities (including to any Reportable Fund, except for Reportable Funds that are money market mutual funds), and any purchases or sales of any Reportable Fund made outside of your preset allocation.

NOTE:		401(k) plans offered through employers other than Wells Fargo & Co are not required to be reported if no Reportable Fund or other Security is offered as an investment in the plan.

****		For transactions in Reportable 529 Plans, you must report your initial pre-set schedule or allocation of the AIP and any purchases or sales of the Reportable 529 Plan’s units outside of your preset allocation.



April 2010		Code of Ethics

Wells Capital Management, Inc.

2.6 Your Reports are Kept Confidential

The Covered Companies will use reasonable efforts to ensure that the reports you submit to us under this Code are kept confidential. The reports will be reviewed by members of the Compliance Department and possibly our senior executives or legal counsel. Reports may be provided to Reportable Fund officers and trustees, and will be provided to government authorities upon request or others if required to do so by law or court order.



April 2010		Code of Ethics

3 RESTRICTIONS ON TRADING AND PRE-CLEARANCE REQUIREMENTS

All Access Persons must pre-clear all Security trades and comply with the trading restrictions described here, as applicable.

Wells Capital Management, Inc.

3.1 Trading Restrictions

All Access Persons must comply with the following trading restrictions:

(1) 60-Day Holding Period for Reportable Fund Shares (open-end and closed-end)

You are required to hold shares you purchase of the Reportable Funds for 60 days. You are NOT required to comply with the 60 day Holding Period for the Ultra Short-Term Income Fund, the Ultra Short-Term Municipal Income, the Ultra Short Duration Bond Fund and the money market funds . This restriction applies without regard to tax lot considerations. You will need to hold the shares from the date of your most recent purchase for 60 days. If you need to sell Reportable Fund shares before the 60-day holding period has passed, you must obtain advance written approval from the CCO or the Code of Ethics Compliance Officer. The 60-day holding period does not apply to transactions pursuant to Automatic Investment Plans.

(2) Restricted Investments

You may not purchase shares in an Initial Public Offering. You must get written approval from the CCO or Code of Ethics Compliance Officer before you sell shares that you acquired in an IPO prior to starting work for us.

You may, subject to pre-clearance requirements, purchase shares in a Private Placement as long as you will hold less than a 10% interest in the issuer or are otherwise permitted under the Policy on Directorships and Other Outside Employment as outlined in the Wells Fargo & Co. Team Member Code of Ethics and Business Conduct . Private Placements must be pre-approved by the Chief Compliance Officer and Chief Equity Officer. Documentation for all approved Private Placements will be kept on file by the Code of Ethics Compliance Officer.

NOTE: Private Placements issued by a client are prohibited.

In addition, as set forth in Section 4.3, we remind you that you must comply with the policies outlined in the Wells Fargo Team Member Code of Ethics and Business Conduct which imposes certain restrictions on your ability to trade in Wells Fargo & Company stock and employee stock options. Section V.D.2 of the Wells Fargo Team Member Code of Ethics and Business Conduct states, “You may not invest or engage in derivative or hedging transactions involving securities issued by Wells Fargo & Company, including but not limited to options contracts (other than employee stock options), puts, calls, short sales, futures contracts, or other similar transactions regardless of whether you have material inside information.”

You may not participate in a tender offer made by a closed-end Evergreen or Wells Fargo Advantage Fund under the terms of which the number of shares to be purchased is limited to less than all of the outstanding shares of such closed-end Evergreen or Wells Fargo Advantage Fund.



April 2010		Code of Ethics

Wells Capital Management, Inc.

No team member may purchase or sell shares of any closed-end Evergreen or Wells Fargo Advantage Fund within 60 days of the later of (i) the initial closing of the issuance of shares of such fund or (ii) the final closing of the issuance of shares in connection with an overallotment option. You may purchase or sell shares of closed-end Evergreen or Wells Fargo Advantage Funds only during the 10-day period following the release of portfolio holdings information to the public for such fund, which typically occurs on or about the 15th day following the end of each calendar quarter. Certain team members, who shall be notified by the Legal Department, are required to make filings with the Securities and Exchange Commission in connection with purchases and sales of shares of closed-end Evergreen or Wells Fargo Advantage Funds, and may be required to hold their shares of such funds for longer periods of time and will be subject to potential short-swing profit disgorgement, including in civil litigation, and public disclosure of non-compliance with applicable law.

You may not participate in the activities of an Investment Club without prior approval from the CCO or the Code of Ethics Compliance Officer. If applicable, trades for an Investment Club would need to be pre-cleared.

(3) You May Not Execute Your Own Personal Transactions

Team members may never execute or process through Wells Fargo & Co’s direct access software (TA2000 or any other similar software):

(a) your own personal transactions,

(b) transactions for Immediate Family Members, or

(c) transactions for accounts of other persons for which you or your Immediate Family Member have been given investment discretion. This provision does not exclude you from trading directly with a broker/dealer or using a broker/dealer’s software. The foregoing also does not prohibit you from executing or processing transactions in Wells Fargo & Co. securities granted to you as compensation through an online program designated by Wells Fargo & Co. for such purpose.

(4) You must not Attempt to Manipulate the Market

You must not execute any transactions intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading.



April 2010		Code of Ethics

Wells Capital Management, Inc.

3.2 Pre-Clearance Requirements

Access Persons must pre-clear with the Compliance Department all Personal Securities Transactions, except as set forth below.

Access Persons are not required to pre-clear any of the following types of transactions:

Exceptions from the Pre-Clearance Requirements


Mutual Funds, including open-end Reportable Funds (pre-clearance may be required in certain situations—see Note)		Securities issued by any open-end investment company, including open-end Reportable Funds. Note : Open-end Reportable Funds do not have to be pre-cleared; however transactions in open-end Reportable Funds must be reported (subject to any applicable exceptions) quarterly on the Quarterly Transactions Report. Further, transactions in open-end Reportable Funds are still subject to the 60 day holding period.

No Knowledge		Personal Securities Transactions that take place without your knowledge or the knowledge of your Immediate Family Members and that are (i) effected for you by a trustee of a blind trust, (ii) discretionary trades involving an investment partnership or managed account, (iii) a margin call in which you are neither consulted nor advised of the trade before it is executed, or (iv) the assignment of an option.

Certain Corporate Actions		Any acquisition or disposition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions which are generally applicable to all holders of the same class of securities. Odd-lot tender offers are also exempt but all other tender offers must be pre-cleared. All of the foregoing transactions are subject to transaction reporting provisions of the Code.

Underlying Securities Through Exercise of Rights		Any acquisition or disposition of securities through the exercise of rights, options (including Wells Fargo & Co employee stock options), convertible bonds, or other instruments acquired in compliance with this Code.

Wells Fargo & Co. Securities Acquired as Employee Compensation		Any acquisition of employee stock options, shares of common stock as part of 401(k) plan matching or other types of securities of Wells Fargo & Co obtained through participation in employee stock option plan or other similar plan granted to the team member as part of his or her employment.

Municipal Bonds		Any municipal bond rated A or higher by a national rating agency.



April 2010		Code of Ethics

Wells Capital Management, Inc.

Exceptions from the Pre-Clearance Requirements


Commodities, Futures, Options on Futures, or option on Indices		Acquisitions and dispositions of commodities, futures (including currency futures), options on futures, options on currencies, and options on indices are NOT subject to pre-clearance or the fifteen-day blackout described below in section 3.3, the ban on short-term trading (60-day profit disgorgement) and other prohibited transaction provisions of the Code, but are subject to transaction reporting provisions of the Code.

		NOTE : Options on Securities . All acquisitions and dispositions of options on securities ARE subject to pre-clearance, fifteen-day blackout, the ban on short-term trading (60-day profit disgorgement; in other words, settlement date of an option must be at least 60 days out), prohibited transaction provisions, and transaction reporting provisions of the Code.

Transferring of Securities		Transferring a security to or from a Personal Securities Account; however, these transactions are subject to transaction reporting requirements. Transferring from a Personal Security Account to an account other than a Personal Security Account requires pre-clearance.

Managed Accounts		Transactions occurring within Managed Accounts do not require pre-clearance of trades or quarterly reporting. However, duplicate statements must be sent to Compliance and a copy of the investment management agreement must be sent to the Code Administrator.

Exchange Traded Funds (ETFs)		Exchange Traded Funds and iShares, both open-end and closed-end, and Unit Investment Trusts. Note: Transactions in these securities are reportable on the Quarterly Transaction Report.



April 2010		Code of Ethics

Wells Capital Management, Inc.

Exceptions from the Pre-Clearance Requirements


Miscellaneous		Any transaction involving the following:

		• bankers acceptances;

		• bank certificates of deposit (CDs);

		• commercial paper;

		• high quality short-term debt instruments, including repurchase agreements;

		• direct obligations of the U.S. Government;

		• the acquisition of equity securities in dividend reinvestment plans (DRIPs); however, these transactions are subject to transaction reporting provisions of the Code;

		• securities of the employer of your Immediate Family Member if such securities are beneficially owned through participation by the Immediate Family Member in a profit sharing plan, 401(k) plan, employee stock option plan or other similar plan; however, any transaction that is not made pursuant to a pre-set schedule or allocation or overrides a pre-set schedule or allocation must be included in a quarterly transaction report (this exception does not exempt transactions involving securities in such a plan when the issuer is not the employer of your Immediate Family Member)

		• interests in 529 plans; however, any transaction in a Reportable 529 Plan that is not made pursuant to a pre-set schedule or allocation or overrides a pre-set schedule or allocation must be included in a quarterly transaction report; and

		• other Securities as the Code of Ethics Compliance Department designates from time to time in writing on the grounds that the risk of abuse is minimal or non-existent.

Excessive Trading for Personal Securities Accounts is strongly discouraged and Personal Securities Accounts may be monitored for Excessive Trading activity and reported to management. Additional restrictions may be imposed by the Compliance Department if Excessive Trading is noted for a Personal Securities Account.



April 2010		Code of Ethics

Wells Capital Management, Inc.

How to Pre-Clear Your Securities Transactions

If you have been designated as an Access Person, you must follow the steps below to pre-clear your trades:

(1) Remember!

If you need to pre-clear a transaction, don’t place an order until you receive written approval to make the trade.

(1)

Request Authorization . Authorization for a transaction that requires pre-clearance must be entered using the Code of Ethics System. Email requests will only be accepted for those employees who are on formal leave of absence or on PTO. When submitting a request, the following information must be given:

	•		Security Name and Ticker or Cusip

	•		Amount to be traded

	•		Brokerage name and Account Number

	•		Transaction Type (Buy, Sell, Short)

	•		Type of Security (Bond, Option, Common Stock)

	•		Price

			A CCO must submit any of his/her proposed Personal Securities Transactions that require pre-clearance to the Chief Legal Officer. Also, no member of the Compliance Department is able to authorize their own transactions.

			You may only request pre-clearance for market orders or same day limit orders.

	(2)		Have Your Request Reviewed and Approved . After receiving the electronic request the Code of Ethics system will notify you if your trade has been approved or denied. If a trade request for pre-clearance came from an email, the approval or denial will be reported back using the same method of the request.

	(3)		Trading in Foreign Markets . Request for pre-clearance in foreign markets that have already closed for the day may be given approval to trade for the following day because of time considerations. Approval will only be good for that following business day in that local foreign market.



April 2010		Code of Ethics

Wells Capital Management, Inc.

3.3 Prohibited Transactions

As Access Persons, you are prohibited from engaging in any of the following Personal Securities Transactions. If any of these transactions would normally require pre-clearance, the CCO or Code of Ethics Compliance Officer will only authorize the trades under exceptional circumstances:

	•		Trading when there are pending buy or sell orders for an Account . You can not purchase or sell securities on any day during which an Account has a pending “buy” or “sell” order in for the same security (or equivalent security) of which the Compliance Department is aware until that order is withdrawn.

	•		Transactions within the fifteen-day blackout. There is a “fifteen-day blackout” on purchases or sales of securities bought or sold by an Account. That means that you may not buy or sell a security (or equivalent security) during the seven-day periods immediately preceding and immediately following the date that the Account trades in the security (“blackout security”). During the blackout period, activity will be monitored by the Code of Ethics Compliance Officer or the CCO and any Personal Securities Transactions during a blackout window will be evaluated and investigated based on each situation. Penalties may range from no action in cases where there was no knowledge of portfolio trading activity to potential disgorgement of profits or payment of avoided losses (see Section 6 for Code violations and penalties). During a blackout period, purchases of a blackout security may be subject to mandatory divestment. Similarly, during a blackout period, sales of a blackout security may be subject to mandatory repurchase. In the case of a purchase and subsequent mandatory divestment at a higher price, any profits derived upon divestment may be subject to disgorgement; disgorged profits will be donated to your charity of choice. In the case of a sale and subsequent mandatory repurchase at a lower price, you may be required to make up any avoided losses, as measured by the difference between the repurchase price and the price at which you sold the security; such avoided losses will be donated to your charity of choice.

	•		For example, if an Account trades in a blackout security on July 7, July 15 (the eighth day following the trade date) would be the first day you may engage in a Personal Securities Transaction involving that security, and any purchases and sales in the blackout security made on or after June 30 through July 14 could be subject to divestment or repurchase. Purchases and sales in the security made on or before June 29 (the eighth day before the trade date) would not be within the blackout period.

	•		The CCO or Code of Ethics Compliance Officer may approve additional exceptions to the blackout window.



April 2010		Code of Ethics

Wells Capital Management, Inc.

•

Intention to Buy or Sell for Accounts . You are prohibited from buying or selling securities when you intend, or know of another’s intention, to purchase or sell that security (or an equivalent security) for an Account. This prohibition applies whether the Personal Securities Transaction is in the same direction ( e.g ., two purchases or two sales) or the opposite direction ( e.g., a purchase and sale) as the transaction for the Account.

NOTE: There is a de minimis exception to the above three restrictions — Access Persons may purchase and sell S&P 500 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 S&P 500 Securities must be pre-cleared.

•

Investment personnel are prohibited from personally trading in securities issued by publicly-traded companies they are covering, researching or recommending for Covered Company advisory accounts until compliance determines the potential conflicts of interest have been resolved.

3.4 Ban on Short-Term Trading Profits

There is a ban on short-term trading profits for Access Persons. Access Persons are not permitted to buy and sell, or sell and buy, the same security (or equivalent security) within 60 calendar days and make a profit; this will be considered short-term trading. Trading in securities of Wells Fargo Stock or Wells Fargo Stock Fund (including 401(K) and ESOP accounts) are excluded from this restriction.

	•		This prohibition applies without regard to tax lot.

	•		Short sales are subject to the 60 profit ban.

	•		If you make a profit on an involuntary call of an option that you wrote, those profits are excluded from this ban; however, you cannot buy and sell options within 60 calendar days resulting in profits. Settlement/expiration date on the opening option transaction must be at least 60 days out.

	•		Sales or purchases made at the original purchase or sale price or at a loss are not prohibited during the 60 calendar day profit holding period.

You may be required to disgorge any profits you make from any sale before the 60-day period expires. In counting the 60 calendar days, multiple transactions in the same security (or equivalent security) will be counted in such a manner as to produce the shortest time period between transactions.

Although certain transactions may be deemed de minimis ( i.e., the exceptions noted in Section 3.3), they are still subject to the ban on short-term trading profits and are required to be input into the Code of Ethics system. The ban on short-term trading profits does not apply to transactions that involve:



April 2010		Code of Ethics

Wells Capital Management, Inc.

	(i)		same-day sales of securities acquired through the exercise of employee stock options or other Wells Fargo & Co. securities granted to you as compensation or through the delivery (constructive or otherwise) of previously owned employer stock to pay the exercise price and tax withholding;

	(ii)		Any transactions of Wells Fargo Stock , ESOPs or Wells Fargo Stock Fund in any reportable account

	(iii)		commodities, futures (including currency futures), options on futures and options on currencies.

	(iv)		purchases or sales that were done as part of an Automatic Investment Plan (“AIP”). However, any purchases or sales outside the pre-set schedule or allocation of the AIP, or other changes to the pre-set schedule or allocation of the AIP, within a 60-day period, are subject to the 60-day ban on short term profit. A purchase or sale that is NOT part of an AIP must be reported on the Quarterly Transaction Report.

The CCO or the Code of Ethics Compliance Officer may approve additional exceptions to the ban on short-term trading profits. Any additional exceptions require advance written approval.

3.5 CCO’s Approval of Your Transactions

Your Request May be Refused. The CCO or the Code of Ethics Compliance Officer may refuse to authorize your Personal Securities Transaction and need not give you an explanation for the refusal. Some reasons for refusing your securities transactions are confidential.

Authorizations Expire. Any transaction approved by the CCO or the Compliance Department is effective until the close of business of the same trading day for which the authorization is granted (unless the CCO or Code of Ethics Compliance Officer revokes that authorization earlier). The CCO or the Code of Ethics Compliance Officer may indicate another date when the authorization expires. If the order for the transaction is not executed within that period, you must obtain a new advance authorization before placing your trade.



April 2010		Code of Ethics

Wells Capital Management, Inc.

4 . Trading on Insider Information

The law requires us to have and enforce written policies and procedures to prevent you from misusing material, non-public information. We do this by:

	•		limiting your access to files likely to contain non-public information,

	•		restricting or monitoring your trades, including trades in securities about which you might have non-public information, and

	•		providing you continuing education programs about insider trading.

You are subject to all requirements of the Wells Fargo Team Member Code of Ethics and Business Conduct set forth under the heading “Avoid Conflicts of Interest—Insider Trading” in Section V.C of Appendix A thereof, as the same may be amended from time to time. A copy of this policy is available on the Wells Fargo & Co website at: https://www.wellsfargo.com/downloads/pdf/about/team_member_code_of_ethics.pdf

4.1 What is Insider Trading?

WARNING!

Insider trading is illegal. You could go to prison or be forced to pay a large fine for participating in insider trading. We could also be fined for your actions.

Insider trading is generally defined as occurring when a person has possession of material, non-public information about an issuer and engages in a securities transaction involving securities issued by the issuer, or discloses the information to others who then trade in the issuer’s securities.

Information is considered material if there is a substantial likelihood that a reasonable investor would consider it important in deciding how to act. Information is considered non-public when it has not been made available to investors generally. Information becomes public once it is publicly disseminated. Limited disclosure does not make the information public (for example, if an insider makes information available to a select group of individuals, it is not public). Examples of illegal and prohibited insider trading and related activity include, but are not limited to, the following:

	•		*Tipping* of material, non-public information is illegal and prohibited. You are tipping when you give non-public information about an issuer to someone else who then trades in securities of the issuer.

	•		*Front running* is illegal and prohibited. You are front running if you trade ahead of an Account order in the same or equivalent security (such as options) in order to make a profit or avoid a loss.

	•		*Scalping* is illegal and prohibited. You are scalping when you purchase or sell a security (or an equivalent security) for your own account before you recommend/buy or recommend/sell that security or equivalent for an Account.

See the discussion under the heading “Avoid Conflicts of Interest—Insider Trading” in Section V.C of Appendix A of the Wells Fargo Team Member Code of Ethics and Business Conduct for further detail.



April 2010		Code of Ethics

Wells Capital Management, Inc.

4.2 Using Non-Public Information about an Account or our Advisory Activities

You may not:

	•		Share with any other person (unless you are permitted or required by law, it’s necessary to carry out your duties and appropriate confidentiality protections are in place, as necessary) any non-public information about an Account , including, without limitation: (a) any securities holdings or transactions of an Account; (b) any securities recommendation made to an Account; (c) any securities transaction (or transaction under consideration) by an Account, including information about actual or contemplated investment decisions; (d) any changes to portfolio management teams of Reportable Funds; and (e) any information about planned mergers or liquidations of Reportable Funds.

	•		Use any non-public information regarding an Account in any way that might compete with, or be contrary to, the interest of such Account.

	•		Use any non-public information regarding an Account in any way for personal gain.

4.3 Wells Fargo & Company Securities

You are prohibited from engaging in any transaction in Wells Fargo & Co securities that is not in compliance with applicable requirements of the Wells Fargo Team Member Code of Ethics and Business Conduct set forth under the heading “Avoid Conflicts of Interest—Personal Trading and Investment—Derivative and Hedging Transactions in Securities Issued by Wells Fargo” in Section V.D.2 thereof, as the same may be amended from time to time. A copy of this policy is available on the Wells Fargo & Company website at: https://www.wellsfargo.com/downloads/pdf/about/team_member_code_of_ethics.pdf .



April 2010		Code of Ethics

Wells Capital Management, Inc.

5. Gifts, Directorships and Other Outside Employment

5.1 Gifts

We generally follow the Wells Fargo & Company policy regarding receiving gifts and activities with customers as vendors, as generally set forth in the Wells Fargo Team Member Code of Ethics and Business Conduct , although we have made some changes to that policy, making it more restrictive in some instances . Please read and follow the version set forth in Appendix D. See Appendix C.

5.2 Directorships and Other Outside Employment

We follow the Wells Fargo & Co policy regarding holding directorship positions and other outside employment. Please read and follow the Wells Fargo Team Member Code of Ethics and Business Conduct for requirements regarding directorships. However, if you receive an approval to participate in outside business or employment activities, your participation must be redisclosed annually when you certify to the Code and reapproved at any time there is a change in relevant facts upon which the original approval was granted.

5.3 Political Contributions

We follow the Wells Fargo Team Member Code of Ethics and Business Conduct regarding political contributions. Individual political contributions are not restricted; however, Access Persons must take care to ensure that any contribution made is on the behalf of the individual and not on behalf of a Covered Company or Wells Fargo & Co. Care must also be taken to avoid a conflict of interest or the appearance of one when a personal contribution is made to candidates who are in a position to give business or referrals.



April 2010		Code of Ethics

Wells Capital Management, Inc.

6. Code Violations

6.1 Investigating Code Violations

The CCO is responsible for enforcing the Code. The CCO or his or her designee is responsible for investigating any suspected violation of the Code and if the CCO selects a designee, the designee will report the results of each investigation to the CCO. This includes not only instances of violations against the letter of the Code, but also any instances that may give the appearance of impropriety. The CCO is responsible for reviewing the results of any investigation of any reported or suspected violation of the Code in coordination with the designee. Any confirmed violation of the Code will be reported to your supervisor immediately.

6.2 Penalties

The CCO is responsible for deciding whether an offense is minor, substantive or serious. In determining the seriousness of a violation of this Code of Ethics, the following factors, among others, may be considered:

	•		the degree of willfulness of the violation;

	•		the severity of the violation;

	•		the extent, if any, to which a team member profited or benefited from the violation;

	•		the adverse effect, if any, of the violation on a Covered Company or an Account; and

	•		any history of prior violation of the Code.

Note: For purposes of imposing sanctions, violations generally will be counted on a rolling twelve (12) month period. However, the CCO or senior management reserves the right to impose a more severe sanction/penalty depending on the severity of the violation and/or taking into consideration violations dating back more than twelve months.

Any serious offenses as described below will be reported immediately to the Chief Compliance Officer. All minor offenses and substantive offenses will be reported to the Chief Compliance Offier monthly. Penalties will be imposed as follows:

Minor Offenses :

	•		First minor offense — Oral warning;

	•		Second minor offense — Written notice;

	•		Third minor offense — $250 fine to be donated to your charity of choice ^* .


		^* All fines will be made payable to your charity of choice (reasonably acceptable to Wells Capital) and turned over to us and we will mail the donation check (cashiers or bank check only) on your behalf.



April 2010		Code of Ethics

Wells Capital Management, Inc.

Minor offenses include, but are not limited to, the following: failure to submit quarterly transaction reports, failure to submit signed acknowledgments of Code forms and certifications, excessive ( i.e., more than 3) late submissions of such documents and, conflicting pre-clear request dates versus actual trade dates.

Substantive Offenses:

	•		First substantive offense — Written notice;

	•		Second substantive offense — $250 fine to be donated to your charity of choice ^* ;

	•		Third substantive offense — $1,000 fine or disgorgement of profits (whichever is greater) to be donated to your charity of choice ^* and/or termination of employment and/or referral to authorities.

Substantive offenses include, but are not limited to, the following: unauthorized purchase/sale of restricted investments as outlined in this Code, violations of short-term trading for profit (60-day rule), failure to request trade pre-clearance, failure to timely report a reportable brokerage account and violations of the fifteen-day blackout period.

Serious Offenses:

Trading with inside information, “front running” and “scalping” are each considered a “serious offense.” We will take appropriate steps, which may include termination of employment and/or referral to governmental authorities for prosecution. The Wells Fargo Advantage Funds’ Board and the Evergreen Funds’ Board of Trustees will be informed immediately of any serious offenses.

We may deviate from the penalties listed in the Code where the CCO and/or senior management determines that a more or less severe penalty is appropriate based on the specific circumstances of that case. For example, a first substantive offense may warrant a more severe penalty if it follows two minor offenses. 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 penalties listed in this Section 6.2 are in addition to disgorgement or other penalties imposed by other provisions of this Code.

6.3 Dismissal and/or Referral to Authorities

Repeated violations or a flagrant violation of the Code may result in immediate dismissal from employment. In addition, the CCO and/or senior management may determine that a single flagrant violation of the law, such as insider trading, will result in immediate dismissal and referral to authorities.

6.4 Your Obligation to Report Violations

You must report any violations or suspected violations of the Code to the CCO or to a member of the Code of Ethics Compliance Department. Your reports will be treated confidentially and will be investigated promptly and appropriately. Violations include:

	•		non-compliance with applicable laws, rules, and regulations;

	•		fraud or illegal acts involving any aspect of our business;



April 2010		Code of Ethics

Wells Capital Management, Inc.

•

material misstatements in reports;

^* All fines will be made payable to your charity of choice (reasonably acceptable to Wells Capital) and turned over to us and we will mail the donation check (cashiers or bank check only) on your behalf.

	•		any activity that is specifically prohibited by the Code; and

	•		deviations from required controls and procedures that safeguard clients and us.



April 2010		Code of Ethics

Appendix A
Definitions

General Note:

The definitions and terms used in the Code are intended to mean the same as they do under the 1940 Act and the other Federal Securities Laws. If a definition hereunder conflicts with the definition in the 1940 Act or other Federal Securities Laws, or if a term used in the Code is not defined, you should follow the definitions and meanings in the 1940 Act or other Federal Securities Laws, as applicable.


Accounts		Accounts of investment advisory clients of Covered Companies, including but not limited to registered and unregistered investment companies and Managed Accounts.

Automatic Investment Plan		A program that allows a person to purchase or sell securities, automatically and on a regular basis, with any further action by the person. May be part of a SIP (systematic investment plan), SWP (systematic withdrawal plan), SPP (stock purchase plan), DRIP (dividend reinvestment plan), or employer-sponsored plan.

Beneficial Owner (Ownership)		You are the “beneficial owner” of any securities in which you have a direct or indirect financial or “pecuniary” interest, whether or not you have the power to buy and sell, or to vote, the securities.

		In addition, you are the “beneficial owner” of securities in which an Immediate Family Member has a direct or indirect financial or pecuniary interest, whether or not you or the Immediate Family Member has the power to buy and sell, or to vote, the securities. For example, you have Beneficial Ownership of securities in trusts of which Immediate Family Members are beneficiaries.


		You are also the “beneficial owner” of securities in any account, including but not limited to those of relatives, friends and entities in which you have a non-controlling interest, over which you exercise investment discretion. Such accounts do not include accounts you manage on behalf of a Covered Company or any other affiliate of Wells Fargo & Co.


Control		The power to exercise a controlling influence over the management or policies of a company, unless the power is solely the result of an official position with such company. Owning 25% or more of a company’s outstanding voting securities is presumed to give you control over the company. (See Section 2(a)(9) of the 1940 Act for a complete definition.)

Covered Company		Includes Wells Fargo Capital Management, LLC.

Equivalent Security		Any security issued by the same entity as the issuer of a subject security that is convertible into the equity security of the issuer. Examples include, but are not limited to, options, rights, stock appreciation rights, warrants and convertible bonds.



Appendix A		Definitions


Excessive Trading		A high number of transactions during any month could be considered Excessive Trading. Compliance will report any Excessive Trading to management.

Federal Securities Laws		The Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a—mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Biley Act (Pub. L. No. 100-102, 113 Stat. 1338 (1999)), any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311-5314; 5316-5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

Financial or Pecuniary Interest		The opportunity for you or your Immediate Family Member, directly or indirectly, to profit or share in any profit derived from a securities transaction. You or your Immediate Family Member may have a financial interest in:

		• Your accounts or the accounts of Immediate Family Members;

		• A partnership or limited liability company, if you or an Immediate Family Member is a general partner or a managing member;

		• A corporation or similar business entity, if you or an Immediate Family Member has or shares investment control; or

		• A trust, if you or an Immediate Family Member is a beneficiary.


High quality short-term debt instrument		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 such as Moody’s Investors Service.

Immediate Family Member		Any of the following persons who reside in the same household with you:


• spouse	• grandparent	• mother-in-law
• domestic partner	• grandchild	• father-in-law
• parent	• brother	• daughter-in-law
• stepparent	• sister	• son-in-law
• child (including adopted)		• sister-in-law
• stepchild		• brother-in-law


		Immediate Family Member also includes any other relationship that the CCO determines could lead to possible conflicts of interest, diversions of corporate opportunity, or appearances of impropriety.



Appendix A		Definitions


Investment Club		An investment club is a group of people who pool their money to make investments. Usually, investment clubs are organized as partnerships and, after the members study different investments, the group decides to buy or sell based on a majority vote of the members. Club meetings may be educational and each member may actively participate in investment decisions.

IPO		An initial public offering, or the first sale of a company’s securities to public investors. Specifically it is an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

Large Capitalization Security		A security whose issuer has an equity market capitalization of more than $5 billion.

Managed Account		Any account for which the holder gives, in writing, his/her broker or someone else the authority to buy and sell securities, either absolutely or subject to certain restrictions. In other words, the holder gives up the right to decide what securities are bought or sold for the account.

Non-Public Information		Any information that is not generally available to the general public in widely disseminated media reports, SEC filings, public reports, prospectuses, or similar publications or sources.

Personal Securities Account		Any holding of Securities of which you have Beneficial Ownership, other than a holding of Securities previously approved in writing by the Code of Ethics Compliance Officer over which you have no direct influence or Control. A Personal Securities Account is not limited to securities accounts maintained at brokerage firms, but also includes holdings of Securities owned directly by you or an Immediate Family Member or held through a retirement plan of Wachovia, Wells Fargo & Co. or any other employer.

Personal Securities Transaction		A purchase or sale of a Security, of which you have or acquire Beneficial Ownership.

Private Placement		An offering that is exempt from registration under section 4(2) or 4(6) of the Securities Act of 1933, as amended, or Rule 504, Rule 505 or Rule 506 thereunder.

Purchase or Sale of a Security		Includes, among other things, gifting or the writing of an option to purchase or sell a security.

Reportable 529 Plan		Edvest and tomorrow’s scholar. See Section 2.4(1).

Reportable Fund		Reportable Fund means (i) any investment company registered under the Investment Company Act of 1940, as amended, for which a Covered Company serves as an investment adviser as defined in Section 2(a)(20) of that Act, or (ii) any investment company registered under the Investment Company Act of 1940, as amended, whose investment adviser or principal underwriter controls a Covered Company, is controlled by a Covered Company, or is under common control with a



Appendix A		Definitions


		Covered Company; provided, however, that Reportable Fund shall not include an investment company that holds itself out as a money market fund. For purposes of this definition, “control” has the same meaning as it does in Section 2(a)(9) of the Investment Company Act of 1940, as amended. A list of all Reportable Funds shall be maintained and made available for reference under “Reportable Funds” under the “Code of Ethics” tab in the Compliance Department InvestNet web page.

Security/Securities		As defined under Section 2(a)(36) of the 1940 Act or Section 202(a)(18) of the Advisers Act, except that it 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; shares issued by affiliated or unaffiliated money market mutual funds; or shares issued by open-end investment companies other than the Reportable Funds.



Appendix A		Definitions

Appendix B

Relevant Compliance Department Staff List**

Please consult the intranet website for a current list of compliance staff designated to monitoring the Code of Ethics.



Appendix B		Compliance Department Staff List

Appendix C

Policy on Gifts and Activities with Customers or Vendors

You and your family members must not accept gifts from or participate in activities with (including services, discounts, entertainment, travel or promotional materials) an actual or potential customer or vendor or from business or professional people to whom you do or may refer business unless the gift or activity was in accordance with accepted, lawful business practices and is of sufficiently limited value that no possible inference can be drawn that the gift or activity could influence you in the performance of your duties for Wells Fargo. It is unlawful for you to corruptly seek or accept anything of value from any person, intending to be influenced or rewarded in connection with any business or transaction of Wells Fargo. This rule applies to all team members, including, but not limited to, those involved in recommending or making decisions related to:

	•		Pricing of products sold by the company

	•		Extension of credit, or

	•		Purchase of goods or services from outside vendors

1.		Money — Money (cash, check, money order, electronic funds, Visa or similar gifts cards, or any type of gift that can be exchanged for or deposited as cash) must never be accepted or given.

2.		Giving Gifts — Team members who wish to give gifts to vendors, customers or officials, or who are asked to authorize such gifts, must follow standard expense authorization procedures.

Gifts valued at more than $200 to a current or potential customer within any calendar year must be approved, in writing, by your Code of Ethics Compliance Department.

Gifts of tickets to sporting or other entertainment events to current or potential customers and guests with an aggregate value of more than $300 per customer or vendor per year must be approved, in writing, by your Code of Ethics Compliance Department.

Team members who wish to give personal gifts to other team members must follow the general guideline that the gift be made in accordance with accepted business practices and is of sufficiently limited value that the gift could not influence the giver or the receiver in the performance of their duties for Wells Fargo, nor create actual or perceived pressure to reciprocate.

Accepting Gifts — Unless approved, in writing, by your Code of Ethics Compliance Department, you may not accept gifts, gift cards or gift certificates worth more than $200 from a current or potential customer, vendor or their agent within any calendar year. However, the following items are not subject to the $200 limit:

	•		Gifts based on obvious family or personal relationship when it is clear that the relationship, and not the company’s business, is the basis for the gift;

	•		Discounts or rebates on merchandise or services from an actual or potential customer or vendor if they are comparable to and do not exceed the discount or rebate generally given by the customer or vendor to others;

	•		Awards from civic, charitable, educational or religious organizations for recognition of service and accomplishment; or

	•		Gifts of tickets to sporting or other entertainment events, provided the aggregate value to you and your guests is not more than $300 per customer or vendor per year.

Activities with Customers or Vendors — Activities with existing or potential customers or vendors that are paid for by them (including meals, winning door prizes, sporting events and other entertainment, as well as trips to customer and vendor sites, exhibits and other activities) may be accepted only if the activity is a customary, accepted and lawful business practice and is of sufficiently limited value that no possible



Appendix C		Policy on Receiving Gifts

inference can be drawn that participating in the activity could influence you in the performance of your duties for Wells Fargo.

If you have any doubt about the propriety of participating in an activity offered by a customer or a vendor you should consult with your supervisor and Code of Ethics Compliance Department before accepting the offer. If the activity includes travel paid for by a customer or vendor, you must obtain management approval before accepting the trip.

5. Dealings with Government Officials- Team members must comply with U.S. law, including the U.S. Foreign Corrupt Practices Act, and the laws of foreign countries when dealing with domestic and foreign government officials. Under no circumstances may you pay or offer anything of value directly or indirectly, to a government official, including foreign officials, political parties and party officials and candidates for the purpose of improperly influencing an official act or decision, securing an improper advantage, or assisting in obtaining or retraining business or directing business to anyone. In countries in which there is a government involvement in business enterprises, such officials may include employees and manager of local enterprises



Appendix C		Policy on Receiving Gifts

Appendix D

Registered Products

Please consult the WellsCap website for a complete list of mutual funds and closed end funds to
which the Code applies. Please refer to the following website for a current list of Reportable
Funds: [ADD LINK].



Appendix D		Mutual Fund Products

Exhibit (p)(20)

Nuveen Investments Inc.

Including :

Affiliated Entities
Nuveen Closed-End Funds
Nuveen Open-End Funds
Nuveen Defined Portfolios

Code of Ethics and
Reporting Requirements

As Amended

Effective

January 1, 2011

Table of Contents


I. Introduction		Page 4

II. General Principles		Page 5

III. Standards of Business Conduct		Page 5
A. Fiduciary Standards		Page 5
B. Compliance with Laws and Policy		Page 6
C. Conflicts of Interest		Page 6
D. Protection of Confidential Information		Page 6
E. Payments to Government Officials and Political Contributions		Page 7

IV. Reporting and Disclosure Requirements		Page 7
A. Code of Ethics		Page 7
B. Brokerage Accounts		Page 7
C. Holdings		Page 8
D. Transactions		Page 8
1. Quarterly Transaction Reporting		Page 8
2. Transaction Reporting for Funds Advised/Sub-Advised by Nuveen Investments		Page 9
3. Transaction Reporting for Section 16 Officers		Page 9
4. Transaction Reporting for Non-Interested Fund Directors		Page 10
5. Review of Reports		Page 10
E. Outside Directorships and Business Activities		Page 10
F. Gifts and Entertainment		Page 10

V. Access person Personal Securities Transactions		Page 11
A. Preclearance		Page 11
B. Initial Public Offerings		Page 13
C. Limited Offerings		Page 13
D. Limit Orders and Good ‘Til Canceled Orders		Page 13
E. Securities Being Transacted in Nuveen Advised/Sub-Advised Portfolios and/or Client Accounts		Page 13
F. Additional Trading Restrictions for Investments Persons		Page 14
G. Additional Trading Restrictions for All Chicago Based Access Persons and all non-Winslow Minneapolis Based Access Persons in Certain Closed-End Funds and Similarly Pooled Vehicles		Page 15
H. Frequent Trading in Shares of Open-End Funds		Page 15
I. Excessive or Abusive Trading		Page 15
J. Transaction by Section 16 Officers		Page 16
K. Transactions by Non-Interested Directors of Nuveen Funds		Page 16

VI. Insider Trading		Page 17
A. Insider Trading Determination		Page 17
B. Insider Status		Page 17


C. Material Nonpublic Information		Page 17
D. Identifying and Reporting Potential Inside Information		Page 18

VII. Administration and Enforcement		Page 19
A. Approval of the Code		Page 19
B. Reporting to the Nuveen Fund Board		Page 19
C. Violations		Page 19
D. Sanctions for Violations of the Code		Page 19
E. Form ADV Disclosure		Page 20
F. Interpretation of the Code and the Granting of Waivers		Page 20

VIII. Recordkeeping		Page 20

IX. Definitions		Page 21
A. Access Person		Page 21
B. Automatic Investment Plan		Page 21
C. Beneficial Ownership and Pecuniary Interest		Page 21
D. Control		Page 22
E. Domestic Partner		Page 22
F. Fund		Page 22
G. Initial Public Offering		Page 23
H. Investment Person		Page 23
I. Limited Offering		Page 23
J. Non-Interested Director		Page 23
K. Nuveen Fund		Page 23
L. Purchase or Sale of a Security		Page 23
M. PTA		Page 24
N. Reportable Security		Page 24
O. Section 16 Officers		Page 24
P. Security		Page 24
Q. Security Held or to be Acquired by a Nuveen Fund		Page 24

I. Introduction

Nuveen Investments, Inc. (“Nuveen”) has adopted this Code of Ethics (“Code”) in recognition of its fiduciary obligations to clients and in accordance with various provisions of Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. This Code is also adopted by the Nuveen Defined Portfolios and, with respect to the provisions addressing non-interested directors (as defined in Section IX below), by the Nuveen Open-end Funds and Closed-end Funds, pursuant to Rule 17j-1.

Beyond the general parameters of the Code, registered personnel are subject to further requirements as mandated by the Financial Industry Regulatory Authority (“FINRA”). Certain policies and procedures discussed in this document have been designed to help meet those obligations. Additionally, various requirements may be imposed on certain personnel by the National Futures Association (“NFA”) by virtue of their affiliation with Nuveen Commodities Asset Management LLC.

Any reference to Nuveen in this document shall also mean any and all affiliated entity or entities, where applicable. (Refer to Appendix A for a listing of the affiliated entities.) The phrase “portfolio” shall also mean fund, where appropriate.

All Nuveen employees, both full-and part-time, including all Nuveen Fund officers and interested directors and trustees, are considered “access persons.” Also included in this definition are consultants, interns, and temporary and/or contract workers whose assignments are expected to exceed a period of 60 consecutive days and/or whose cumulative assignment is expected to exceed 60 days over a twelve month period. This is not withstanding whether the said individual comes to Nuveen though an entity that has a signed contract, including a confidentiality agreement, with Nuveen. Note that the non-interested directors and trustees are not included in this definition, but where those parties have an obligation under this Code it is specifically mentioned in the document. Note also that wherever the terms “director” or “trustee” are used, both, and/or either, are intended, where applicable.

The purpose of this Code is to demonstrate Nuveen’s commitment to the highest legal and ethical standards and to provide guidance to access persons (as defined in Section IX below) in understanding and fulfilling those responsibilities.

The provisions of the Code are not all-inclusive; rather, they are intended as a guide to access persons in connection with the business of the firm and their personal securities transactions. However, at a minimum, this Code is designed to set forth:

	•		Standards of business conduct intended to reflect Nuveen’s fiduciary obligations as well as those of its access persons, including persons who provide investment advice on behalf of Nuveen and who are subject to Nuveen’s supervision and control;

	•		Provisions requiring access persons to comply with applicable laws, rules, regulations, and policies;

	•		Provisions designed to detect and prevent improper trading;

	•		Provisions requiring access persons to make periodic reports of their personal transactions and holdings, and requiring the review of such reports;

	•		Provisions requiring access persons to report any violations under the Code promptly to the Director of Compliance or other designated person(s); and

	•		Provisions requiring Nuveen to provide each of its access persons with a copy of the Code and any amendments, and requiring access persons to provide a written acknowledgement of receipt.

Each Nuveen affiliate, through its compliance officers, legal officers and/or other designated personnel, shall be responsible for the day-to-day administration of this Code with respect to those access persons under the direct supervision and control of such affiliate.

Note that some affiliates may impose greater restrictions than those described in this Code, and those restrictions have been noted where possible within the document. Also, some persons, by virtue of their position, are subject to greater restrictions than those outlined for general access persons. All questions regarding specific restrictions should be directed to the designated legal or compliance officer. It is each access person’s obligation to understand this Code as well as its requirements and application as they relate to both personal and work related activities.

II. General Principles

This Code is designed to promote the following general principals:

	•		Nuveen and its access persons have a duty at all times to place the interests of clients first;

	•		Access persons must conduct their personal securities transactions in a manner that avoids an actual or potential conflict of interest or any abuse of trust and responsibility;

	•		Access persons may not use knowledge about current or pending client or portfolio transactions for the purpose of personal profit;

	•		Information concerning clients (including former clients) must be kept confidential, including the client’s identity, holdings, and other non-public information;

	•		Independence in the investment decision-making process is paramount; and

	•		Access persons may not give or receive gifts or participate in entertainment beyond the parameters set forth in this Code to avoid even the appearance of favoritism or impropriety.

III. Standards of Business Conduct

A. Fiduciary Standards

As a Nuveen access person, the ability to conduct personal securities transactions is a privilege, not a right. It is Nuveen’s policy to place its clients’ interest first and foremost, and to strive at all times to conduct business in strict accordance with generally acknowledged fiduciary obligations, including the duties of care, loyalty, honesty, and good faith. Toward that end, it is imperative that access persons provide full and fair disclosure of all relevant facts concerning any potential or actual conflict of interest. (See Section III.C. for more information on conflicts of interest.)

B. Compliance with Laws and Company Policies

Nuveen operates within a highly regulated business environment and it is critical that compliance be maintained with all laws, rules, regulations, and other applicable mandates. Included in that compliance is the need for each access person to respect and comply with those obligations. With that goal in mind, Nuveen has developed policies, procedures, and other guidance, including this Code, to identify various obligations, outline prohibitions, and assist access persons in meeting them. Among other things, it is especially important that access persons avoid, including with respect to a fund:

•		Employing any device, scheme or artifice to defraud;

•		Making any untrue statement of material fact, or omitting a material fact, necessary in order to make the statements made, in light of the circumstances under which they are made, 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.

The non-interested directors of the Nuveen funds are deemed “access person” of the fund under Rule 17j 1 and are likewise prohibited from the activities outlined in the four bullet points immediately above.

C. Conflicts of Interest

Conflicts of interest may come about any time there may be an incentive to favor one party over another. There are a variety of scenarios in which this may occur. For example, a conflict may arise when there is an opportunity to give preferential treatment to one client or portfolio relative to other clients for a number of reasons. Examples of possible conflicts may include circumstances involving accounts of different sizes, accounts billed due to performance based fees versus ones that are not, or an account that belongs to a friend, relative, or other party with whom you have a relationship or association. A conflict could also come into play when there is an opportunity to take advantage of information, particularly regarding current or pending client or portfolio trades, for personal profit. Other conflicts may not always be as clear-cut.

As an integral part of the fiduciary obligation, Nuveen and its access persons are obligated to avoid conflicts of interest wherever possible and to fully disclose all facts concerning any conflict that may arise. Questions regarding a potential conflict should be fully vetted with supervisors and the appropriate compliance or legal officer before any further action is taken.

D. Protection of Confidential Information

Each access person of Nuveen is charged with the responsibility of preserving the confidentiality of nonpublic information learned in the course of his or her employment or through other channels. This includes, but is not limited to, nonpublic information about securities, securities recommendations and client holdings and transactions. Access persons may not misuse, including trading on the non-public information, or disclose such information, whether within or outside of Nuveen, except to authorized persons who require the information for legitimate business

purposes or to fulfill their responsibilities. Additionally, access persons must comply with all laws, rules, and regulations concerning the protection of client information, including, without limitation, Regulation S-P. Please refer to Nuveen’s Consumer Information Security Policy for more information on this topic.

E. Payments to Government Officials and Political Contributions

No payment can be made directly or indirectly to any employee, official, or representative of any government agency or any party or candidate for the purpose of influencing an act or decision on behalf of Nuveen. Access persons are limited in their ability to donate to political candidates and/or participate as individuals in political activities by the constraints of Rule 206(4)-5 of the Advisers Act and other applicable self regulatory organizations, state and local laws, rules and regulations, and are prohibited from engaging in such activities as a representative of Nuveen, and from using the name, reputation, or credibility of Nuveen in connection with political activities. Nuveen will not reimburse access persons for any political contributions or similar expenses.

IV. Reporting and Disclosure requirements

Nuveen has instituted the Sungard Protegent Personal Trade Assistant System (“PTA”) to facilitate a variety of reporting and disclosure processes. Access persons are provided with training and access to this system upon associating with the firm. Information regarding how the PTA system is used for reporting and disclosure is discussed in each item below, where applicable.

A. Code of Ethics

The current Code is available through a link on the home page of the PTA system and on Nuveen’s internal web page. Upon becoming an access person each person shall receive a copy of, or access to, the Code, and any applicable amendments. Shortly thereafter, the recipient shall be required to acknowledge though a certification process in the PTA system that he or she:

	•		Has received a copy of the Code;

	•		Has read and understands the Code; and

	•		Agrees that he or she is legally bound by the Code; and

	•		Will comply with all requirements of the Code.

Additionally, acknowledgement of receipt of the Code and compliance with such shall occur on an annual basis, and any time the Code is amended.

Non-interested Nuveen fund directors are also required to execute an initial acknowledgement of receipt of the Code and an annual certification of compliance with the Code. These acknowledgements and certifications for non-interested directors do not occur through PTA.

B. Brokerage Accounts

Within ten days of becoming an access person each person is required to report through PTA all accounts in which securities are held or may be held. This reporting shall also occur on an annual

basis. Included in the account disclosure requirement are all accounts in which the access person has beneficial interest and/or exercises trading discretion or control. For more information on the reporting of accounts please see FAQ — Accounts to be Entered into PTA and the definitions of “beneficial ownership” and “control” in Section IX.

Additionally, any time a new account is established it must be promptly reported through the PTA system, but in no event later than 30 days following the end of the quarter in which it was established. The listing of brokerages with which an access person may establish and/or maintain an account can be found on the PTA system.

C. Holdings

Within ten days of becoming an access person each person is required to submit through PTA a listing of all reportable securities. The information must be current as of not more than 45 days prior to becoming an access person and must contain the title, type, exchange ticker symbol or CUSIP number, and quantity of each reportable security in which the access person has any direct or indirect beneficial ownership, trading authority or other control. Additionally, within 45 days of the prior year end, each access person shall be required to submit and confirm through PTA a listing of all reportable securities.

Exceptions to holdings reporting:

	•		Holdings in accounts over which the access person has no direct or indirect influence or control (i.e., managed accounts);

	•		Direct obligations of the U.S. government;

	•		Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

	•		Money market funds; and

	•		Open-end funds that are not advised or sub-advised by Nuveen.

Unless a security is specifically exempted it is reportable.

For more information on the reporting of securities, please see FAQ — Holdings to be Entered into PTA.

D. Transactions

1. Quarterly Transaction Reporting

Within 30 days of the prior quarter end, each access person is required to submit through PTA a listing of all reportable transactions involving a reportable security in which the access person had, or as a result acquired, any direct or indirect beneficial ownership, trading authority, or other control that occurred during that prior quarter. The report must include:

•		Date of the transaction, title of the security, ticker symbol or CUSIP number, interest rate and maturity date (if applicable), number of shares or units, and principal amount;

•		Nature of the transaction (e.g., purchase, sale, or any other type of acquisition or disposition);

•		Price at which the transaction was effected; and

•		Name of the broker, dealer, or bank through which the transaction was effected.

Exceptions to reporting requirements:

•		Transactions in accounts over which the access person has no direct or indirect influence or control (i.e., managed accounts);

•		Transactions in Nuveen’s 401(k) plan, unless the access person has elected to participate in the Charles Schwab self-directed 401(k) option, in which case that portion of the 401(k) is treated like any other brokerage account and all reporting requirements will apply;

•		Transactions effected pursuant to an automatic investment plan or a dividend reinvestment plan, unless such transaction overrides or deviates from the pre-set schedule or allocation of such automatic investment plan (see the item related to this topic in Section V.A. below);

•		Transactions in securities issued by the U.S. or other sovereign governments, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

•		Transactions in money market funds;

•		Transactions in open-end funds that are not advised or sub-advised by Nuveen; and

Unless a transaction is specifically exempted it is reportable.

2. Transaction Reporting for Funds Advised/Sub-Advised by Nuveen Investments

Generally open-end fund transactions not required to be reported, however funds that are advised/sub-advised by Nuveen or any affiliated entity ARE required to be reported, with the exception of transactions that occur in the Nuveen 401(k) plan.

3. Transaction Reporting for Section 16 Officers

Section 16 of the Securities Exchange Act of 1934 Act and rules thereunder prohibit certain persons (“Section 16 officers”) associated with an issuer from buying and selling, or selling and buying, the issuer’s securities within less than a six (6) month period if that subsequent transaction would result in a profit. Section 16 also requires Section 16 officers to file specified forms with transaction details immediately following a transaction. Section 16 officers include directors, officers or others performing a policy-making function. If you are not certain whether you are a Section 16 officer, please contact the Legal Department in Chicago prior to trading.

Section 16 officers are required to preclear all transactions in closed-end funds for which they are Section 16 officers with the Legal Department in Chicago and to also report to the Legal Department in Chicago the details of any transaction requiring Section 16 filings immediately upon completion of the transaction.

Such preclearance and reporting DOES NOT occur through PTA, but rather occurs via email and through the parties identified to the Section 16 officers as the appropriate contacts for these activities.

4. Transaction Reporting for Non-Interested Fund Directors

Non-interested directors of a Nuveen fund must report a personal securities transaction only if such director, at the time of that transaction, knew that during the 15 day period immediately preceding or subsequent to the date of the transaction by the director such security was purchased or sold by the fund or was being considered for purchase or sale by the fund. Non-interested directors must report securities transactions meeting these requirements.

5. Review of Reports

All reports made pursuant to IV.B, C., or D. shall be reviewed by a designated Nuveen or affiliate legal or compliance officer to monitor compliance with the Code and applicable laws, rules, and regulations.

E. Outside Directorships and Business Activities

Access persons may not serve on the board of directors of any publicly traded company or engage in an outside business activity without prior written approval from the General Counsel of Nuveen or his or her designee. ¹ Prior written approval must also be obtained before an access person may serve as a member of the finance or investment committee of any organization, including not-for-profit entities, or perform other financially related services for such organization.

If it appears that any such activity conflicts with, or may reasonably be anticipated to conflict with, the interests of Nuveen or any client, the access person may be prohibited from participating or be required to discontinue the activity.

Reporting of, and requesting permission to participate in, an outside activity is accomplished through a disclosure in PTA. Termination, or a change in the nature, of the participation also entails the submission of a disclosure in PTA.

F. Gifts and Entertainment

Access persons are restricted from giving and/or receiving gifts from any person or entity that does business with or on behalf of Nuveen or any client account. For this purpose “gift” has the same meaning as in FINRA Rule 3220 and will be applied to all access persons, non-licensed as well as licensed.

Access persons may not accept or receive gifts from a single person or entity in an amount that exceeds a market value of $100 per year, either as an individual item or in the aggregate.

Access persons also may not give gifts to a single person or entity in an amount that exceeds a market value of $100 per year, either as an individual item or in the aggregate.


¹		Access persons who receive authorization to serve as board members of publicly traded companies must be isolated through information barriers from those persons making investment decisions concerning securities issued by the entities involved.

The receipt of gifts is reported through PTA. (The giving of gifts is reported through Nuveen’s travel and expense system.)

Nuveen places a $250 per event cap on entertainment, which includes the market value, plus any applicable fees, for the participation of the access person and any guest(s) that may accompany him or her. There is a $1,000 per year limit on the receipt of entertainment from any one entity. Compliance approval must be received prior to participating in any event that would exceed the $250 per event limit, or that would take the total value of entertainment received over $1,000 for the year.

Other institutions may have different limits on the value of entertainment that their own access persons may receive. In those cases it is the responsibility of the Nuveen access person to find out what the parameters are and to ensure that no entertainment is given that would exceed those limits.

The receipt of entertainment is reported through PTA. (The hosting of entertainment is reported through Nuveen’s expense reimbursement system.)

Tradewinds Global Investor’s LLC access persons are subject to more stringent parameters than those set forth above. Those access persons may attend industry events at a broker’s expense, and may participate in business meals up to once per quarter from an individual broker, however the acceptance of tickets to entertainment-oriented events is prohibited. The receipt and/or giving of gifts and entertainment is reported through PTA.

V. ACCESS PERSON PERSONAL SECURITIES TRANSACTIONS

In keeping with its fiduciary obligations, Nuveen has instituted policies and procedures regarding the administration of access person trading. A Nuveen affiliate, or a particular group or department, may implement requirements or restrictions that are different than those generally outlined below. Unless an access person is notified, either in this document or by other means, his or her trading will be governed by the discussion below. Additionally, access persons may have the supplemental title “investment person” (see Section IX), and those persons are subject to additional restrictions to those imposed on access persons.

A. Preclearance

Preclearance is required for all securities transactions that are not specifically exempted. Preclearance requests are required to be entered through PTA, and approval must be received prior to the trade being made . Approval is good only on the business day in which it is received (i.e., you may not preclear a transaction after market close with the intention of making the trade on the next business day).

The following do not need to be precleared prior to trading:

•

Transactions in the Nuveen 401(k) plan unless the access person has elected to participate in the Charles Schwab self-directed 401(k) option, in which case that portion of the 401(k) is

		treated like any other brokerage account and all applicable preclearance requirements will apply.

•		Direct obligations of the United States Government or other sovereign issued debt (note that municipal securities and US government-sponsored enterprise issued securities such an Fannie Mae or Freddie Mac do need to be precleared );

•		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 issued by open-end funds (including Nuveen advised or sub-advised funds, however these transactions do need to be reported* );

•		Shares of unit investment trusts; and

•		Exchange traded/closed-end funds (including Nuveen advised or sub-advised products), however transactions in Nuveen advised or sub-advised products do need to be *reported* , and preclearance* is required for the following access persons ;

	o		All Chicago based access persons and all non-Winslow Capital Management, Inc. (Winslow) Minneapolis based access persons must preclear all purchases, sales and exchanges of Nuveen advised/sub-advised closed-end funds, even though these transactions are exempted for non-Chicago and non-Minneapolis based access persons.

	o		All Winslow access persons must preclear ALL closed-end funds, even if those funds are not advised or sub-advised by Nuveen.

•		Securities purchased, redeemed or exchanged as part of a systematic investment program, however the initial transaction must be precleared at the time the program is put into place ;

•		Securities acquired through dividends, dividend reinvestment programs, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

•		Securities acquired through the exercise of rights issued pro rata to all holders of a class of the issuer’s securities;

•		Securities acquired or disposed of due to non-volitional acts on the part of the access person (e.g., transactions that occur due to a security that is called); and

•		Securities transactions that occurred in managed accounts (note that a managed account is one in which the access person has no discretion in terms of individual securities to be acquired or disposed of).

Note that managed accounts are subject to restrictions, including those above and beyond preclearance, regarding IPOs (see Section V.B.), limited offerings (see Section V.C.), as well as Nuveen Closed-end Funds for all Chicago-based access persons and all non-Winslow Minneapolis based access persons (see Section V.G.).


*		From a practical standpoint, receiving duplicate confirms, either electronically or in paper form achieves the reporting, however the access person must personally ensure that the transactions are properly reflected in each quarterly transaction report.

Symphony Asset Management LLC access persons may not purchase individual equity, or municipal or corporate bonds, and all security sales are subject to preclearance based on the parameters outlined above

For more information on preclearance requirements see FAQ — Transactions to be Precleared in PTA.

B. Initial Public Offerings

No access person may purchase, directly or indirectly, for an account in which he or she has beneficial ownership, control, or trading authority, any security issued in an initial public offering.

This restriction also does apply to managed accounts. Regardless of whether full discretionary account authority has been granted to a third party, access persons are prohibited from the purchase of initial public offerings. (See the last bullet under Section V.A.)

C. Limited Offerings

No access person may purchase, directly or indirectly, for an account in which he has beneficial ownership, control, or trading authority any limited offering (also known as a private placement) without prior written approval from the appropriate compliance or legal officer. The decision to grant approval will take into consideration, among other factors, whether the investment opportunity appears inconsistent with any observed strategies and objectives of the access person. and whether the opportunity is available to the access person by virtue of his or her position with Nuveen.

This restriction also does apply to managed accounts. Regardless of whether full discretionary account authority has been granted to a third party, access persons are prohibited from the purchase of limited offerings without prior written approval from the appropriate compliance or legal officer. (See the last bullet under Section V.A.)

Approval to purchase a limited offering must be sought through the disclosure process in PTA.

D. Limit Orders and “Good ‘Til Canceled” Orders

Limit orders, if they are approved, may not be outstanding for longer than the business day on which they are approved. If the order is not filled and the access person still wishes to make the trade, approval must be received again via PTA every subsequent business day until the order is filled or canceled .

E. Securities Being Transacted in Nuveen Advised/Sub-advised Portfolios and/or Client Accounts

No access person may purchase or sell for an account in which he or she has beneficial ownership, control, or trading authority, any security subject to preclearance that, to his or her actual knowledge, is being purchased or sold, or being considered for purchase or sale, in a Nuveen advised/sub-advised portfolio and/or client account. This restriction includes transacting in equivalent or related securities and may limit your ability to use option and futures strategies. E.g., if shares of common stock of a company are being traded, debt instruments, preferred shares, foreign equivalent shares and options of the issuer are also restricted and may be required to expire worthless.

F. Additional Trading Restrictions for Investment Persons

In the event a portfolio or client account transacts within seven (7) days preceding or following an investment person’s transaction in the same (or related, or equivalent) security, the investment person may be required to dispose of the security and/or disgorge any profits associated with her or her transaction. Such disposal and/or disgorgement maybe required notwithstanding any prior written approval that had been granted.

If an investment person associated with any Nuveen managed account, including Nuveen Funds, has executed a transaction in a security for his or her own account and within seven (7) days thereafter such security is considered for purchase or sale by such Nuveen managed account, the investment person shall endeavor to submit a written memorandum to the investment person’s supervisor, the Director of Compliance, and the CCO (if applicable based on the affiliate) prior to the entering of the purchase or sale order for the Nuveen managed account. Such memorandum shall describe the circumstances underlying the consideration of such transaction for the managed account. However, if the time frame for acting upon the opportunity for the client account does not permit prior submission and review of the circumstances, the investment person must ultimately act for the benefit of the client account and submit the memorandum as soon as possible after the fact with the understanding that the result could be disgorgement of profit, or transacting at loss, in the investment person’s own account.

Based on such memorandum and other factors deemed relevant under the specific circumstances, the investment person’s supervisor, the Director of Compliance, and the CCO (if applicable), together shall have the authority to determine that the prior transaction by the investment person for his or her own account shall not be considered a violation. The Director of Compliance or his or her designee shall make and maintain a written record of any determination made under this section.

Please note that some investment persons are also Section 16 officers. See Section IV.D.3. above and Section V.J. below for more detailed information on Section 16 officers and their responsibilities under this Code.

Access and investment persons on the Nuveen Asset Management, LLC municipal team are specifically prohibited from transacting in any securities issued by state and local governmental entities (“Municipal Securities”), including but not limited to general obligation bonds, revenue bonds, industrial development bonds, and all other such securities in the universe available for potential client trading. This prohibition is notwithstanding any preapproval that may be obtained through PTA. Questions about making a personal securities transaction in a particular Municipal Security are to be directed to the Compliance Department.

Access and investment persons at NWQ Investment Management Company LLC may make personal securities transactions, assuming appropriate preclearance is received through PTA, for securities that are also traded within 7 days of a client trade as long as that client trade is a maintenance trade. A maintenance trade is related to a cash flow event and is not the result of a portfolio management decision.

Access and investment persons at Tradewinds Global Investors, LLC may make personal securities transactions, assuming appropriate preclearance is received through PTA, for securities that are also traded within 7 days of a client trade as long as that client trade is a maintenance trade. A maintenance trade is related to a cash flow event and is not the result of a portfolio management decision.

Access and investment persons at Santa Barbara Asset Management, LLC may make personal securities transactions, assuming appropriate preclearance is received through PTA, for securities that are also traded within 7 days of a client trade as long as that client trade is a maintenance trade. A maintenance trade is related to a cash flow event and is not the result of a portfolio management decision.

G. Additional Trading Restrictions for All Chicago Based Access Persons and all non-Winslow Minneapolis Based Access Persons in Certain Closed-End Funds and Similarly Pooled Vehicles

No access person based in Chicago or Minneapolis (excluding Winslow), or working in Nuveen’s Closed-end Funds and Structured Products Group (or any successor group), regardless of location, may purchase or sell, directly or indirectly, for an account in which he or she has beneficial ownership, control, or trading authority, any common or preferred shares of any closed-end fund advised or sub-advised by Nuveen without prior written approval. This preclearance requirement also applies to common and preferred shares of any other exchange-listed investment product sponsored by Nuveen that is not a closed-end fund, including products issued by Nuveen Commodities Asset Management LLC.

These restrictions also do apply to managed accounts. Regardless of whether full discretionary account authority has been granted to a third party, these types of transactions require prior written approval from the appropriate compliance or legal officer. (See the last bullet under Section V.A.)

H. Frequent Trading in Shares of Open-end Funds

Access persons must adhere to the restrictions on frequent trading set forth in the registration statement of each fund advised and sub-advised by Nuveen. In general, the Funds’ policy limits an investor to four (4) “round trip” trades in a 12-month period, and also restricts the trading privileges of an investor who makes a round trip within a 30-day period when the purchase and redemption are of substantially similar dollar amounts and represent at least 25% of the value of an investor’s account. A round trip is the purchase and subsequent redemption of fund shares, including by exchange, and each side of a round trip may be comprised by either a single transaction or a series of closely spaced transactions.

I. Excessive or Abusive Trading

Excessive personal trading represents a potential conflict of interest as it may divert an access person’s attention from the responsibilities of his or her professional role. The determination of whether trading is excessive shall be made on a case-by-case basis, and an access person may be instructed to reduce the amount of, or cease, his or her trading activity. In addition to excessive

trading, abusive practices, such as market timing, late trading, and other inappropriate activities, are prohibited.

Winslow Capital Management, Inc. access persons are subject to a more specific parameter regarding the number of trades that may be made within a particular time frame. Additionally, Winslow access persons have a stated required holding period that applies to the purchase and sale, or sale and purchase, of every security.

J. Transactions by Section 16 Officers

Prior written approval is required for any access person, officer or director of Nuveen who is subject to Section 16 of the Securities Exchange Act of 1934 by virtue of his or her position with a fund advised or sub-advised by Nuveen to purchase or sell common or preferred shares in a fund for which he or she is a Section 16 officer. Please see Section IV.D.3. above for further detail on Section 16 officers. This approval must be received before the transaction may be made in any account in which he or she has beneficial ownership, control, or trading authority. In addition, the Section 16 officer is personally responsible for immediately reporting transaction details to Legal and Compliance so that necessary regulatory filings may be made. Preclearance and reporting through PTA is NOT sufficient for these purposes.

K. Transactions by Non-Interested Directors of Nuveen Funds

Non-interested directors may not purchase or sell common or preferred shares of a Nuveen closed-end fund with out prior written approval. This approval process occurs outside of the PTA system.

Non-interested directors may purchase or sell securities which are eligible for purchase or sale by a Nuveen fund, including securities in an initial public offering or limited offering, without prior written approval, unless he or she has actual knowledge that the security is being purchased or sold, or is being considered for purchase or sale, by a Nuveen fund.

In the event that a non-interested director does purchase or sell a security that he or she knew was being transacted, or considered for transaction, by a Nuveen fund, reporting may be required. See Section IV. D. 4. (previous in this document) for more information.

VI. INSIDER TRADING

Nuveen has adopted policies and procedures designed to detect and prevent insider trading and to preserve confidential information. The policies and procedures prohibit access persons from trading, either personally or on behalf of clients or others, on the basis of material nonpublic information in violation of the law. These prohibitions apply to every access person, and to all activities, both within and outside of an individual’s duties at Nuveen.

A. Insider Trading Determination

The term “insider trading” is not defined in the federal securities laws, but for purposes of this Code means to trade in securities (whether or not the person making the trade is an “insider”) while in possession of material nonpublic information relating to such securities or the issuer of such securities. Additionally, while there is no specific futures or commodity rule that addresses insider trading, that type of activity is considered to be covered generally under the provisions that require observance of high standards of commercial honor and just and equitable principals of trade in the conduct of the member’s business.

Communication of material non-public information to others, either inside or outside Nuveen, is prohibited except for discussions designed to assess such information with supervisors in conjunctions with discussions with designated legal or compliance officers. While the law concerning insider trading is not static, the following activities are generally understood to be prohibited:

•		Trading by an insider while in possession of material nonpublic information;

•		Trading by a non-insider while in possession of material nonpublic 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; and

•		Communicating material nonpublic information to others.

B. Insider Status

The concept of an “insider” is broad and includes officers and employees of a company or other entities, such as a municipality. Additionally, a person can be a “temporary insider” if he or she enters into a relationship in the conduct of the entity’s affairs and therefore is given access to information solely for the company’s purposes. A temporary insider can include, among others, attorneys, accountants, consultants, bank lending officers, and the employees of such organizations.

C. Material Nonpublic Information

“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. Information that officers and access persons should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major

litigation, liquidation problems, and extraordinary management developments. Trading on inside information is not a basis for liability unless the information is material.

Information is “nonpublic” until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal, Bloomberg, Bond Buyer, Munifacts, or other publications in general circulation, or available through online sources would be considered public.

D. Identifying and Reporting Potential Inside Information

Before trading for yourself or others, including client accounts and fund accounts you manage or advise in securities of an entity about which you may have potential inside information, ask yourself the following questions:

•		Is the information material? Is this information that an investor would consider important in making an investment decision? Is this information that would substantially affect the market price of the securities if generally disclosed?

•		Is the information nonpublic? To whom has the information been provided? Has the information been effectively communicated to the marketplace?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you:

•		May not purchase or sell the securities on behalf of yourself or others, including client accounts and fund accounts you manage or advise;

•		Must immediately report the matter to the Director of Compliance or CCO of the affiliated entity (if applicable); and

•		May not communicate the information inside or outside of Nuveen to anyone other than a designated compliance or legal officer.

After the compliance or legal officer has considered the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be permitted to trade and communicate the information, depending upon the outcome of the review. Until you receive direction from the compliance or legal officer, you may not take any action with regard to the proposed transaction or communication of information.

All questions regarding Nuveen’s policies and procedures to prevent insider trading should be referred the Director of Compliance or CCO of the affiliated entity (if applicable).

VII. ADMINISTRATION AND ENFORCEMENT

A. Approval of the Code

This Code has been approved by Nuveen, the Board of Directors of the Nuveen Open-End Funds and Closed-End Funds, and the board of directors or trustees of other funds for which a Nuveen affiliated entity serves as an adviser or sub-adviser. Nuveen approval also applies to the Nuveen Defined Portfolios, for which Nuveen served as the principal underwriter or depositor. Material amendments must all be approved by such funds boards (or principal underwriter or depositor in the case of a unit investment trust) within six months of the amendment.

B. Reporting to the Fund Boards

Nuveen or the applicable affiliated entity must provide an annual written report to the board of directors of any Nuveen Fund or other fund (other than a unit investment trust) for which a Nuveen affiliated entity serves as an adviser or sub-adviser. This report must:

•		Certify that procedures have been adopted that are reasonably necessary to prevent access persons from violating the Code, and

•		Describe any material issues arising under the Code or procedures thereunder since the last report, including, but not limited to, information about material violations of the Code or procedures thereunder and sanctions imposed in response to such violations.

C. Violations

Nuveen and each Nuveen fund must use reasonable diligence and institute procedures reasonably necessary to prevent violations of this code. Access persons must report violations of the Code promptly to the Director of Compliance or CCO of the affiliated entity (if applicable). Such reports will be treated confidentially to the extent permitted by law, and investigated promptly.

D. Sanctions for Violations of the Code

Access persons may be subject to sanctions for violations of specific provisions or general principals of the Code. Literal compliance with specific provisions of the Code will not shield an access person from liability for conduct that violates the spirit of the Code.

Violations will be reviewed and sanctions determined by the General Counsel of Nuveen, the Director of Compliance, the CCO of the affiliated entity (if applicable), or their designee(s).

Factors which may be considered when determining an appropriate sanction include, but are not limited to:

•		Whether the act or omission was intentional or voluntary;

•		Harm to a fund, portfolio, or client account;

•		Extent of unjust enrichment;

•		Frequency of occurrence;

•		Degree to which there is personal benefit from unique knowledge obtained through an access person’s position within Nuveen or an affiliated entity;

•		Evidence of fraud, violation of law, or reckless disregard of a regulatory requirement; and/or

•		Level of accurate, honest and timely cooperation from the access person subject to the Code.

Sanctions which may be imposed include, but are not limited to:

•		Written warning;

•		Restriction of trading privileges;

•		Disgorgement of trading profits;

•		Fines; and/or

•		Suspension or termination of employment.

Material violations by non-interested directors of a Nuveen Fund may be reviewed and sanctions determined by other non-interested directors of such Fund or a committee thereof.

E. Form ADV Disclosure

Each affiliated entity that is an investment adviser must include on Schedule F of Part II of its Form ADV a description of the Code and a statement that such entity will provide a copy of the Code to any client or prospective client upon request.

F. Interpretation of the Code and the Granting of Waivers

Questions regarding the interpretation or applicability of the provisions of this Code should be directed to the Director of Compliance, the CCO of an affiliated entity, a designated legal or compliance officer of the applicable affiliate, or an appointed designee.

Exceptions may be made, on a case-by-case basis, to any of the provisions of this Code upon concluding that the exception is warranted. This evaluation shall include a determination that no client or firm portfolio is likely to be disadvantaged or otherwise adversely affected by the exception, and documentation must be created and maintained regarding the exception.

VIII. RECORDKEEPING

Nuveen will maintain the following records in a readily accessible place in accordance with Rule 204-2 under the Investment Advisers Act of 1940 and with Rule 17j-1(f) under the Investment Company Act of 1940.

•		A copy of each Code that has been in effect at any time in the past seven years;

•		A record of any violation of the Code and any action taken as a result of such violation for five years from the end of the fiscal year in which the violation occurred;

•		A list of the names of persons who are currently, or within the past five years were, access persons;

•		A record of all written acknowledgements of receipt of the Code and amendments for each person who is currently, or within the past five years was, an access person,

•		Holdings and transaction reports made pursuant to the Code, including any brokerage confirmation(s) and/or account statement(s) submitted in lieu of those reports;

•		A record of any decision and supporting reason for approving the acquisition of securities by access persons in initial public offerings or limited offerings for at least five years after the end of the fiscal year in which approval was granted;

•		A record of any decision that grants an access person an exception to the Code;

•		A record of persons responsible for reviewing access persons’ reports currently or during the last five years; and

•		A copy of reports provided to a fund’s board of directors regarding the Code.

IX. DEFINITIONS

A. Access Person

This standard is more restrictive than Rule 204A-1(e)(1) under the Investment Advisers Act of 1940 and/or Rule 17j-1(a)(2) under the Investment Company Act of 1940.

Note that the non-interested directors and trustees are not included in this definition, but where those parties have an obligation under this Code it is specifically mentioned in the document.

B. Automatic Investment Plan

“Automatic investment plan” means a program in which regular periodic purchases, withdrawals or exchanges are made automatically into or from investment accounts or securities in accordance with a predetermined schedule and allocation. Dividend reinvestment plans are also included in this definition.

C. Beneficial Ownership and Pecuniary Interest

“Beneficial ownership” means having or sharing a direct or indirect “pecuniary interest” in a security, which offers the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. This may arise through a contract, arrangement, understanding, relationship or otherwise.

The pecuniary interest standard looks beyond the record owner of securities, and as a result the definition of beneficial interest is very broad and encompasses many scenarios that may not ordinarily be thought to confer a pecuniary interest in, or ownership of, securities. Some examples include:

•

Family Holdings — You are deemed to have beneficial ownership of securities held by members of your immediate family sharing the same household with you. Your “immediate

		family” includes any spouse, domestic partner, child or stepchild, or other relative who shares your home, or, although not living in your home, is economically dependent on you.

•		Partnership and Corporate holdings — You are deemed to have beneficial ownership of securities held by an entity you directly or indirectly control. If you are a limited partner in a partnership, you will generally not be deemed to have beneficial ownership of securities held by the entity, provided that you do not own a controlling voting interest in the partnership. If you own or otherwise control a corporation, limited liability company or other legal entity, or if the entity is your “alter ego” or “personal holding company,” you will be deemed to have beneficial ownership of such entity’s securities.

•		Trusts — You are deemed to have beneficial ownership of securities held by a trust if you control the trust or if you have the ability to prompt, induce, or otherwise effect transactions in securities held by the trust. For example, you have beneficial ownership if you are the trustee and/or if you or members of your immediate family (as defined above) have a monetary interest in the trust, whether as to principal or income; you are a settler of the trust; or if you have the power to revoke the trust without obtaining the consent of others.

•		Investment Clubs — You are deemed to beneficially own securities held by an investment club of which you or a member of your immediate family (as defined above) is a participant. Membership in investment clubs must be preapproved by the Director of Compliance or CCO of the affiliated entity (if applicable), and this account is treated in the same manner as any other personal brokerage account, including the preclearance and reporting requirements, and that the account be held at a approved brokerage firm.

•		Financial Power of Attorney — You are deemed to beneficially own securities held in any account over which you have financial power of attorney.

D. Control

“Control” of an entity means having the power to exercise a controlling influence over the management of policies of the entity, unless such power is solely the result of an official position with such entity, and a control relationship exists when an entity controls, or is controlled by, or is under common control with, another entity. Any person who owns beneficially, either directly or through one or more controlled entities, more than twenty-five percent (25%) of the voting securities of a company shall be presumed to control such entity. A natural person shall be presumed not to be a controlled person.

E. Domestic Partner

“Domestic Partnership” is a legal or personal relationship between two individuals who live together and share a common domestic life but are neither joined by marriage nor a civil union.

F. Fund

“Fund” means an investment company registered under the Investment Company Act of 1940.

G. Initial Public Offering

“Initial Public Offering” (IPO) 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.

H. Investment Person

“Investment person” means an access person who (i) in connection with his or her regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities for a fund, portfolio, or client account, or (ii) is a natural person in a control relationship with Nuveen and obtains information concerning recommendations made to a fund, portfolio, or client account. The category of investment persons includes, but is not limited to, portfolio managers, portfolio assistants, securities analysts, traders, or any other persons designated as such by Nuveen or any affiliated entity.

I. Limited Offering

“Limited offering,” also known as a “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 Rules 504, 505, or 506 under the Act.

J. Non-Interested Director

“Non-interested director” means a director who is not an “interested director” of a fund and who is not employed by, or has a material business or professional relationship with, the fund or the fund’s investment adviser or underwriter. See Section 2(a)(19) of the Investment Company Act of 1940 for more information.

K. Nuveen Fund

“Nuveen Fund” means any fund for which a Nuveen affiliate serves as the investment adviser or subadviser and for which Nuveen Investments, LLC serves as principal underwriter or as a member of the underwriting syndicate. A Nuveen Fund is any Nuveen Defined Portfolio, Nuveen Closed-End Fund, Nuveen Open-End Fund or Nuveen Commodities Asset Management LLC Fund.

L. Purchase or Sale of a Security

“Purchase or sale of a security” includes not only the acquisition and disposition of a specific security, but also, among other things, the purchase or writing of an option, and the acquisition and disposition of any instrument whose value is derived from the value of that specific security.

M. PTA

“PTA” refers to the Sungard Protegent Personal Trade Assistant System, which Nuveen has instituted to facilitate a variety of functions, including trade preclearance, reporting, certifications, and disclosures.

N. Reportable Security

“Reportable security” means any security except:

	•		Direct obligations of the U.S. government;

	•		Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

	•		Money market funds; and

	•		Open-end funds that are not advised or sub-advised by Nuveen.

O. Section 16 Officer

“Section 16 Officer” means every person who is directly or indirectly the beneficial owner of more than ten percent (10%) of any class of any equity security (other than an exempted security) which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. Section 16 officers include officers or directors of the issuer of such security, and those who perform a policy-making function for the issuer. See Section 16 of the Securities Exchange Act of 1934. The Nuveen Fund Board approves the list of Section 16 Officers for the Nuveen Funds on an annual basis. This list is maintained in the Legal Department in Chicago and includes portfolio managers, traders, and other access persons responsible for making policy related decisions.

P. Security

“Security” means 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, reorganization 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, certificate of deposit, or 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, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Without limiting the foregoing, a security also includes any instrument whose value is derived from the value of another security.

Q. Security Held or to be Acquired by a Nuveen Fund

“Security held or to be acquired by a Nuveen fund” means any reportable security which, within the most recent 15 days is, or has been, held by the fund, or is being, or has been, considered by

the fund or its investment adviser for purchase by the fund, and any option to purchase or sell, and any security convertible into or exchangeable for, such a reportable security.

*** END ***

Appendix A

As of 3 December 2010 the affiliated entities are:

Nuveen Asset Management, LLC
Nuveen Commodities Asset Management, LLC
Nuveen Fund Advisors, Inc.
Nuveen HydePark Group, LLC
Nuveen Investment Solutions, Inc.
Nuveen Investments, LLC
Nuveen Investments Advisers Inc.
Nuveen Investments Canada Co.
Nuveen Investments, LLC
NWQ Investment Management Company, LLC
Tradewinds Global Investors, LLC
Santa Barbara Asset Management, LLC
Symphony Asset Management LLC
Winslow Capital Management, Inc.

Appendix B

Funds Advised or Sub-Advised by a Nuveen Subsidiary as of December 31, 2010

Exhibit (p)(21)

AllianceBernstein L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

Updated April 2010

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:

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.

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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	(c)		Outside Financial or Business Interests

			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.

(c) Company Policies and Practices

	•		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.

	(c)		Responding to Information Requests

			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

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.

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			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, or others at the discretion of the Compliance Department) 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:

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.

	(c)		Designated Brokerage Accounts

			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 CollegeBound fund 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 :

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”)/AB Managed Open-end Mutual Funds

			ETFs and open-end mutual funds managed by AllianceBernstein are covered under the Code’s definition of Security and therefore are subject to all applicable Code rules and prohibitions. However, investments in AB-managed funds and the following broad-based ETFs are not subject to the pre-clearance provisions: ⁸



	– NASDAQ-100 Index Tracking (QQQQ)			– iShares MSCI Kokusai (TOK)
	– SPDR Trust (SPY)			– iShares MSCI Japan (EWJ)
	– DIAMONDS Trust, Series I (DIA)			– iShares DAX (DAXEX)
	– iShares S&P 500 Index Fund (IVV)			– iShares DJ EuroStoxx 50 (EUE)
	– iShares Russell 1000 Growth (IWF)			– SPDR S&P/ASX 200 Fund (STW)
	– iShares Russell 1000 Value (IWD)			– smartFONZ (FNZ)
	– iShares Russell 1000 Index (IWB)			– DAIWA ETF – TOPIX (1305)
	– iShares MSCI EAFE (EFA)			– NOMURA ETF – TOPIX (1306)
	– iShares MSCI Emerging Markets (EEM)			– NIKKO ETF – TOPIX (1308)
	– iShares MSCI EAFE Growth (EFG)			– DAIWA ETF – NIKKEI 225 (1320)
	– iShares MSCI EAFE Value (EFV)			– NOMURA ETF – NIKKEI 225 (1321)
	– iShares FTSE 100 (ISF)			– NIKKO ETF – 225 (1330)
	– iShares MSCI World (IWRD/IQQW)			– Tracker Fund of Hong Kong (2800)
	– iShares Lehman 7-10 Yr Treas Bond (IEF)			– iShares FTSE/Xinhua A50 China Tracker (2823)
	– iShares CDN Composite Index Fund (XIC)			– Nifty BeES
	– iShares Lehman 1-3 Yr Treas Bond (SHY)			– SENSEX Prudential ICICI ETF

(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 AB-managed funds or 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


⁸		Note : Options on the ETFs included on this list *are not* exempt from the pre-clearance or volume requirements.

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	i.		Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are 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


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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			provided that these personal Securities transactions do not violate the prohibition against short-term trading).

	(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 :

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 this prohibition.

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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

			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-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of 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

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•

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.

	(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

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 :

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);

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•

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 this prohibition.

			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-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of 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

	•		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

			*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 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

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			$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 issuer is the subject of significantly new or significantly changed research.

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.


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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		*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).

		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.

	(c)		Transactions Contrary to Client Positions

			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

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			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.

			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.

	(c)		Discretionary Accounts

			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

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			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.

	(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.

	(c)		Actions Contrary to Ratings

			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

		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 Trader on any buy-side equity trading desk.

		*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

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			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.

			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.

	(c)		Quarterly Reports by Employees — including Certain Funds and Limited Offerings

			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

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			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 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 15 ^th ), 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:

A certification on behalf of AllianceBernstein that AllianceBernstein has adopted procedures reasonably necessary to prevent Employees and Directors from violating the Code;


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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	ii.		A summary of existing procedures concerning personal investing and any changes in procedures made during the past year; and

	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:

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	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;

	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);

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	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.

(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:

	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

	d.		The name of the broker or other financial institution through which the transaction was effected.

(c)

Reporting Exceptions

	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

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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 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 — 17 ^th 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.]

Exhibit (p)(24)

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 May 15, 2010)

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:

stocks and bonds;

shares of exchange traded funds;

shares of closed-end investment companies, including shares of Eaton Vance closed-end Funds;

options on securities, on indexes and on currencies;

investments in all kinds of limited partnerships;

investments in non-U.S. unit trusts and non-U.S. mutual funds;

investments in private investment funds, hedge funds, private equity funds, venture capital funds and investment clubs.

The term “Securities” does not include:

direct obligations of the U.S. Government;

bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements; and

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.

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.

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. ²

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 Wells Fargo (formerly 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.


²		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 ³

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.


³		*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 ⁴

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 ⁵ , 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


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, 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.

⁵		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:

(a) 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 181 ^st calendar day after the decision was made not to purchase the loan interest.

(b) 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 181 ^st 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 (7 ^th ) 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 2 ^nd 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 ⁶ . 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


⁶		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 ⁷

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 and Certain Other Persons ⁸

If you are an Investment Professional, or a member of a portfolio management team in the case of section E.2 below, you may be 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


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.

⁸		*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.

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.

2. Prohibited Transactions: Portfolio Managers, Members of Portfolio Management Teams and Investment Counselors . For each of the prohibited transactions listed below in this section E.2, you are deemed to “manage” and/or be part of the “portfolio management team” for each Client account for which (i) you are a named portfolio manager or investment counselor or (ii) you have regular access to nonpublic information regarding the actual purchase or sale of Securities for the account prior to the placement of an order to purchase or sell such Securities with the relevant trading personnel for execution. You are deemed to have such regular access to nonpublic information regarding the actual purchase or sale of Securities for a Client account if you have the authority to: (x) complete trade tickets (or other documentation) required in order to place an order to purchase or sell Securities for the account with the relevant trading personnel for execution; (y) place such an order for the account with the relevant trading personnel for execution; or (z) review such trade tickets (or other documentation) prior to submission to the relevant trading personnel for execution, in each case whether in hard copy or by electronic means. ⁹

a. Personal Trades in Same Direction as Client . If you are a portfolio manager, an investment counselor or a member of a portfolio management team, 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, an investment counselor or a member of a portfolio management team, you may not sell any Security for your personal account until the eighth (8 ^th ) 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 (8 ^th ) calendar day after you have sold that Security for any Client account that you manage.

c. Trading Before a Client.

(i) If you are a portfolio manager or an investment counselor, before you place an order to purchase a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have purchased that


⁹		The prohibited transactions in this section E.2 are not intended to apply to (1) persons with access to nonpublic information regarding only potential purchases or sales of Securities in Client accounts, such as in connection with additions, deletions or rating changes of securities through the Analyst Select Portfolio, Counselors Focus Portfolio of Monitored Stock List (see section C.5 for the prohibitions that relate to such persons and such situations) or (2) persons in Eaton Vance Investment Counsel who have the type of authority identified in clause (x), (y) or (z) of this section E.2 solely to facilitate client service in the event of the absence from the office of the primary investment counselor(s) or other Eaton Vance Investment Counsel employee with primary responsibility for the account.

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.

(ii) If you are a portfolio manager or an investment counselor, before you place an order to sell a Security for a Client account that you manage, 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.

(iii) As a member of a portfolio management team, if you enter into a Security transaction for your personal account of a type described in section E.2.c(i) or (ii) you must disclose such transactions to the Investment Compliance Officer (to the extent you have actual knowledge of the transaction for the Client account). Depending upon the circumstances, you may or may not be subject to the relevant requirements described in such sections.

d. General Prohibition. Because your responsibility is to put your Client’s interests ahead of your own, if you are a portfolio manager, an investment counselor or a member of a portfolio management team you may not delay taking appropriate action for a Client account that you manage 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 (3 ^rd ) 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 (10 ^th ) 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 takes action(s) 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 Chief Legal Officer 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 Chief Legal Officer on such matters. ¹⁰

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.


¹⁰		Conflicts of interest involving, or situations that may give the appearance of a conflict of interest involving, a trader (or a person who has the ability to choose the broker that will execute any particular transaction) should be reported to the relevant investment department head and the Chief Legal Officer.

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:

	o		A federal regulatory or law enforcement agency;

	o		Any member of Congress or any committee of Congress; or

	o		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

Exhibit (p)(25)

CWAM Code of Ethics

Amended March 12, 2010
Amended February 16, 2010
Amended February 10, 2010
Amended January 1, 2010
Amended October 27, 2009
Amended January 1, 2009
Amended August 25, 2008
Amended July 1, 2008
Amended November 20,2007
(Effective January 2, 2007)

CWAM Code of Ethics
Revised 3/12/10


Overview			4
Part I — Statement of General Principles			6
A. Compliance with the Spirit of the Code			7
B. Federal Law Prohibits Fraudulent and Deceptive Acts			7
C. Compliance with other CWAM and Ameriprise Policies			8
D. Contacts for Questions and Reporting Violations of this Code			8
E. Training and Education			8
Part II — Prohibited Transactions and Activities			9
A. Prohibited Transactions in Mutual Funds			9
1. Short-Term Trading Prohibition			9
2. Late Trading Prohibition			9
3. Market Timing Prohibition			9
B. Prohibited Transactions in Reportable Securities			10
1. Client Conflict			10
2. Fifteen Calendar Day Blackout Period			10
3. IPOs and Limited Offerings			10
4. Short-Term Trading (60 Calendar Days)			11
5. Selling Short and Transactions Involving Certain Derivatives			12
6. Bank of America Closed-end Funds			12
7. Excessive Trading			12
C. Other Prohibitions			12
1. Disclosure of Nonpublic Information			12
2. Restriction on Service as Officer or Director by Covered Persons			12
3. Participation in Investment Clubs			12
4. Additional Restrictions for Specific Sub-Groups			13
D. Additional Trading Restrictions Applicable to Investment Persons			13
1. IPOs and Limited Offerings			13
2. Client Account Priority			13
3. Trade Restrictions Pertaining to Portfolio Managers			13
4. Trade Restrictions Pertaining to Analysts			14
5. Gifts			15
E. Exemptions			15
Part III — Pre-Clearance of Transactions			17
A. General Requirement to Pre-clear			17
B. Procedures			17
C. Exemptions			17
Part IV — Administration and Reporting Requirements			19
A. Annual Code Coverage Acknowledgment and Compliance Certification			19
B. Reporting Requirements for Covered Persons			19
C. Exceptions from the above Reporting Requirements			20
D. Code Administration			20
Part V — Penalties for Non-Compliance			21
Part VI —Code Requirements for Ameriprise/CMIA and Threadneedle Associates			23
A. Pre-clearance of Transactions			23
B. Reporting and Certifications			24
C. Penalties for Non-Compliance			24
Appendix A — Beneficial Ownership			25
Appendix B — Definitions			28

Part I

CWAM Code of Ethics
Revised 3/12/10


Appendix C — Other CWAM and Ameriprise Policies			31
Appendix D — Reportable Funds			32

Part I

CWAM Code of Ethics
Revised 3/12/10

Overview

This Code of Ethics (the “Code”) covers a wide range of ethical conduct with a focus on obligations with respect to personal securities trading. You are obligated to comply with the terms of this Code, and thus you are a “ Covered Person ” for purposes of this Code, if you have been notified by the Compliance Department (“Compliance ” ) of Columbia Wanger Asset Management (“CWAM”) that this Code applies to you.

You will be notified by Compliance that this Code applies to you if you are a director, officer or employee of CWAM.

Ameriprise (including legacy Columbia Management associates, now “CMIA”) and Threadneedle associates who are not employees of CWAM will be notified if this Code applies to them due to their status as a support partner of CWAM.

Code Coverage

If you have been notified that you are a Covered Person under the CWAM Code, your responsibilities will depend on your employment status with CWAM, Ameriprise/CMIA, or Threadneedle and its affiliates, as follows:

	1.		CWAM Employees, Directors, Officers

			You are responsible for satisfying all requirements of the Code, excluding Part VI.

	2.		Ameriprise Employees who are *not* covered under the CMIA Investment Adviser Code of Ethics

			You are responsible for satisfying all requirements of the Code, excluding Part VI.

	3.		Ameriprise/CMIA Fund Administration Associates (who are covered by the CMIA Investment Adviser Code of Ethics) and Threadneedle Equity Aggregation Associates

			You are responsible for satisfying the requirements outlined in Part VI of the Code.

Certain Covered Persons, including but not limited to portfolio managers and research analysts, may also be designated by Compliance as “ Investment Persons ” and have heightened responsibility under this Code. Investment Persons are obligated to comply with all provisions of the Code applicable to Covered Persons and additional provisions applicable to Investment Persons. If you are registered with the National Association of Securities Dealers (“NASD”) you may have additional obligations not identified in this Code due to such registration.

If you believe you should have been notified by Compliance that this Code applies to you and have not been so notified, you are obligated to contact Compliance.

Certain provisions of this Code apply to securities you beneficially own, or securities that you intend to beneficially acquire. Beneficial Ownership is defined in Appendix A and includes, among other things, securities held by members of your immediate household.

Part I

CWAM Code of Ethics
Revised 3/12/10

Part I of this Code sets forth certain general principles relating to the Code. Part II identifies certain prohibited transactions and activities. Part III identifies your obligation to pre-clear your personal security transactions. Part IV identifies your reporting obligations with respect to your personal securities transactions and holdings. Part V sets forth sanctions for failure to comply with this Code. Part VI identifies reporting and pre-clearance procedures applicable only to the Ameriprise/CMIA Fund Administration Group, and other Ameriprise or Threadneedle associates who have been so notified.

The CWAM Code of Ethics Committee (the “Committee”) is responsible for enforcing compliance with this Code. Failure to comply with this Code may result in disciplinary action, including termination of employment.

This Code is intended to satisfy the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Investment Company Act”). In addition, this Code is intended to satisfy certain NASD requirements for registered personnel.

Terms used herein that are both capitalized and bolded have the meaning set forth in Appendix B.

Part I

CWAM Code of Ethics
Revised 3/12/10

Part I — Statement of General Principles

Our relationship with our Clients is fiduciary in nature. A fiduciary has an affirmative duty of care, loyalty, honesty and good faith. A number of specific obligations flow from the fiduciary duty we owe to our Clients, including:

	•		To act solely in the best interests of Clients and to make full and fair disclosure of all material facts, particularly where CWAM’s interest may conflict with those of its Clients;

	•		To have a reasonable, independent basis for our investment advice;

	•		To ensure that our investment advice is suitable to the Client’s investment objectives, needs and circumstances;

	•		To refrain from effecting personal securities transactions inconsistent with our Clients’ interests;

	•		To obtain best execution for our Clients’ securities transactions;

	•		To refrain from favoring the interest of a particular Client over the interests of another Client;

	•		To keep all information about Clients (including former Clients) confidential, including the Client’s identity, Client’s securities holdings information, and other non-public information; and

	•		To exercise a high degree of care to ensure that adequate and accurate representations and other information is presented.

All Covered Persons are in a position of trust and that position of trust dictates that you act at all times with the utmost integrity, avoid any actual or potential conflict of interest (described below), and not otherwise abuse that position of trust. As a fiduciary, you are required to put the interests of our Clients before your personal interests. All Covered Persons have a fiduciary duty with respect to each and all of our Clients.

A conflict of interest is any situation that presents an incentive to act other than in the best interest of a Client. A conflict of interest may arise, for example, when a Covered Person engages in a transaction that potentially favors: (i) CWAM’s interests over a Client’s interest, (ii) an associate’s interest over a Client’s interest, or (iii) one Client’s interest over another Client’s interest.

CWAM has adopted various policies designed to prevent, or otherwise manage, conflicts of interest. To effectively manage conflicts of interest, all Covered Persons must seek to prevent conflicts of interest, including the appearance of a conflict. Covered Persons must be vigilant about circumstances that present a conflict of interest and immediately seek assistance from their manager or one of the other resources identified in Part I.D of this Code.

Independence in the investment decision-making process is paramount. All Covered Persons must avoid situations that might compromise or call into question their exercise of independent judgment in the interest of Clients. For example, Covered Persons should not take personal advantage of unusual or limited investment opportunities appropriate for Clients.

Part I

CWAM Code of Ethics
Revised 3/12/10

The general principles discussed in this section govern all conduct, regardless of whether or not such conduct is also covered by more specific standards and procedures set forth in other sections of this Code.

Compliance with the Spirit of the Code

The Committee recognizes that sound, responsible personal securities investing is an appropriate activity when trading is not excessive in nature, when it is conducted consistent with the Code and when it does not cause any actual, potential or apparent conflict of interest.

The Committee will not tolerate personal securities trading activity that is inconsistent with duties to our Clients or that injures the reputation and professional standing of our organization. Technical compliance with the specific requirements of this Code will not insulate you from sanction should a review of your personal securities trades indicate breach of your duty of loyalty to a Client or otherwise pose harm to our organization’s reputation.

The Committee has the authority to grant written waivers of the provisions of this Code. It is expected that this authority will be exercised only in rare instances.

Federal Law Prohibits Fraudulent and Deceptive Acts

All Covered Persons are required to comply with all Federal Securities Laws , including but not limited to Rule 204A-1 of the Advisers Act , Rule 17j-1 of the Investment Company Act and the anti-fraud provisions of both the Advisers Act and Investment Company Act.

The Advisers Act makes it unlawful for any investment adviser, directly or indirectly, to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in any transaction or practice that operates as a fraud or deceit on such persons.

The Investment Company Act makes it unlawful for any director, trustee, officer or employee of an investment adviser of an investment company, as well as certain other persons, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by the investment company:

	1.		To employ any device, scheme or artifice to defraud the fund;

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

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

	4.		To engage in any manipulative practice with respect to the fund.

Part I

CWAM Code of Ethics
Revised 3/12/10

Compliance with other CWAM and Ameriprise Policies

Compliance with this Code is in addition to your obligation to comply with other CWAM and Ameriprise policies that may be applicable to you.

All Covered Persons (with the exception of Threadneedle associates) who maintain personal investment accounts must comply with the Ameriprise Limited Choice Policy. Unless an exception has been granted, that policy requires Covered Persons to maintain their current and any new Associate Accounts with Merrill Lynch, Ameriprise, or Charles Schwab.

Covered Persons are subject to additional policies, including but not limited to the following (also set forth in Appendix C):

	•		CWAM Statement of Operations and Supervisory Procedures Manual

	•		CWAM Information Wall Policy

	•		CWAM Misuses of Material Nonpublic Information Policy

	•		CWAM Portfolio Holdings Disclosure Policy

	•		CWAM Gifts and Entertainment Policy

	•		CMIA Investment Adviser Code of Ethics for Covered Persons (for Ameriprise/CMIA associates)

Contacts for Questions and Reporting Violations of this Code

Each Covered Person must promptly report any conduct that he or she reasonably believes constitutes or may constitute a violation of the Code. Covered Persons must promptly report all relevant facts and circumstances relating to such potential violation of the Code to the Chief Compliance Officer (“ CCO ”; currently, Joe LaPalm at 312-634-9829).You will not be retaliated against for reporting information in good faith in accordance with this policy.

In addition, if you have any questions relating to a personal securities transaction, you may call Compliance directly or send an email to “DG 227w-Compliance Dept” and if you have any questions relating to the conflict of interest provisions of this Code, you may contact Joe LaPalm at 312-634-9829.

Training and Education

Training on this Code will occur periodically. All Covered Persons are required to complete all assigned training and read any applicable materials.

Part I

CWAM Code of Ethics
Revised 3/12/10

Part II — Prohibited Transactions and Activities

Part II of the Code focuses on personal securities trading and identifies certain prohibited transactions and activities. In the event there is a stated exception to a prohibited transaction and you qualify for the exception, you are not relieved of any other obligation you may have under this Code, including any requirement to pre-clear (see Part III) and report (see Part IV) the transaction.

A. Prohibited Transactions in Mutual Funds

1. Short-Term Trading Prohibition.

No Covered Person may engage in the purchase and subsequent sale or exchange of the same class of shares of a Reportable Fund (an open-end mutual fund managed by Bank of America or its subsidiaries, except for money market and short-term bond funds, as listed in Appendix D) within 60 calendar days of one another. Funds held in an Ameriprise401(k) account or other retirement plan shall be subject to the short-term trading prohibitions of that plan. Therefore, if a Covered Person purchases shares of a Reportable Fund outside of an Ameripriseretirement plan, he or she will not be permitted to sell or exchange any shares of that fund, including shares previously purchased, for at least 60 calendar days. Day 1 of the 60-day holding period is the day a Covered Person purchases shares of a Reportable Fund. The Covered Person may sell or exchange the shares on Day 61. The CCO has the authority to grant exceptions to the requirements of this section; however, such exceptions will be granted in only rare cases of hardship or other unusual circumstances, or where shares were purchased as part of an Automatic Investment Plan. Ameriprise/CMIA Associates who are so notified shall follow the short-term trading prohibition of the CMIA Investment Adviser Code of Ethics.

2. Late Trading Prohibition.

Late Trading of mutual funds, wherein an order for mutual fund shares is placed after the fund is closed for the day and the transaction is priced using the closing price for that day, is illegal. No Covered Person shall engage in any such Late Trading transaction in mutual fund shares. In addition to being illegal, Late Trading presents a conflict of interest and a violation of fiduciary duty.

3. Market Timing Prohibition.

No Covered Person shall engage in mutual fund Market Timing activities. The Committee believes that the interests of a mutual fund’s long-term shareholders and the ability of a mutual fund to manage its investments may be adversely affected when fund shares are repeatedly bought, sold or exchanged by any individual or entity within short periods of time to take advantage of short-term differentials in the net asset values of such funds. This practice, known as Market Timing can occur in direct purchases and sales of mutual fund shares, through rapid reallocation of funds held in a 401(k) plan or similarly structured retirement plan or other accounts invested in mutual fund assets, or through the rapid reallocation of funds held in variable annuity and variable life policies invested in mutual fund assets. In addition to being prohibited by this Code, mutual fund Market Timing presents a conflict of interest and is a violation of fiduciary duty.

Part II

CWAM Code of Ethics
Revised 3/12/10

B. Prohibited Transactions in Reportable Securities

Client Conflict.

No Covered Person shall purchase or sell, directly or indirectly, any Reportable Security (all corporate securities, Closed-end Funds , and exchange traded funds, further defined in Appendix B) in which such person had, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership when, at the time of such purchase or sale, the Covered Person knew, or should have known, that the same class of security:

•

is the subject of an open buy or sell order for a Client Account ; or

•

is Being Considered for Purchase or Sale by a Client Account.

2 . Fifteen Calendar Day Blackout Period.

No Covered Person shall purchase or sell any Reportable Security within a period of seven calendar days before or after a purchase or sale of the same class of security by a Client Account . For example, if a security is traded in a Client Account on a Monday, then Tuesday will be considered Day 1 and the following Monday will be considered Day 7. A Covered Person may trade the security on Day 8 (Tuesday). Similarly, if a Covered Person trades a security on a Monday, a violation will occur if the security is traded in a Client Account prior to the following Tuesday. The spirit of this Code requires that no Covered Person intentionally delay trades on behalf of a Client Account so that their own personal trades avoid falling within the fifteen day blackout period.

3. IPOs and Limited Offerings.

No Covered Person shall acquire Beneficial Ownership of securities in an IPO or Limited Offering except with the prior written approval of the CCO. Covered Persons registered with the NASD are prohibited from investing in IPOs. Investment Persons may invest in IPOs but are subject to the additional restrictions outlined in Part II.D.1, below. In approving such acquisition, the CCO must determine that the acquisition does not conflict with the Code or its underlying policies, that the investment opportunity could not instead be reserved for Clients, and that the opportunity has not been offered to the Covered Person because of the Covered Person’s relationship with Ameriprise, CWAM, or a Client. The CCO may approve acquisition under certain circumstances, such as:

	•		An opportunity to acquire securities of an insurance company converting from a mutual ownership structure to a stockholder ownership structure, if the Covered Person’s ownership of an insurance policy issued by the IPO company or an affiliate of the IPO company conveys the investment opportunity;

	•		An opportunity resulting from the Covered Person’s pre-existing ownership of an interest in the IPO company or status of an investor in the IPO company; or

	•		An opportunity made available to the Covered Person’s spouse, in circumstances permitting the CCO reasonably to determine that the opportunity is being made

Part II

CWAM Code of Ethics
Revised 3/12/10

available for reasons other than the Covered Person’s relationship with Ameriprise, CWAM, or its Clients (for example, because of the spouse’s employment).

4. Short-Term Trading (60 Calendar Days).

Covered Persons may not profit from any purchase and sale of the same class of Reportable Security within any period of 60 calendar days or less. Ameriprise/CMIA and Threadneedle Associates should follow the short-term trading policies of their own codes. Note, regarding this restriction, that:

	(a)		The 60 calendar day restriction period commences on the day of purchase of any Reportable Security. The Covered Person may sell the Reportable Security for a profit on Day 61, where Day 1 was the day of the purchase of the Reportable Security.

	(b)		The 60-day restriction applies on a “last in, first out basis.” As a result, a Covered Person (or Family/Household Member ) may not buy and sell the same class of Reportable Security within 60 days even though the specific shares or other securities involved may have been held longer than 60 days, when doing so will result in a profit to the Covered Person .

	(c)		Purchase and sale transactions in the same security within 60 days that result in a loss to the Covered Person (or Family/Household Member) are not restricted.

	(d)		The 60-day restriction does not apply to the exercise of options to purchase shares of BAC or Ameriprise stock, or stock of another company whose options have been awarded as part of a compensation program, and the immediate sale of the same or identical shares, including so-called “cashless exercise” transactions.

	(e)		Strategies involving corporate securities options with expirations of less than 60 days may result in violations of the short-term trading ban.

	(f)		Involuntary transactions that are the result of unforeseen corporate activity occurring within 60 days of purchase are not restricted.

	(g)		Exceptions to the short-term trading ban may be requested in writing, addressed to the CCO, in advance of a trade and will generally be granted only in rare cases of hardship, gifting of securities or other unusual circumstances where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban. Circumstances that could provide the basis for an exception from short-term trading restriction might include, for example, among others:

	•		the disclosure of a previously nonpublic, material corporate, economic or political event or activity that could cause a reasonable person in like circumstances to sell a security even if originally purchased as a long-term investment; or

	•		the Covered Person’s economic circumstances materially change in such a manner that enforcement of the short-term trading ban would result in the Covered Person being subjected to an avoidable, inequitable economic hardship.

	•		An irrevocable charitable gift of securities provided no abuse is intended.

	•		Instances where the purchase was part of an Automatic Investment Plan.

Part II

CWAM Code of Ethics
Revised 3/12/10

5. Selling Short and Transactions Involving Certain Derivatives

No Covered Person may sell short any Reportable Security; provided, however, that Covered Persons may sell short against broad market indexes and “against the box.”

No Covered Person may write a “naked” call option on any Reportable Security or purchase a put option on any Reportable Security; provided, however, that Covered Persons may write a covered call or buy a protective put on a Reportable Security.

6. Bank of America Closed-end Funds.

No Covered Person shall acquire Beneficial Ownership of securities of any Closed-end Fund advised by BAC except with the prior written approval of Compliance.

7. Excessive Trading.

Covered Persons are strongly discouraged from engaging in excessive trading for their personal accounts. Trading activity of Covered Persons that, by the sole determination of management, interferes with daily responsibilities is prohibited. Covered persons who are warned of excessive trading by Compliance must appropriately reduce trading activity or will be subject to disciplinary action.

C. Other Prohibitions

1. Disclosure of Nonpublic Information.

Covered Persons are prohibited from disclosing to persons outside of CWAM any material nonpublic information about any Client, the securities investments made on behalf of a Client, information about contemplated securities transactions, or information regarding our trading strategies, except as required to effectuate securities transactions on behalf of a Client or for other legitimate business purposes. Disclosure of nonpublic information is a breach of fiduciary duty.

2. Restriction on Service as Officer or Director by Covered Persons.

Covered Persons are prohibited from serving as an officer or director of any publicly traded company, other than Ameriprise or its affiliates, absent prior authorization from Compliance based on a determination that the board service would not be inconsistent with the interests of any Client. A Covered Person serving as a director or officer of a private company may be required to resign, either immediately or at the end of the current term, if the company goes public during his or her term as director or officer.

3. Participation in Investment Clubs.

Covered Persons (including with respect to assets that are beneficially owned by the Covered Person) may participate in private investment clubs or other similar groups only upon advance written approval from Compliance, subject to such terms and conditions as Compliance may determine to impose. Investment Persons may not begin participation in private investment clubs or other similar groups.

Part II

CWAM Code of Ethics
Revised 3/12/10

4. Additional Restrictions for Specific Sub-Groups.

Specific sub-groups in the organization may be subject to additional restrictions, as determined by Compliance. Compliance shall keep separate applicable procedures and communicate accordingly to these groups.

D. Additional Trading Restrictions Applicable to Investment Persons

1. IPOs and Limited Offerings.

All Investment Persons are required to obtain written manager pre-approval for personal investments in IPOs and Limited Offerings. This means you are required to obtain approval from your immediate manager or their designee. After obtaining manager pre-approval, Investment Persons must obtain pre-approval from the CCO.

Investment Persons who have been authorized to acquire securities in a Limited Offering are required to disclose that investment to their manager when the Investment Person plays a role in any Client’s subsequent consideration of an investment in the issuer. In such circumstances, the decision to purchase securities of the issuer for the Client should be made either by another employee or, at a minimum, should be subject to an independent review by investment personnel with no personal interest in the issuer.

2. Client Account Priority

The Funds and Client Accounts under management shall be given priority when investment opportunities arise. Portfolio Managers and Analysts may not execute transactions for their personal accounts without first determining whether the transaction is appropriate for a Fund or Client Account.

Analysts at CWAM are assigned industry coverage areas. Portfolio Managers at CWAM are also assigned coverage areas, in addition to their overall responsibility for Funds and Client Accounts. All Portfolio Managers and Analysts must comply with the pre-clearance and reporting restrictions of this Code, and are, in addition, subject to the following restrictions. A security is “followed by CWAM” for purposes of this Section if it has been entered into CWAM’s Equity Research Data Base.

3. Trade Restrictions Pertaining to Portfolio Managers

(a)

Purchases

Portfolio Managers may not purchase any securities owned by CWAM and within the coverage area of that Portfolio Manager, or not within the coverage area of that Portfolio Manager but held by the Funds or Client Accounts managed by the Portfolio Manager, unless the Funds and Client Accounts have reached their collective maximum capacity in a security under CWAM’s internal policies and regulatory limits (ie. 14.5% or a lower limit where applicable.) Securities eligible for this exemption must be pre-cleared using Form D, and are subject to approval by the Chief Investment Officer prior to personal investment. The Portfolio Manager may not sell the security unless and until all Fund or Client Accounts completely dispose of that security, and the Portfolio Manager must then hold the security for an additional 60 days. Any sales

Part II

CWAM Code of Ethics
Revised 3/12/10

on behalf of the Funds or Client Accounts must first be approved by the Chief Investment Officer in writing.

			ii.Portfolio Managers may not purchase securities followed by CWAM and within the coverage area of that Portfolio Manager.

			iii.Portfolio Managers may not purchase any security that is within the investment parameters established by the Funds or Client Accounts managed by the Portfolio Manager UNLESS:

	•		It is outside the Portfolio Manager’s coverage area;

	•		The Analyst responsible for that coverage area declines the investment opportunity on behalf of the Funds and Client Accounts advised by the Portfolio Manager; and

	•		The Analyst’s conclusion is provided in writing to Compliance in advance of the transaction.

	•		The security is an Exchange-Traded Fund and the Portfolio Manager notifies all other Portfolio Managers of his or her intent to invest in an Exchange-Traded Fund in his or her coverage area. The Portfolio Manager must send this notification by email, copy the Compliance Department, and explain whether an investment review meeting is warranted to discuss the industry, region, or coverage area. Any Portfolio Manager may decide whether to hold such a meeting.

	(b)		Sales

			Absent a showing of hardship or other extraordinary circumstances, a Portfolio Manager who owns a security that is later purchased by the Fund or Client Accounts advised by that Portfolio Manager may not sell that security unless and until the Fund or Client Accounts completely dispose of that security. Sales of that security from any Fund or Client Account must first be approved by the Chief Investment Officer in writing.

	(c)		Securities Later Proposed for Fund or Client Accounts

			A Portfolio Manager may purchase a security that at the time of purchase is not a suitable investment for that Portfolio Manager’s Funds or Client Accounts, or is not recommended for the Funds or Client Accounts by the Analyst responsible for that coverage area. If at a later date the security becomes suitable and the Analyst wishes to recommend it for the Funds or Client Accounts, and the Portfolio Manager does not wish to invest in the security for the Funds or Client Accounts, then the Portfolio Manager must provide this conclusion in writing to Compliance and the Chief Investment Officer. The CIO shall determine the appropriate course of action regarding the potential investment.

4. Trade Restrictions Pertaining to Analysts

	(a)		Purchases

			i.Analysts may not purchase any security within their coverage areas that is owned by the Funds or Client Accounts unless the Funds and Client Accounts have reached

Part II

CWAM Code of Ethics
Revised 3/12/10

			their collective maximum capacity in a security under CWAM’s internal policies and regulatory limits (ie. 14.5% or a lower limit where applicable.) Securities eligible for this exemption must be pre-cleared using Form D, and are subject to approval by the Chief Investment Officer prior to personal investment. The Analyst may not sell the security unless and until all Fund or Client Accounts completely dispose of that security, and the Analyst must then hold the security for an additional 60 days. Any sales on behalf of the Funds or Client Accounts must first be approved by the Chief Investment Officer in writing.

			ii.Analysts may not purchase any security within their coverage areas that is followed by CWAM.

			iii.Analysts may not purchase any security within their coverage areas UNLESS:

	•		The investment is inappropriate for Funds or Client Accounts because it is not within their investment parameters or is otherwise unsuitable;

	•		The purchase is approved in advance and in writing by the CIO based on that person’s independent decision to decline the investment opportunity on the basis that the security is inappropriate for Funds or Client Accounts, or is otherwise unsuitable; and

	•		The Chief Investment Officer’s conclusion is provided in writing to Compliance in advance of the transaction.

	•		The security is an Exchange-Traded Fund and the Analyst notifies all of the Portfolio Managers of his or her intent to invest in an Exchange-Traded Fund in his or her coverage area. The Analyst must send this notification by email, copy the Compliance Department, and explain whether an investment review meeting is warranted to discuss the industry, region, or coverage area. Any Portfolio Manager may decide whether to hold such a meeting.

	(b)		Sales

			Absent a showing of hardship or other extraordinary circumstances, an Analyst who owns a security within his or her coverage area that is later purchased by the Fund or Client Accounts may not sell that security unless and until the Fund or Client Accounts completely dispose of that security. Sales of that security from any Fund or Client Accounts must first be approved by the Chief Investment Officer in writing.

5. Gifts

Notwithstanding the restrictions above, an Investment Person may make an irrevocable gift of securities to a charitable organization, provided any such gift is first approved by Compliance.

E. Exemptions

The following transactions are exempt from the prohibitions contained in this Part II:

Part II

CWAM Code of Ethics
Revised 3/12/10

	•		Transactions effected pursuant to an Automatic Investment Plan . Note this does not include transactions that override or otherwise depart from the pre-determined schedule or allocation features of the investment plan.

	•		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.

	•		Transactions that are involuntary on the part of the Covered Person (e.g., stock splits and automatic conversions including redemptions, mergers and acquisitions).

	•		Transactions effected in any account in which the Covered Person may have a beneficial interest, but no direct or indirect Influence or Control of investment or trading activity, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

	•		Securities issued by BAC; provided, however, that this exemption does not apply to BAC securities purchased in a Limited Offering. BAC securities are subject to the short-term trading provisions of this Code and the standards of conduct and liability discussed in the Bank of America Corporation’s General Policy on Insider Trading.

	•		Such other transactions as the Committee shall approve in their sole discretion, provided that Compliance shall find that such transactions are consistent with the Statement of General Principles of this Code and applicable law. The Committee shall maintain a record of the approval and will communicate to the Covered Person’s manager(s).

Part II

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Part III — Pre-Clearance of Transactions

A. General Requirement to Pre-clear

Covered Persons must pre-clear all transactions, except as exempted below, in Reportable Securities in which they have, or intend to acquire, Beneficial Ownership. In addition, Covered Persons must pre-clear all redemptions or exchanges of Reportable Funds. Ameriprise/CMIA and Threadneedle Associates who are covered by the CMIA Investment Adviser or Threadneedle Codes of Ethics in addition to this CWAM Code, are required to follow only the pre-clearance instructions outlined in Part VI of this Code.

B. Procedures

In order to pre-clear a transaction, Covered Persons shall email CWAM Compliance with the request, specifying the Reportable Security or Reportable Fund, and shall not effect a trade until approval is granted by CWAM Compliance. Covered Persons may allow a spouse or family member to email CWAM Compliance directly, but the spouse or family member must copy the Covered Person on the email request. Pre-clearance approvals are valid until 3:00 pm central time of the next business day after approval. For example, if a pre-clearance approval is granted on Tuesday, the approval is valid until 3:00 pm central time Wednesday. In certain rare instances when a trade cannot be completed during the time allowed, CWAM Compliance may elect to issue an extended approval .

C. Exemptions

The following transactions are exempt from the pre-clearance requirement:

	•		Transactions in BAC and Ameriprise Retirement Plans.

	•		Transactions in Company-Directed 401(k) Plans (provided they do not hold Reportable Funds or Reportable Securities).

	•		Transactions in municipal securities and foreign government debt obligations.

	•		Opening a 529 Plan, or transactions in 529 Plans.

	•		Transactions by Covered Persons on leave that do not have home access to CWAM’s data; provided, however, that transactions by Covered Persons on leave with home access are not exempt from the pre-clearance requirements.

	•		Transactions effected in any account in which the Covered Person may have a beneficial interest, but no direct or indirect Influence or Control of investment or trading activity, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

	•		Transactions effected pursuant to an Automatic Investment Plan. Note this does not include transactions that override or otherwise depart from the pre-determined schedule or allocation features of the investment plan. This will include individual transactions effected pursuant to a 10b-5-1 Plan implemented for corporate executives who qualify for such plans, however the initial plan must be submitted to Compliance for approval, and Compliance must be notified if any changes are made to the pre-determined investment scheme.

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Revised 3/12/10

	•		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.

	•		Transactions that are involuntary on the part of the Covered Person (e.g., stock splits, automatic conversions).

	•		Such other transactions as the Committee shall approve in their sole discretion, provided that Compliance shall find that such transactions are consistent with the Statement of General Principles of this Code and applicable law. The Committee shall maintain a record of the approval and will communicate to the Covered Person’s manager(s).

Part III

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Part IV — Administration and Reporting Requirements

A. Annual Code Coverage Acknowledgment and Compliance Certification

All Covered Persons will annually furnish acknowledgment of coverage (including Family/Household Members) under, and certification of compliance with, this Code. Copies of this Code and any amendments to the Code are required to be provided to all Covered Persons. All Covered Persons are required to provide acknowledgment of their receipt of the Code and any amendments.

B. Reporting Requirements for Covered Persons

You must report holdings of you and your Family/Household Members of Reportable Securities and Reportable Funds .

You must also report accounts in which you or any Family/Household Member have direct or indirect ownership interest that are capable of holding Reportable Securities or Reportable Funds, including accounts such as those with broker-dealers, banks, fund companies and insurance companies (“ Investment Accounts ”), as well as 529 Plans. Therefore, even if an Investment Account does not currently contain Reportable Securities or Reportable Funds, you are obligated to report the existence of such Investment Account if it has the capacity to hold such securities.

The information you report regarding your Investment Accounts and holdings of Reportable Securities and Reportable Funds must not be more than 45 days old. With the exception of Ameriprise/CMIA and Threadneedle Associates covered under the CMIA Investment Adviser or Threadneedle Codes of Ethics, who shall follow the procedures described in Part VI of this Code, such reporting by all other Covered Persons is required as follows:

	•		By the 10 ^th calendar day after becoming a Covered Person, you must report such holdings, acknowledge that you have read and understand this Code, that you understand that it applies to you and to your Family/Household Members and that you understand that you are a Covered Person (and, if applicable, an Investment Person) under the Code (Form A).

	•		By the 25 ^th calendar day following the end of the calendar quarter, all Covered Persons are required to provide Compliance with a report of their Investment Accounts (including Investment Accounts opened during the quarter) and all transactions, whether automatic or voluntary, in Reportable Securities and Reportable Funds during the quarter (Form B).

	•		By the 25 ^th calendar day after the end of the calendar year, Covered Persons are required to provide Compliance with a detailed annual report of their holdings of any Reportable Securities and Reportable Funds (Form C).

Each Covered Person shall cause every broker-dealer or investment services provider with whom he or she (or a Family/Household Member) maintains an Investment Account to provide duplicate periodic statements and trade confirmations to Compliance for all accounts holding or transacting trades in Reportable Securities or Reportable Funds, with the exception

Part IV

CWAM Code of Ethics
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of 529 Plans, which must be reported but do not necessitate providing duplicate statements. All duplicate statements and confirmations should be sent to the following address:

Compliance Department
Columbia Wanger Asset Management
227 W. Monroe Street, Suite 3000
Chicago, IL 60606

C. Exceptions from the above Reporting Requirements

The designation of any Covered Person on an official leave of absence will be reviewed by the CCO to determine whether the individual should still be considered a Covered Person. The CCO will consider factors such as whether the employee continues to have password access to electronic firm and client data and whether the employee continues to be in contact with other Covered Persons at the firm. If the CCO determines the individual is not a Covered Person, the individual will be exempt from the above reporting requirements while on leave. However, any Covered Person on an official leave of absence with such access will be responsible for the above reporting.

The following Investment Accounts do not need to be reported, and therefore transactions within these accounts also do not need to be reported:

	•		BAC and Ameriprise Retirement Plans

	•		Company-Directed 401(k) Plans (provided they are not capable of holding any Reportable Funds or Reportable Securities)

	•		Accounts in which a Covered Person has Beneficial Ownership but not investment discretion, Influence or Control, such as a blind trust or third-party advised discretionary account. Accounts managed by another Covered Person do not qualify for this exemption.

D. Code Administration

The Committee has charged Compliance with the responsibility of day-to-day administration of this Code. Compliance will quarterly provide reports to the Committee that will include all material violations noted during the period. The quarterly report will include associate name, job title, manager name, description of the violation, and a record of any recommended sanction.

The CCO shall report any relevant issues to the respective Fund CCO and mutual fund board of trustees as required by Rule 17j-1 of the Investment Company Act and such fund’s code of ethics.

Part IV

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Part V — Penalties for Non-Compliance

Upon discovering a violation of the Code, Compliance shall take whatever remedial steps it deems necessary and available to correct an actual or apparent conflict (e.g., trade reversal, etc.). Following those corrective efforts, the Committee may impose sanctions if, based upon all of the facts and circumstances considered, such action is deemed appropriate. The magnitude of these penalties varies with the severity of the violation, although repeat offenders will likely be subjected to harsher punishment. It is important to note that violations of the Code may occur without employee fault (e.g., despite pre-clearance). In those cases, punitive action may not be warranted, although remedial steps may still be necessary. Violations of the Code include, but are not limited to the following:

	•		Execution of a personal securities transaction without pre-clearance;

	•		Execution of a personal securities transaction with pre-clearance, but Client account activity in the same issuer occurs within seven days of the employee’s personal securities transaction;

	•		Execution of a personal securities transaction after being denied approval;

	•		Profiting from short-term trading of Reportable Securities (60 calendar days);

	•		Trading Reportable Funds in violation of the 60 day restriction;

	•		Failure to disclose the opening or existence of an Investment Account;

	•		Failure to obtain prior approval of a purchase of an IPO or shares in a Limited Offering; and

	•		Failure to timely complete and return periodic certifications and acknowledgments.

The Committee will consider the specific facts and circumstances of any violations and will determine appropriate sanctions. Factors to be considered during any review would include but are not limited to:

	•		Whether the act or omission was intentional or voluntary;

	•		Whether mitigating or aggravating factors existed;

	•		The person’s history or prior violations of the Code;

	•		The person’s cooperation, acknowledgment of transgression and demonstrable remorse;

	•		The person’s position within the firm (i.e., whether the employee is deemed to be a Covered Person or Investment Person);

	•		Whether the person transacted in the security of an issuer in which his/her product area has invested or could invest;

	•		Whether the person was aware of any information concerning an actual or contemplated investment in that same issuer for any Client account; and

	•		Whether the price at which the personal securities transaction was effected was more advantageous than the price at which the Client transaction in question was effected.

The type of sanctions to be imposed include, but are not limited to, oral or written warnings, trade reversals, disgorgement of profits, monetary fines, suspension or termination of personal

Part V

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trading privileges and employment suspension or termination. Failure to adhere to the Code provisions and cooperate with Compliance could also affect a person’s performance review, potentially having an impact on compensation.

Part V

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Part VI —Code Requirements for Ameriprise/CMIA and Threadneedle Associates

(Note: This section of the Code is applicable only to Ameriprise and Threadneedle associates who have been so notified, and are subject to either the CMIA Investment Adviser Code of Ethics, or the Threadneedle Code of Ethics. Employees of CWAM and other Ameriprise associates should disregard this section.)

Ameriprise/CMIA and Threadneedle associates, who have access to CWAM information (“associates with CWAM access”), are considered Covered Persons under the Columbia Wanger Asset Management (CWAM) Code of Ethics. As these associates are also subject to the Codes of Ethics of Ameriprise/CMIA and Threadneedle, respectively, they shall only be subject to certain requirements of the CWAM Code in order to be in compliance, as identified in this Part VI of the Code. It is understood that the Ameriprise/CMIA and Threadneedle Codes of Ethics have been drafted and applied to satisfy the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 of the Investment Company Act of 1940 (the “Investment Company Act”). The following procedures under the CWAM Code are being applied to Ameriprise/CMIA and Threadneedle associates as a method to prevent and monitor for front-running against CWAM Client Accounts, or the appearance of front-running or any other inherent conflict of interest between fulfilling a fiduciary duty to clients and personal investing.

Ameriprise/CMIA and Threadneedle associates with CWAM access are required to sign an initial certification acknowledging their coverage under certain elements of the CWAM Code, re-certify annually, and pre-clear their personal transactions in Reportable Securities through CWAM Compliance. All other requirements of the Code shall be satisfied by their coverage under their respective Codes, however, the sanctions outlined in Part V shall still apply in the event a Code violation occurs. All bold terms within shall have the definition set forth in Appendix B of this Code, and pre-clearance requirements extend to any accounts or investments over which the Covered Person has Beneficial Ownership , as defined in Appendix A. Procedures are outlined below to allow Ameriprise and Threadneedle associates to meet their pre-clearance requirements as Covered Persons. By certifying to the CWAM Code of Ethics, Ameriprise/CMIA and Threadneedle associates agree to the procedures that hereby follow.

A. Pre-clearance of Transactions

The following procedures should be used by Ameriprise/CMIA and Threadneedle associates with CWAM access to pre-clear personal transactions in Reportable Securities (except exempt transactions covered in Part III C of the CWAM Code of Ethics, or transactions in corporate securities of Ameriprise Financial).

Pre-clearance Procedures

Step 1: Request authorization from CWAM Compliance to purchase or sell a Reportable Security, by sending an email to

dg.227W-CWAM_Personal_Trading@bankofamerica.com

Step 2: In the email request, indicate what security you are intending to purchase or sell, and the ticker symbol of the security.

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Step 3: Await confirmation for pre-clearance from CWAM Compliance to continue the pre-clearance process.

Step 4: If pre-clearance is received from CWAM Compliance, you must also pre-clear your transaction according to the Ameriprise/CMIA or Threadneedle Codes, as applicable. If pre-clearance is denied you may not place your transaction.

Step 5: Please retain a copy of the pre-clearance confirmation from CWAM Compliance for your records.

B. Reporting and Certifications

1. Initial Certification

Ameriprise/CMIA and Threadneedle associates with CWAM access must complete an Initial Certification (Form A) and return it to CWAM within 10 days of becoming a Covered Person under the CWAM Code. Associates need not list their personal accounts and securities holdings along with Form A, but CWAM will be able to access this information through Ameriprise and Threadneedle Compliance, as needed.

2. Annual Certification

Ameriprise and Threadneedle associates with CWAM access must complete an Annual Recertification (Form C) and return it to CWAM within 25 days of year-end. In doing so, associates with CWAM access affirm their understanding of certain elements of the Code and acknowledge and accept their responsibilities. Associates with CWAM access do not need to list their holdings on Form C, but must certify that they have reported their holdings as required by the Ameriprise/CMIA or Threadneedle Codes.

3. Quarterly Reporting

Ameriprise/CMIA and Threadneedle associates with CWAM access are not required to supply CWAM with a holdings or transaction report each quarter, however CWAM may access trade information from Ameriprise or Threadneedle Compliance.

C. Penalties for Non-Compliance

Ameriprise and Threadneedle associates with CWAM access who fail to comply with the pre-clearance procedures described in this section of the CWAM Code of Ethics, or fail to supply an annual certification, will be considered to be in violation of the CWAM Code of Ethics. The acts or failures to act in accordance with the CWAM Code of Ethics will be reviewed by the CWAM Code of Ethics Committee, and the associate will be subject to potential sanctions as described in Part V of the Code. These sanctions may or may not be in addition to any imposed by Ameriprise or Threadneedle for a Code violation.

CWAM Code of Ethics
Revised 3/12/10

Appendix A — Beneficial Ownership

You should carefully read this Appendix A to determine securities that are deemed to be beneficially owned by you for purposes of the Code. The definition of “Beneficial Ownership” for purposes of the Code is very broad and may include securities you would not intuitively consider to be owned by you. You should review this entire Appendix A and if you have any questions as to whether you beneficially own a security for purposes of the Code, contact the Compliance Department

For purposes of this Appendix A, the term “you” includes members of your immediate family sharing the same household with you. Your “immediate family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). The term “you” also includes any immediate family member not living in your household if the family member is economically dependent upon you.

Definitions

Beneficial Ownership . For purposes of the Code, you are deemed to have “Beneficial Ownership” of a security if you have: (i) a Pecuniary Interest in such security and Influence or Control over such security or (ii) Influence or Control over such security and such Influence or Control arises outside of your regular employment duties.

Pecuniary Interest . The term “Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities whether through any contract, arrangement, understanding, relationship or otherwise. This standard looks beyond the record owner of securities to reach the substance of a particular arrangement. You not only have a Pecuniary Interest in securities held by you for your own benefit, but also securities held (regardless of whether or how they are registered) by others for your benefit, such as securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes any security owned by an entity directly or indirectly controlled by you.

Influence or Control . To have “Influence or Control” over a security, you must have an ability to prompt, induce or otherwise effect transactions in the security. Whether you have influence or control over a security is based upon the facts and circumstances of each case; however, the determining factor in each case will be whether you have an ability to prompt, induce or otherwise effect transactions in the security.

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Examples of How the Definition of Beneficial Ownership is Applied

Set forth below are some examples of how the definition of Beneficial Ownership is applied in different contexts.

	•		Family Holdings. You are deemed to have Beneficial Ownership of securities held by members of your immediate family sharing the same household with you. Your “immediate family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). You are deemed to have Beneficial Ownership of securities held by an immediate family member not living in your household if the family member is economically dependent upon you.

	•		Partnership and Corporate Holdings. You are deemed to have Beneficial Ownership of securities held by an entity you directly or indirectly control. If you are a limited partner in a partnership, you will generally not be deemed to have Beneficially Ownership of securities held by such limited partnership, provided that you do not own a controlling voting interest in the partnership. If you own or otherwise control a corporation, limited liability company or other legal entity, you will be deemed to have Beneficial Ownership of such entity’s securities.

	•		Trusts. You are deemed to have Beneficial Ownership of securities held by a trust if you control the trust or if you have the ability to prompt, induce or otherwise effect transactions in securities held by the trust. For example, you would be deemed to have Beneficial Ownership of securities held by a trust if you have the power to revoke the trust without the consent of another person, or if you have actual or de facto investment control over the trust. In a typical blind trust, you would not be deemed to have Beneficial Ownership of the securities held by the trust.

	•		Estates. You are typically not deemed to have Beneficial Ownership of securities held by executors or administrators in estates in which you are a legatee or beneficiary unless, under the facts and circumstances, you have the ability to prompt, induce or otherwise effect transactions in the securities held by the estate. You are typically deemed to have Beneficial Ownership of securities held by an estate if you act as the executor or administrator of such estate and, under the facts and circumstances, you have the ability to prompt, induce or otherwise effect transactions in the securities held by the estate.

	•		Where You Have Given Investment Discretion to Another Party. You are typically not deemed to have Beneficial Ownership of securities managed by someone other than yourself where you have given such party sole investment discretion. For example, you are not deemed to have Beneficial Ownership of securities held in an account at the Private Bank or BAI if the Private Bank or BAI exercises sole investment discretion with respect to such securities.

	•		Where You Have Received Investment Discretion from Another Party Outside of Your Employment. You are typically deemed to have Beneficial Ownership of securities held in an account or other vehicle if you manage such account or other vehicle outside of your employment, even if you do not have an economic interest in such securities. For example, you are deemed to have Beneficial Ownership of securities held in a brokerage account if you have a power of attorney with respect to the account. Similarly, you are deemed to have Beneficial Ownership of securities held in an Education Trust if you

CWAM Code of Ethics
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have an ability to prompt, induce or otherwise effect transactions in such securities, even if you do not have an economic interest in the asset of the trust.

CWAM Code of Ethics
Revised 3/12/10

Appendix B — Definitions

Terms used in this Code that are capitalized and bolded have a special meaning. To understand the Code, you need to understand the definitions of these terms below.

“ Ameriprise Retirement Plan ” means any retirement plan sponsored by Ameriprise for the benefit of its employees.

“Automatic Investment Plan ” means a plan or other program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a pre-determined schedule and allocation. These may include payroll deduction plans, issuer dividend reinvestment programs, 401(k) automatic investment plans, or the annual vesting of units into shares in a Mutual Fund Incentive Program.

“ BAC ” means Bank of America Corporation and its affiliates.

“ Being Considered for Purchase or Sale ” — a security is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated or, with respect to the person making the recommendation, when such person decides to make the recommendation.

“ Beneficial Ownership ” has the meaning set forth in Appendix A, and refers to securities not only held by a Covered Person for his or her benefit, but also held by others for his or her benefit in an account over which the Covered Person has Influence or Control.

“ CCO ” means CWAM’s Chief Compliance Officer or his/her designee.

“ Client ” means any entity to which CWAM provides financial services.

“ Client Account ” means any investment management account or fund for which CWAM acts as investment advisor or sub-advisor.

“ Closed-end Fund ” refers to a registered investment company whose shares are publicly traded in a secondary market rather than directly with the fund.

“CMIA” means Columbia Management Investment Advisers, LLC.

“ Company-Directed 401(k) Plan” means a 401(k) plan that offers a limited number of investment options consisting solely of mutual funds in which one directs their investments. A 401(k) plan whereby the participant may direct stock investments is not a Company-Directed 401(k) Plan for purposes of this Code.

“ Covered Person ” is a person to whom this Code applies, including but not limited to CWAM officers, employees, and support partners.

“ Family Holdings ” and “ Family/Household Member ” refer to immediate family, sharing the same household as a Covered Person, or a family member outside of the household who is economically dependent on the Covered Person.

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“ Federal Securities Laws ” means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a —mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999)), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 —5314; 5316 — 5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of Treasury.

“ Influence or Control ” has the meaning set forth in Appendix A, and refers to a person’s direct or indirect ability to affect the management of securities.

“ Investment Account ” means an account comprising all or a part of a person’s portfolio, held with a broker-dealer, bank, fund company, insurance company, or other entity capable of administering holdings of securities and funds on behalf of a client.

“ Investment Person ” refers to a Covered Person whose knowledge and influence on Client Accounts as a portfolio manager or research analyst necessitates the imposition of additional obligations and responsibilities under the Code.

“ IPO ” generally refers to a company’s first offer of shares to the public. Specifically, an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

“ Late Trading ” is the illegal trading of mutual funds wherein an order is placed after the fund is closed for the day and the transaction is priced using the closing price for that day.

“ Limited Offering ” generally refers to an offering of securities that is not offered to the public and includes an offering that is exempt from registration under the Securities Act of 1933 pursuant to Sections 4(2) or 4(6) of, or Regulation D under, the Securities Act of 1933.

“ Market Timing ” is the repeated buying, selling, or exchanging of fund shares by an individual or entity within short periods of time to take advantage of short-term differentials in the net asset values of such funds. This practice can occur in direct purchases and sales of fund shares, or through rapid reallocation of funds held in 401(k) plans or variable annuity or life policies.

“ Reportable Fund ” means shares of any open-end mutual fund registered under the Investment Company Act, other than money market funds or other short-term bond funds, whose investment adviser, sub-adviser or principal underwriter is controlled by Ameriprise Financial. The following companies are deemed to be controlled by Ameriprise for purposes of this Code: Columbia Management Investment Advisers, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Pte. Ltd., Columbia Wanger Asset Management LP, , A list of Reportable Funds as of the date of the last revision of this Code is attached hereto as Appendix D.

“ Reportable Security ” includes corporate securities, Closed-end Funds, options on securities, warrants, rights, exchange traded funds, foreign government debt obligations, and municipal securities, including 529 Plans. Reportable Securities therefore include anything that is considered a “security” under the Investment Advisers Act, but do not include:

CWAM Code of Ethics
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1.		Direct obligations of the United States Federal Government.

2.		Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

3.		Insurance company general accounts (short-term cash equivalent options of a variable life insurance policy).

4.		Shares of a money market fund or other short-term income or short-term bond funds. 5. Shares of any open-end mutual fund, including any shares of a Reportable Fund.

6.		Futures and options on futures. However, a proposed trade in a “single stock future” (a security future which involves a contract for sale for future delivery of a single security) is subject to the Code’s pre-clearance requirement.

If you have any question or doubt about whether an investment is a Reportable Security under this Code, ask Compliance.

CWAM Code of Ethics
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Appendix C — Other CWAM and Ameriprise Policies

•		CWAM Statement of Operations and Supervisory Procedures Manual

•		CWAM Information Wall Policy

•		CWAM Misuses of Material Nonpublic Information Policy

•		CWAM Portfolio Holdings Disclosure Policy

•		CWAM Gifts and Entertainment Policy

•		Ameriprise Limited Choice Policy

•		CMIA Investment Adviser Code of Ethics

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Revised 3/12/10

Appendix D — Reportable Funds

“Reportable Fund” means shares of any open-end investment company registered under the Investment Company Act, other than money market funds or other short-term bond funds, whose investment adviser, sub-adviser or principal underwriter is controlled by Ameriprise Financial. The following companies are deemed to be controlled by Ameriprise for purposes of this Code: Columbia Management Investment Advisors, LLC, Columbia Management Investment Distributors, Inc., Columbia Management Pte. Ltd., Columbia Wanger Asset Management LP,

RIVERSOURCE MUTUAL FUNDS — RETAIL

RiverSource 120/20 Contrarian Equity Fund
RiverSource Absolute Return Currency & Income Fund
RiverSource Balanced Fund
RiverSource California Tax-Exempt Fund
RiverSource Cash Management Fund
RiverSource Disciplined Equity Fund
RiverSource Disciplined International Equity Fund
RiverSource Disciplined Large Cap Growth Fund
RiverSource Disciplined Large Cap Value Fund
RiverSource Disciplined Small & Mid Cap Equity Fund
RiverSource Disciplined Small Cap Value Fund
RiverSource Diversified Bond Fund
RiverSource Diversified Equity Income Fund
RiverSource Dividend Opportunity Fund
RiverSource Emerging Markets Bond Fund
RiverSource Equity Value Fund
RiverSource Floating Rate Fund
RiverSource Global Bond Fund
RiverSource Government Money Market Fund
RiverSource High Yield Bond Fund
RiverSource Income Opportunities Fund
RiverSource Inflation Protected Securities Fund
RiverSource Intermediate Tax-Exempt Fund
RiverSource Limited Duration Bond Fund
RiverSource Mid Cap Growth Fund
RiverSource Mid Cap Value Fund
RiverSource Minnesota Tax-Exempt Fund
RiverSource New York Tax-Exempt Fund
RiverSource Partners Aggressive Growth Fund
RiverSource Partners Select Value Fund
RiverSource Partners Small Cap Equity Fund
RiverSource Partners Small Cap Growth Fund
RiverSource Precious Metals and Mining Fund
RiverSource Real Estate Fund
RiverSource Recovery & Infrastructure Fund
RiverSource S&P 500 Index Fund
RiverSource Short Duration U.S. Government Fund
RiverSource Short-Term Cash Fund
RiverSource Small Company Index Fund
RiverSource Strategic Allocation Fund
RiverSource Strategic Income Allocation Fund
RiverSource Tax-Exempt Bond Fund
RiverSource Tax-Exempt High Income Fund
RiverSource Tax-Exempt Money Market Fund
RiverSource U.S. Government Mortgage Fund
Seligman California High-Yield Municipal Fund
Seligman California Quality Municipal Fund
Seligman Capital Fund
Seligman Communications & Information Fund
Seligman Frontier Fund
Seligman Global Technology Fund
Seligman Growth Fund
Seligman Large-Cap Value Fund
Seligman Minnesota Municipal Fund
Seligman National Municipal Fund
Seligman New York Municipal Fund
Seligman Smaller-Cap Value Fund
Seligman TargETFund 2015
Seligman TargETFund 2025
Seligman TargETFund 2035
Seligman TargETFund 2045
Seligman TargETFund Core
Threadneedle Global Equity Income Fund
Threadneedle Asia Pacific Fund
Threadneedle Emerging Markets Fund
Threadneedle European Equity Fund
Threadneedle Global Equity Fund
Threadneedle Global Extended Alpha Fund
Threadneedle International Opportunity Fund

CWAM Code of Ethics
Revised 3/12/10

RIVERSOURCE HEDGE FUNDS

Integrity Boston Fund, L.P.
Seligman Financial Spectrum
Seligman Global Tech Spectrum Master Fund
Seligman Health Spectrum Master Fund
Seligman Health Spectrum Plus Fund
Seligman Spectrum Focus Master Fund
Seligman Spectrum Focus Master Fund — Cash
Seligman Spectrum Focus Master Fund — Consumer
Seligman Spectrum Focus Master Fund — Health Care
Seligman Spectrum Focus Master Fund — Technology
Seligman Tech Spectrum Fund
Seligman Technology 130/30 Fund

RIVERSOURCE MUTUAL FUND — VP

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 — 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
Seligman Capital Portfolio
Seligman Common Stock Portfolio
Seligman Communications & Information Portfolio
Seligman Global Technology Portfolio
Seligman Investment Grade Fixed Income Portfolio
Seligman Large-Cap Value Portfolio
Seligman Smaller-Cap Value Portfolio
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

COLUMBIA MUTUAL FUNDS

Columbia Acorn Fund
Columbia Acorn International Fund
Columbia Acorn International Select Fund
Columbia Acorn Select Fund
Columbia Acorn USA Fund
Columbia Asset Allocation Fund
Columbia Asset Allocation Fund II
Columbia Balanced Fund
Columbia Blended Equity Fund
Columbia Bond Fund
Columbia CA Intermediate Muni Bond Fund
Columbia CA Tax-Exempt Fund
Columbia Conservative High Yield Fund
Columbia Contrarian Core Fund
Columbia Convertible Securities Fund
Columbia Core Bond Fund
Columbia CT Intermediate Muni Bond Fund
Columbia CT Tax-Exempt Fund
Columbia Disciplined Value Fund
Columbia Dividend Income Fund
Columbia Emerging Markets Fund
Columbia Energy & Nat Resources Fund
Columbia Federal Securities Fund
Columbia GA Intermediate Muni Bond Fund
Columbia Global Value Fund
Columbia Greater China Fund
Columbia High Income Fund
Columbia High Yield Municipal Fund
Columbia High Yield Opportunity Fund
Columbia Income Fund
Columbia Intermediate Bond Fund
Columbia Intermediate Municipal Bond Fund
Columbia International Bond Fund
Columbia International Growth Fund
Columbia International Stock Fund
Columbia International Value Fund
Columbia Large Cap Core Fund
Columbia Large Cap Enhanced Core Fund
Columbia Large Cap Growth Fund
Columbia Large Cap Index Fund
Columbia Large Cap Value Fund
Columbia Liberty Fund
Columbia LifeGoal Balanced Growth Portfolio
Columbia LifeGoal Growth Portfolio
Columbia LifeGoal Income & Growth Portfolio
Columbia LifeGoal Income Portfolio
Columbia MA Intermediate Muni Bond Fund
Columbia MA Tax-Exempt Fund
Columbia Marsico 21st Century Fund
Columbia Marsico Focused Equities Fund
Columbia Marsico Global Fund
Columbia Marsico Growth Fund
Columbia Marsico Intl Opportunities Fund

CWAM Code of Ethics
Revised 3/12/10

Columbia Masters International Equity Portfolio
Columbia MD Intermediate Muni Bond Fund
Columbia Mid Cap Core Fund
Columbia Mid Cap Growth Fund
Columbia Mid Cap Index Fund
Columbia Mid Cap Value Fund
Columbia Multi-Advisor Intl Equity Fund
Columbia NC Intermediate Muni Bond Fund
Columbia NJ Intermediate Muni Bond Fund
Columbia NY Intermediate Muni Bond Fund
Columbia NY Tax-Exempt Fund
Columbia OR Intermediate Muni Bond Fund
Columbia Overseas Value Fund
Columbia Pacific/Asia Fund
Columbia Real Estate Equity Fund
Columbia RI Intermediate Muni Bond Fund
Columbia SC Intermediate Muni Bond Fund
Columbia Select Large Cap Growth Fund
Columbia Select Opportunities Fund
Columbia Select Small Cap Fund
Columbia Short-Intermediate Bond Fund
Columbia Small Cap Core Fund
Columbia Small Cap Growth Fund I
Columbia Small Cap Growth Fund II
Columbia Small Cap Index Fund
Columbia Small Cap Value Fund I
Columbia Small Cap Value Fund II
Columbia Strategic Income Fund
Columbia Strategic Investor Fund
Columbia Tax-Exempt Fund
Columbia Technology Fund
Columbia Thermostat Fund
Columbia Total Return Bond Fund
Columbia U.S. Treasury Index Fund
Columbia VA Intermediate Muni Bond Fund
Columbia Value & Restructuring Fund
Columbia World Equity Fund

COLUMBIA RETIREMENT PORTFOLIOS

Columbia Retirement 2005 Portfolio
Columbia Retirement 2010 Portfolio
Columbia Retirement 2015 Portfolio
Columbia Retirement 2020 Portfolio
Columbia Retirement 2025 Portfolio
Columbia Retirement 2030 Portfolio
Columbia Retirement 2035 Portfolio
Columbia Retirement 2040 Portfolio

COLUMBIA VARIABLE PRODUCTS

Columbia Asset Allocation Fund, VS
Columbia Federal Securities Fund, VS
Columbia High Yield Fund, VS
Columbia International Fund, VS
Columbia Large Cap Growth VS
Columbia Large Cap Value Fund, VS
Columbia Marsico 21 Century Fund, VS
Columbia Marsico Focused Equities Fund, VS
Columbia Marsico Growth Fund, VS
Columbia Marsico Intl Opportunities Fund, VS
Columbia Mid Cap Growth Fund, VS
Columbia Mid Cap Value Fund, VS
Columbia S & P 500 Index Fund, VS
Columbia Select Large Cap Growth Fund, VS
Columbia Select Opportunities Fund, VS
Columbia Small Cap Value Fund, VS
Columbia Small Company Growth Fund, VS
Columbia Strategic Income Fund, VS
Columbia Value & Restructuring Fund, VS

SUB-ADVISED COVERED FUNDS

AEGON/Transamerica Series Trust
ATST Marsico Growth Fund
AIG — SunAmerica Series Trust
Sun America Series Trust Technology Port
Allianz Life Advisers, LLC — Allianz Variable Insurance Products Trust
AZL Columbia Mid Cap Value Fund
AZL Columbia Small Cap Value Fund
AZL Columbia Technology Portfolio
Calvert Variable Series Ameritas Mid-Cap Value Fund
ING USA Annuity and Life Insurance Company — ING Partners, Inc.
ING Columbia SCV II Portfolio
John Hancock Funds II Mid-Cap Value Equity Fund
John Hancock Trust Mid-Cap Value Equity Trust
John Hancock Funds Trust II
John Hancock Value & Restructuring Portfolio
John Hancock Trust
John Hancock Value & Restructuring Portfolio
Lincoln Variable Insurance Products Trust
LVIP Columbia Value Opportunities Fund
Nationwide Variable Insurance Trust Multi-Manager Mid-Cap Value Fund
Optimum Small-Mid Cap Growth Fund
Pacific Life — Pacific Select Fund
Pacific Select Fund — Technology Portfolio
Prudential Retirement Insurance and Annuity Company Mid-Cap Value

WANGER ADVISORS TRUST FUNDS

Wanger USA
Wanger Select
Wanger International
Wanger International Select

WANGER INVESTMENT COMPANY PLC.

Wanger U.S. Smaller Companies
Wanger European Smaller Companies

Exhibit (p)(26)

GOLDMAN, SACHS & CO.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
GOLDMAN SACHS HEDGE FUND STRATEGIES LLC
GS INVESTMENT STRATEGIES, LLC

CODE OF ETHICS

Effective Date: January 15, 2010
Revision of Policy Dated: May 12, 2009
Original Date: January 23, 1991

I. DEFINITIONS

	A.		“Access Person” with respect to Goldman, Sachs & Co. (“GS&Co.”), the principal underwriter of any Investment Company (as defined below), means any director, officer or general partner who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by any Investment Company or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Investment Company regarding the purchase or sale of Covered Securities.

			“Access Person” with respect to Goldman Sachs Asset Management, L.P. (“GSAM”), Goldman Sachs Asset Management International (“GSAMI”), Goldman Sachs Hedge Fund Strategies LLC (“HFS”) and GS Investment Strategies, LLC (“GSIS”) means any of their Supervised Persons (as defined below) who: (1) has access to (a) non-public information regarding any client’s purchase or sale of securities, or (b) non-public information regarding the portfolio holdings of any Reportable Fund (as defined below) or (2) is involved in making securities recommendations to clients or who has access to such recommendations that are non-public. For these purposes, all GSAM, GSAMI, HFS and GSIS directors, officers and partners are considered to be Access Persons. In addition, “Access Person” means (1) any employee of GSAM, GSAMI, HFS or GSIS (and any director, officer, general partner or employee of any company in a control relationship to GSAM, GSAMI, HFS or GSIS) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a Covered Security by an Investment Company, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (2) any natural person in a control relationship to the Adviser who obtains information concerning the recommendations made to an Investment Company with regard to the purchase or sale of a Covered Security by an Investment Company.

	B.		“Adviser” means each of GSAM, GSAMI, HFS and GSIS and, so long as it serves as principal underwriter to any Investment Company, the Goldman Sachs Asset Management unit of GS&Co.

	C.		“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.

	D.		“Beneficial Ownership” of a security shall be interpreted in the same manner as it would be under Rule 16a-1 (a) (2) under the Securities Exchange Act of 1934, as amended (the “Securities 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 promulgated thereunder.

	E.		“Board of Trustees” means the board of trustees, directors or managers, including a majority of the disinterested trustees/directors/managers, of any Investment Company for which an Adviser serves as an investment adviser, sub-adviser or principal underwriter.

	F.		“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended (the “Investment Company Act”). Section 2(a)(9) generally provides that “control” means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

	G.		“Covered Security” means a security as defined in Section 202(a)(18) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) or Section 2(a)(36) of the Investment Company Act, and open-end ETF shares and UIT ETF shares, except that it does not include: (1) direct obligations of the Government of the United States; (2) banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (any instrument having a maturity at issuance of less than 366 days and that is in one of the two highest rating categories of a nationally recognized statistical rating organization), including repurchase agreements; (3) shares issued by money market funds registered under the Investment Company Act; (4) shares issued by open-end investment companies registered under the Investment Company Act other than Reportable Funds; and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end investment companies registered under the Investment Company Act, none of which are Reportable Funds.

	H.		“Exchange-traded fund (ETF)” means an investment company registered under the Investment Company Act as a unit investment trust (“UIT ETF”) or as an open-end investment company (“open-end ETF”) that is comprised of a basket of securities to replicate a securities index or subset of securities underlying an

			index. ETFs are traded on securities exchanges and in the over-the-counter markets intra-day at negotiated prices.

	I.		“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission (the “Commission”) under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

	J.		“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.

	K.		“Investment Company” means a company registered as such under the Investment Company Act, or any series thereof, for which the Adviser is the investment adviser, sub-adviser or principal underwriter.

	L.		“Investment Personnel” of the Adviser means (i) any employee of the Adviser (or of any company in a control relationship to the Adviser) 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 an Investment Company or (ii) any natural person who controls the Adviser and who obtains information concerning recommendations made to an Investment Company regarding the purchase or sale of securities by an Investment Company.

	M.		A “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.

	N.		“Purchase or sale of Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security or any security that is exchangeable for or convertible into another Covered Security.

	O.		“Reportable Fund” means any investment company registered under the Investment Company Act for which the Adviser serves as an investment adviser as defined in Section 2(a)(20) of the Investment Company Act or any investment company registered under the Investment Company Act whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser or is under common control with the Adviser.

	P.		“Review Officer” means the officer of the Adviser designated from time to time by the Adviser to receive and review reports of purchases and sales by Access Persons. The term “Alternative Review Officer” means the officer of the Adviser

			designated from time to time by the Adviser to receive and review reports of purchases and sales by the Review Officer, and who shall act in all respects in the manner prescribed herein for the Review Officer. It is recognized that a different Review Officer and Alternative Review Officer may be designated with respect to each Adviser.

	Q.		“Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of GSAM, GSAMI, HFS or GSIS or other person who provides investment advice on behalf of GSAM, GSAMI, HFS or GSIS and is subject to the supervision and control of GSAM, GSAMI, HFS or GSIS.

	R.		A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation. With respect to an analyst of the Adviser, the foregoing period shall commence on the day that he or she decides to recommend the purchase or sale of the security to the Adviser for an Investment Company.

	S.		A security is “held or to be acquired” if within the most recent 15 days it (1) is or has been held by the Investment Company, or (2) is being or has been considered by the Adviser for purchase by the Investment Company, and (3) includes any option to purchase or sell and any security convertible into or exchangeable for a security described in (1) or (2).

II. LEGAL REQUIREMENTS

Section 17(j) of the Investment Company Act provides, among other things, that it is unlawful for any affiliated person of the Adviser to engage in any act, practice or course of business in connection with the purchase or sale, directly or indirectly, by such affiliated person of any security held or to be acquired by an Investment Company in contravention of such rules and regulations as the Commission may adopt to define and prescribe means reasonably necessary to prevent such acts, practices or courses of business as are fraudulent, deceptive or manipulative. Pursuant to Section 17(j), the Commission has adopted Rule 17j-1 which provides, among other things, that it is unlawful for any affiliated person of the Adviser in connection with the purchase or sale, directly or indirectly, by such person of a Covered Security held or to be acquired by an Investment Company:

	(1)		To employ any device, scheme or artifice to defraud such Investment Company;

	(2)		To make any untrue statement of a material fact to such Investment Company or omit to state a material fact necessary in order to make the statements made to such Investment Company, in light of the circumstances under 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 upon any such Investment Company; or

	(4)		To engage in any manipulative practice with respect to such Investment Company.

Similarly, Section 206 of the Investment Advisers Act provides that it is unlawful for any investment adviser, directly or indirectly:

	(1)		To employ any device, scheme or artifice to defraud any client or prospective client;

	(2)		To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client; or

	(3)		To engage in any act, practice or course of business which is fraudulent, deceptive or manipulative.

In addition, Section 204A of the Investment Advisers Act requires the Adviser to establish written policies and procedures reasonably designed to prevent the misuse in violation of the Investment Advisers Act or Securities Exchange Act or rules or regulations thereunder of material, non-public information by the Adviser or any person associated with the Adviser. Pursuant to Section 204A, the Commission has adopted Rule 204A-1 which requires the Adviser to maintain and enforce a written code of ethics.

III. STATEMENT OF POLICY

It is the policy of the Adviser that the Adviser and its Supervised Persons shall comply with applicable Federal Securities Laws and that no Supervised Person shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1 under the Investment Company Act or Sections 204 and 206 of the Investment Advisers Act. No Supervised Person shall engage in, or permit anyone within his or her control to engage in, any act, practice or course of conduct which would operate as a fraud or deceit upon, or constitute a manipulative practice with respect to, an Investment Company or other investment advisory clients or an issuer of any security owned by an Investment Company or other investment advisory clients. In addition, the fundamental position of the Adviser is, and has been, that each Access Person shall place at all times the interests of each Investment Company and its shareholders and all other investment advisory clients first in conducting personal securities transactions. Accordingly, private securities transactions by Access Persons of the Adviser must be conducted in a manner consistent with this Code and so as to avoid any actual or potential conflict of interest or any abuse of an Access Person’s position of trust and responsibility. Further, Access Persons should not take inappropriate advantage of their positions with, or relationship to, any Investment Company, any other investment advisory client, the Adviser or any affiliated company.

Without limiting in any manner the fiduciary duty owed by Access Persons to the Investment Companies under the provisions of this Code, it should be noted that purchases and sales may be made by Access Persons in the marketplace of securities owned by the Investment Companies; provided, however, that such securities transactions comply with the spirit of, and the specific restrictions and limitations set forth in, this Code. Such personal securities transactions should also be made in amounts consistent with the normal investment practice of the person involved and with an investment, rather than a trading, outlook. Not only does this policy encourage investment freedom and result in investment experience, but it also fosters a continuing personal interest in such investments by those responsible for the continuous supervision of the Investment Companies’ portfolios. It is also evidence of confidence in the investments made. In making personal investment decisions with respect to any security, however, extreme care must be exercised by Access Persons to ensure that the prohibitions of this Code are not violated. Further, personal investing by an Access Person should be conducted in such a manner so as to eliminate the possibility that the Access Person’s time and attention is being devoted to his or her personal investments at the expense of time and attention that should be devoted to management of an Investment Company’s or other investment advisory client’s portfolio. It bears emphasis that technical compliance with the procedures, prohibitions and limitations of this Code will not automatically insulate from scrutiny personal securities transactions which show a pattern of abuse by an Access Person of his or her fiduciary duty to any Investment Company or other investment advisory clients.

Every Supervised Person shall promptly report any violation of this Code of Ethics to the Adviser’s chief compliance officer and the Review Officer.

IV. EXEMPTED TRANSACTIONS

The Statement of Policy set forth above shall be deemed not to be violated by and the prohibitions of Section V.A(1) and (2) of this Code shall not apply to:

	A.		Purchases or sales of securities effected for, or held in, any account over which the Access Person has no direct or indirect influence or control;

	B.		Purchases or sales of securities which are not eligible for purchase or sale by an Investment Company or other investment advisory clients;

	C.		Purchases or sales of securities which are non-volitional on the part of the Access Person, an Investment Company or other investment advisory clients;

	D.		Purchases or sales of securities which are part of an Automatic Investment Plan provided that no adjustment is made by the Access Person to the rate at which securities are purchased or sold, as the case may be, under such a plan during any period in which the security is being considered for purchase or sale by an Investment Company or other investment advisory clients;

	E.		Purchases of securities 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;

	F.		Tenders of securities pursuant to tender offers which are expressly conditioned on the tender offer’s acquisition of all of the securities of the same class;

	G.		Purchases or sales of publicly-traded shares of companies that have a market capitalization in excess of $5 billion;

	H.		Chief Investment Officer (“CIO”) signature approved de minimis per day purchases or sales ($50,000 or less) of publicly traded shares of companies that have a 10-day average daily trading volume of at least $1 million, subject to the following additional parameters:

	(1)		Access Persons must submit a current (same day) printout of a Yahoo Finance, Bridge or Bloomberg (or similar service) screen with the minimum 10-day average daily trading volume information indicated;

	(2)		No Access Person (together with related accounts) may own more than ¹ / 2 of 1% of the outstanding securities of an issuer;

	(3)		Multiple trades of up to $50,000 on different days are permitted so long as each day the trade is approved; and

	(4)		A security purchased pursuant to this exemption must be held for a minimum of 360 days prior to sale unless it appears on the Adviser’s “$5 billion” Self Pre-Clearance Securities List or normal pre-clearance pursuant to Section VII of this Code is obtained, in which case the security must be held for at least 30 days prior to sale.

	I.		Purchases or sales of securities with respect to which neither an Access Person, nor any member of his or her immediate family as defined in Rule 16a-1(c) under the Exchange Act, has any direct or indirect influence, control or prior knowledge, which purchases or sales are effected for, or held in, a “blind account.” For this purpose, a “blind account” is an account over which an investment adviser exercises full investment discretion (subject to account guidelines) and does not consult with or seek the approval of the Access Person, or any member of his or her immediate family, with respect to such purchases and sales; and

	J.		Other purchases or sales which, due to factors determined by the Adviser, only remotely potentially impact the interests of an Investment Company or other investment advisory clients because the securities transaction involves a small number of shares of an issuer with a large market capitalization and high average daily trading volume or would otherwise be very unlikely to affect a highly institutional market.

V. PROHIBITED PURCHASES AND SALES

While the scope of actions which may violate the Statement of Policy set forth above cannot be exactly defined, such actions would always include at least the following prohibited activities:

(1)

No Access Person shall purchase or sell, directly or indirectly, any Covered Security in which he or she has, or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale the Covered Security:

	(i)		is being considered for purchase or sale by an Investment Company or other investment advisory clients; or

	(ii)		is being purchased or sold by an Investment Company or other investment advisory clients.

	(2)		No Access Person shall enter an order for the purchase or sale of a Covered Security which an Investment Company or other investment advisory clients is purchasing or selling or considering for purchase or sale until the later of (i) the day after the Investment Company’s or other investment advisory clients’ transaction in that Covered Security is completed or (ii) such time as the Investment Company or other investment advisory clients is no longer considering the security for purchase or sale, unless the Review Officer determines that it is clear that, in view of the nature of the Covered Security and the market for such Covered Security, the order of the Access Person will not adversely affect the price paid or received by the Investment Company or other investment advisory clients. Any securities transactions by an Access Person in violation of this Subsection 2 must be unwound, if possible, and the profits, if any, will be subject to disgorgement based on the assessment of the appropriate remedy as determined by the Adviser.

			The preceding restrictions of this Section V.A(2) are not applicable to particular Access Persons with respect to transactions by Investment Companies or other advisory clients whose trading and holdings information is unavailable to such Access Persons due to the presence of an information barrier. Access Persons in GSIS and the Private Equity Group of GSAM for example, are generally “walled off” from non-public trading and holdings information of the Goldman Sachs Mutual Funds and other advisory clients. As a result, these Access Persons would not be subject to the restrictions of Section V.A(2) with respect to those particular client accounts.

(3)

No Access Person shall, in the absence of prior approval by the Review Officer, sell any Covered Security that was purchased, or purchase a Covered Security that was sold, within the prior 30 calendar days (measured on a last-in first-out basis).

In addition to the foregoing, the following provisions will apply to Access Persons of the Adviser:

(1)

No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of an Investment Company or other investment advisory clients) any information regarding securities transactions by an Investment Company or other investment advisory clients or consideration by an Investment Company or other investment advisory clients or the Adviser of any such securities transaction.

(2)

Access Persons must, as a regulatory requirement and as a requirement of this Code, obtain prior approval before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering. In addition, Access Persons must comply with any additional restrictions or prohibitions that may be adopted by the Adviser from time to time.

In addition to the foregoing, the following provision will apply to Investment Personnel of the Adviser:

(1)

No Investment Personnel shall serve on the board of directors of any publicly traded company, absent prior written authorization and determination by the Review Officer that the board service would be consistent with the interests of the Investment Companies and their shareholders or other investment advisory clients. Such interested Investment Personnel may not participate in the decision for any Investment Company or other investment advisory clients to purchase and sell securities of such company.

VI. BROKERAGE ACCOUNTS

Access Persons are required to direct their brokers to supply for the Review Officer on a timely basis duplicate copies of confirmations of all securities transactions in which the Access Person has a beneficial ownership interest and related periodic statements, whether or not one of the exemptions listed in Section IV applies. If an Access Person is unable to arrange for duplicate copies of confirmations and periodic account statements to be sent to the Review Officer, he or she must immediately notify the Review Officer.

VII. PRECLEARANCE PROCEDURE

With such exceptions and conditions as the Adviser deems to be appropriate from time to time and consistent with the purposes of this Code (for example, exceptions based on an issuer’s market capitalization, the amount of public trading activity in a security, the size of a particular transaction or other factors), prior to effecting any securities transactions in which an Access Person has a beneficial ownership interest, the Access Person must receive approval by the Adviser. Any approval is valid only for such number of day(s) as may be determined from time to time by the Adviser. If an Access Person is unable to effect the securities transaction during such period, he or she must re-obtain approval prior to effecting the securities transaction.

The Adviser will decide whether to approve a personal securities transaction for an Access Person after considering the specific restrictions and limitations set forth in, and the spirit of, this Code of Ethics, including whether the security at issue is being considered for purchase or sale for an Investment Company or other investment advisory clients (taking into account the Access Person’s access to information regarding the transactions and holdings of such Investment Company or other investment advisory client). The Adviser is not required to give any explanation for refusing to approve a securities transaction.

VIII. REPORTING

	A.		Every Access Person shall report to the Review Officer the information: (1) described in Section VIII-C of this Code with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires or disposes of, any direct or indirect beneficial ownership in the Covered Security, and (2) described in Sections VIII-D or VIII-E of this Code with respect to securities holdings beneficially owned by the Access Person.

	B.		Notwithstanding Section VIII-A of this Code, an Access Person need not make a report to the extent the information in the report would duplicate information recorded pursuant to Rule 204-2(a)(13) under the Investment Advisers Act or if the report would duplicate information contained in broker trade confirmations or account statements so long as the Adviser receives confirmations or statements no later than 30 days after the end of the applicable calendar quarter. The quarterly transaction reports required under Section VIII-A(1) shall be deemed made with respect to (1) any account where the Access Person has made provision for transmittal of all daily trading information regarding the account to be delivered to the designated Review Officer for his or her review or (2) any account maintained with the Adviser or an affiliate. With respect to Investment Companies for which the Adviser does not act as investment adviser or sub-adviser, reports required to be furnished by officers and trustees or managers of such Investment Companies who are Access Persons of the Adviser must be made under Section VIII-C of this Code and furnished to the designated review officer of the relevant investment adviser.

	C.		Quarterly Transaction and New Account Reports. Unless quarterly transaction reports are deemed to have been made under Section VIII-B of this Code, every

quarterly transaction report shall be made not later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

	(1)		The date of the transaction, the title, and as applicable the exchange ticker or CUSIP number, the interest rate and maturity date, class and the number of shares, and the principal amount of each Covered Security involved;

	(2)		The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

	(3)		The price of the Covered Security at which the transaction was effected;

	(4)		The name of the broker, dealer or bank with or through whom the transaction was effected;

	(5)		The date that the report was submitted by the Access Person; and

	(6)		With respect to any account established by an Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

(a)

The name of the broker, dealer or bank with whom the Access Person established the account;

(b)

The date the account was established; and

(c)

The date that the report was submitted by the Access Person.

Initial Holdings Reports. No later than 10 days after becoming an Access Person, each Access Person must submit a report containing the following information (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

	(1)		The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

	(2)		The name of any broker, dealer or bank with which the Access Person maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of the Access Person; and

	(3)		The date that the report is submitted by the Access Person.

Annual Holdings Reports . On an annual basis, every Access Person shall submit the following information (which information must be current as of a date no more than 45 days before the report is submitted):

	(1)		The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

	(2)		The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities (not just Covered Securities) are held for the direct or indirect benefit of the Access Person; and

	(3)		The date that the report is submitted by the Access Person.

These reporting requirements shall apply whether or not one of the exemptions listed in Section IV applies except that: (1) an Access Person shall not be required to make a report with respect to securities transactions effected for, and any Covered Securities held in, any account over which such Access Person does not have any direct or indirect influence or control; and (2) an Access Person need not make a quarterly transaction report with respect to the transactions effected pursuant to an Automatic Investment Plan.

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that (1) he or she has or had any direct or indirect beneficial ownership in the Covered Security to which the report relates (a “Subject Security”) or (2) he or she knew or should have known that the Subject Security was being purchased or sold, or considered for purchase or sale, by an Investment Company or other investment advisory clients on the same day.

IX. APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF ETHICS

The Board of Trustees of each Investment Company shall approve this Code of Ethics. Any material amendments to this Code of Ethics must be approved by the Board of Trustees of each Investment Company no later than six months after the adoption of the material change. Before their approval of this Code of Ethics and any material amendments hereto, the Adviser shall provide a certification to the Board of Trustees of each such Investment Company that the Adviser has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

X. ANNUAL CERTIFICATION OF COMPLIANCE

Each Supervised Person shall certify to the Review Officer annually on the form annexed hereto as Form A that he or she (A) has read and understands this Code of Ethics and any

procedures that are adopted by the Adviser relating to this Code, and recognizes that he or she is subject thereto; (B) has complied with the requirements of this Code of Ethics and such procedures; and (C) if an Access Person, has disclosed or reported all personal securities transactions and beneficial holdings in Covered Securities required to be disclosed or reported pursuant to the requirements of this Code of Ethics and any related procedures.

XI. CONFIDENTIALITY

All reports of securities transactions, holding reports and any other information filed with the Adviser pursuant to this Code shall be treated as confidential, except that reports of securities transactions and holdings reports hereunder will be made available to the Investment Companies and to the Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation or to the extent the Adviser considers necessary or advisable in cooperating with an investigation or inquiry by the Commission or any other regulatory or self-regulatory organization.

XII. REVIEW OF REPORTS

	A.		The Review Officer shall be responsible for the review of the quarterly transaction reports required under VIII-C, and the initial and annual holdings reports required under Sections VIII-D and VIII-E, respectively, of this Code of Ethics. In connection with the review of these reports, the Review Officer or the Alternative Review Officer shall take appropriate measures to determine whether each reporting person has complied with the provisions of this Code of Ethics and any related procedures adopted by the Adviser. Any violations of the Code of Ethics shall be reported promptly to the Adviser’s chief compliance officer by the Review Officer, or Alternate Review Officer, as applicable.

	B.		On an annual basis, the Review Officer shall prepare for the Board of Trustees of each Investment Company and the Board of Trustees of each Investment Company shall consider:

	(1)		A report which describes any issues arising under this Code or any related procedures adopted by the Adviser including without limitation information about material violations of the Code and sanctions imposed in response to material violations. An Alternative Review Officer shall prepare reports with respect to compliance by the Review Officer;

	(2)		A report identifying any recommended changes to existing restrictions or procedures based upon the Adviser’s experience under this Code, evolving industry practices and developments in applicable laws or regulations; and

	(3)		A report certifying to the Board of Trustees that the Adviser has adopted procedures that are reasonably necessary to prevent Access Persons from violating this Code of Ethics.

XIII. SANCTIONS

Upon discovering a violation of this Code, the Adviser may impose such sanction(s) as it deems appropriate, including, among other things, a letter of censure, suspension or termination of the employment of the violator and/or restitution to the affected Investment Company or other investment advisory client of an amount equal to the advantage that the offending person gained by reason of such violation. In addition, as part of any sanction, the Adviser may require the Access Person or other individual involved to reverse the trade(s) at issue and forfeit any profit or absorb any loss from the trade. It is noted that violations of this Code may also result in criminal prosecution or civil action. All material violations of this Code and any sanctions imposed with respect thereto shall be reported periodically to the Board of Trustees of the Investment Company with respect to whose securities the violation occurred.

XIV. INTERPRETATION OF PROVISIONS

The Adviser may from time to time adopt such interpretations of this Code as it deems appropriate.

XV. IDENTIFICATION OF ACCESS PERSONS AND INVESTMENT PERSONNEL; ADDITIONAL DISTRIBUTION TO SUPERVISED PERSONS

The Adviser shall identify all persons who are considered to be Access Persons and Investment Personnel, and shall inform such persons of their respective duties and provide them with copies of this Code and any related procedures or amendments to this Code adopted by the Adviser. In addition, all Supervised Persons shall be provided with a copy of this Code and all amendments. All Supervised Persons (including Access Persons) shall provide the Review Officer with a written acknowledgment of their receipt of the Code and any amendments.

XVI. EXCEPTIONS TO THE CODE

Although exceptions to the Code will rarely, if ever, be granted, a designated Officer of the Adviser, after consultation with the Review Officer, may make exceptions on a case by case basis, from any of the provisions of this Code upon a determination that the conduct at issue involves a negligible opportunity for abuse or otherwise merits an exception from the Code. All such exceptions must be received in writing by the person requesting the exception before becoming effective. The Review Officer shall report any exception to the Board of Trustees of the Investment Company with respect to which the exception applies at its next regularly scheduled Board meeting.

XVII. RECORDS

The Adviser shall maintain records in the manner and to the extent set forth below, which records may be maintained using micrographic or electronic storage medium under the conditions described in Rule 204-2(g) of the Investment Advisers Act and Rule 31a-2(f)(1) and Rule 17j-1 under the Investment Company Act, and shall be available for examination by representatives of the Commission.

	A.		A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved for a period of not less than five years in an easily accessible place;

	B.		A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

	C.		A copy of each initial holdings report, annual holdings report and quarterly transaction report made by an Access Person pursuant to this Code (including any brokerage confirmation or account statements provided in lieu of the reports) shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place;

	D.		A record of the names of all persons who are, or within the past five years have been, required to make initial holdings, annual holdings or quarterly transaction reports pursuant to this Code shall be maintained in an easily accessible place;

	E.		A record of all written acknowledgements for each person who is currently, or within the past five years was, required to acknowledge their receipt of this Code and any amendments thereto. All acknowledgements for a person must be kept for the period such person is a Supervised Person of the Adviser and until five years after the person ceases to be a Supervised Person of the Adviser.

	F.		A record of the names of all persons, currently or within the past five years who are or were responsible for reviewing initial holdings, annual holdings or quarterly transaction reports shall be maintained in an easily accessible place;

	G.		A record of any decision and the reason supporting the decision to approve the acquisition by Access Person of Initial Public Offerings and Limited Offerings shall be maintained for at least five years after the end of the fiscal year in which the approval is granted; and

	H.		A copy of each report required by Section XII-B of this Code shall be maintained for at least five years after the end of the fiscal year in which it was made, the first two years in an easily accessible place.

XVIII. SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES

The Adviser may establish, in its discretion, supplemental compliance and review procedures (the “Procedures”) that are in addition to those set forth in this Code in order to provide additional assurance that the purposes of this Code are fulfilled and/or assist the Adviser in the administration of this Code. The Procedures may be more, but shall not be less, restrictive than the provisions of this Code. The Procedures, and any amendments thereto, do not require the approval of the Board of Trustees of an Investment Company or other investment advisory clients.

Exhibit (p)(27)

JENNISON ASSOCIATES LLC

CODE OF ETHICS,

POLICY ON INSIDER TRADING

AND

PERSONAL TRADING POLICY

As Amended June 30, 2010

Table of Contents


Section I: Code of Ethics

1. Standards of Professional Conduct Policy Statement			1
2. Confidential Information			3
A. Personal Use			3
B. Release of Client Information			3

3. Conflicts of Interest			4
A-G. How to avoid potential conflicts of interest			4

4. Other business Activities			5
A. Issues regarding the retention of suppliers			5
B. Gifts			5
C. Improper payments			6
D. Books, records and accounts			6
E. Laws and regulations			6
F. Outside activities & political affiliations			7

5. Compliance With The Code & Consequences If Violation Occurs			7
6. Disclosure Requirements			8

Section II: Insider Trading

1. Jennison Associates’ Policy Statement Against Insider Trading			9
2. Explanation of relevant terms and concepts			10
A. Who is an insider			10
B. What is material Information			10
C. What is non-public Information			11
D. Misappropriation theory			11
E. Who is a controlling person			11
F. How is non-public information monitored			11
3. Penalties for insider trading violations			12
A-G Types of penalties			12

Section III: Implementation Procedures & Policy

1. Identifying inside Information			13
A. Is the information material			13
B. Is the information non-public			13
2. Restricting Access to material non-public information			14
3. Allocation of brokerage			14
4. Resolving issues concerning insider trading			14


Section IV: Jennison Associates Personal Trading Policy

1. General policy and procedures			16
2. Personal transaction reporting requirements			17
A. Jennison employees			18
1. Initial holding reports			18
2. Quarterly reports			18
3. Annual Holdings Reports			20
B. Other persons defined by Jennison as access persons			20
3. Pre-clearance procedures			21
4. Personal trading policy			21
A. Blackout Periods			22
B. Short-term trading profits			23
C-K Prohibition on short term trading profits			24
L. Designation Persons: Requirements for transactions in securities issued by Prudential			26
M. Jennison employee participation in separately managed accounts (sma)			26
N. Exceptions to the personal trading policy			27
5. Monitoring/Administration			27
6. Penalties for violations of Jennison’s personal trading policies			28
7. Type of violation			28
A. Penalties for failure to sucure pre-approval			28
1. Failure to pre-clear purchase			28
2. Failure to pre-clear sales that result in long-term capital gains			28
3. Failure to pre-clear sales that result in short-term capital gains			29
4. Additional cash penalties			29
B. Failure to comply with reporting requirements			30
C. Penalty for violation of short-term trading profit rule			30
D. Other policy infringements dealt with on a case-by-case basis			31
E. Disgorged profits			31
8. Miscellaneous			31
A. Policies and procedures revisions			31
B. Compliance			31
9. Exhibits			32
A. Compliance and reporting of Personal transactions matrix			32
B. Broad-based indices			35
C. Other persons defined by jennison as access persons			36
D. Covered funds			37

SECTION I

CODE OF ETHICS

FOR

JENNISON ASSOCIATES LLC

This Code of Ethics (“Code”), as well as Section II, III and IV that follow, sets forth rules, regulations and standards of professional conduct for the employees of Jennison Associates LLC (hereinafter referred to as “Jennison or the Company”). Jennison expects that all employees will adhere to this code without exception.

The Code incorporates aspects of ethics policies of Prudential Financial Inc. (“Prudential”), as well as additional policies specific to Jennison Associates LLC. Although not part of this Code, all Jennison employees are also subject to Prudential’s “Making the Right Choices” and “Statement of Policy Restricting Communication and the Use of Issuer-Related Information by Prudential Investment Associates’ (“Information Barrier Policy”) policies and procedures. These policies can also be found by clicking on Jennison’s Compliance intranet website ( http://buzz/jennonline/DesktopDefault.aspx ).

1. STANDARDS OF PROFESSIONAL CONDUCT POLICY STATEMENT

It is Jennison’s policy that its employees must adhere to the highest ethical standards when discharging their investment advisory duties to our clients or in conducting general business activity on behalf of Jennison in every possible capacity, such as investment management, administrative, dealings with vendors, confidentiality of information, financial matters of every kind, etc. Jennison, operating in its capacity as a federally registered investment adviser, has a fiduciary responsibility to render professional, continuous, and unbiased investment advice to its clients. Furthermore, ERISA and the federal securities laws define an investment advisor as a fiduciary who owes their clients a duty of undivided loyalty, who shall not engage in any activity in conflict with the interests of the client. As a fiduciary, our personal and corporate ethics must be above reproach. Actions, which expose any of us or the organization to even the appearance of an impropriety, must not occur. Fiduciaries owe their clients a duty of honesty, good faith, and fair dealing when discharging their investment management responsibilities. It is a fundamental principle of this firm to ensure that the interests of our clients come before those of Jennison or any of its employees. Therefore, as an employee of Jennison, we expect you to uphold these standards of professional conduct by not taking inappropriate advantage of your position, such as using information obtained as a Jennison employee to benefit yourself or anyone else in any way. It is particularly important to adhere to these standards when engaging in personal securities transactions and maintaining the confidentiality of information concerning the identity of security holdings and the financial circumstances of our clients. Any investment advice provided must be unbiased, independent

and confidential. It is extremely important to not violate the trust that Jennison and its clients have placed in its employees.

The prescribed guidelines and principles, as set forth in the policies that follow, are designed to reasonably assure that these high ethical standards long maintained by Jennison continue to be applied and to protect Jennison’s clients by deterring misconduct by its employees. The rules prohibit certain activities and personal financial interests as well as require disclosure of personal investments and related business activities of all supervised persons, includes directors, officers and employees, and others who provide advice to and are subject to the supervision and control of Jennison. The procedures that follow will assist in reasonably ensuring that our clients are protected from employee misconduct and that our employees do not violate federal securities laws. All employees of Jennison are expected to follow these procedures so as to ensure that these ethical standards, as set forth herein, are maintained and followed without exception. These guidelines and procedures are intended to maintain the excellent name of our firm, which is a direct reflection of the conduct of each of us in everything we do.

Jennison’s continued success depends on each one of us meeting our obligation to perform in an ethical manner and to use good judgment at all times. All employees have an obligation and a responsibility to conduct business in a manner that maintains the trust and respect of fellow Jennison employees, our customers, shareholders, business colleagues, and the general public. You are required to bring any knowledge of possible or actual unethical conduct to the attention of management. Confidentiality will be protected insofar as possible, with the assurance that there will be no adverse consequences as a result of reporting any unethical or questionable behavior. If you have any knowledge of or suspect anyone is about to engage in unethical business activity that either violates any of the rules set forth herein, or simply appears improper, please provide such information to either the Chief Compliance Officer or senior management through the Jennison Financial Reporting Concern Mailbox located on the Risk Management webpage. Emails sent in this manner anonymously. The default setting is set to display your email address, so if you prefer the email to be anonymous, please be sure to check the appropriate box. If you choose not to report your concerns anonymously, you should be aware that Jennison has strict policies prohibiting retaliation against employees who report ethical concerns.

Jennison employees should use this Code, as well as the accompanying policies and procedures that follow, as an educational guide that will be complemented by Jennison’s training protocol.

Each Jennison employee has the responsibility to be fully aware of and strictly adhere to the Code of Ethics and the accompanying policies that support the Code. It should be noted that because ethics is not a science, there may be gray areas that are not covered by laws or regulations. Jennison and its employees will nevertheless be held accountable to such standards. Individuals are expected to seek assistance for help in making the right decision.

If you have any questions as to your obligation as a Jennison employee under either the Code or any of the policies that follow, please contact the Compliance Department.

2. CONFIDENTIAL INFORMATION

Employees may become privy to confidential information (information not generally available to the public) concerning the affairs and business transactions of Jennison, companies researched by us for investment, our present and prospective clients, client portfolio transactions (executed, pending or contemplated) and holdings, suppliers, officers and other staff members. Confidential information also includes trade secrets and other proprietary information of the Company such as business or product plans, systems, methods, software, manuals and client lists. Safeguarding confidential information is essential to the conduct of our business. Caution and discretion are required in the use of such information and in sharing it only with those who have a legitimate need to know (including other employees of Jennison and clients).

A) PERSONAL USE :

Confidential information obtained or developed as a result of employment with the Company is not to be used or disclosed for the purpose of furthering any private interest or as a means of making any personal gain. Unauthorized or disclosure of such information (other than as described above) could result in civil or criminal penalties against the Company or the individual responsible for disclosing such information.

Further guidelines pertaining to confidential information are contained in the “Policy Statement on Insider Trading” (Set forth in Section II dedicated specifically to Insider Trading).

B) RELEASE OF CLIENT INFORMATION :

All requests for information concerning a client (other than routine inquiries), including requests pursuant to the legal process (such as subpoenas or court orders) must be promptly referred to the Chief Compliance Officer, or Legal Department. No information may be released, nor should the client involved be contacted, until so directed by either the Chief Compliance Officer, or Legal Department.

In order to preserve the rights of our clients and to limit the firm’s liability concerning the release of client proprietary information, care must be taken to:

□ Limit use and discussion of information obtained on the job to normal business activities.

□ Request and use only information that is related to our business needs.

□ Restrict access to records to those with proper authorization and legitimate business needs.

□ Include only pertinent and accurate data in files, which are used as a basis for taking action or making decisions.

3. CONFLICTS OF INTEREST

You should avoid actual or apparent conflicts of interest — that is, any personal interest inside or outside the Company, which could be placed ahead of your obligations to our clients, Jennison Associates or Prudential. Conflicts may exist even when no wrong is done. The opportunity to act improperly may be enough to create the appearance of a conflict.

We recognize and respect an employee’s right of privacy concerning personal affairs, but we must require a full and timely disclosure of any situation, which could result in a conflict of interest, or even the appearance of a conflict. The Company, not by the employee involved, will determine the appropriate action to be taken to address the situation.

To reinforce our commitment to the avoidance of potential conflicts of interest, the following rules have been adopted, that prohibit you from engaging in certain activities without the pre-approval from the Chief Compliance Officer:

A) YOU MAY NOT , without first having secured prior approval, serve as a director, officer, employee, partner or trustee — nor hold any other position of substantial interest — in any outside business enterprise. You do not need prior approval, however, if the following three conditions are met: one, the enterprise is a family firm owned principally by other members of your family; two, the family business is not doing business with Jennison or Prudential and is not a securities or investment related business; and three, the services required will not interfere with your duties or your independence of judgment. Significant involvement by employees in outside business activity is generally unacceptable. In addition to securing prior approval for outside business activities, you will be required to disclose all relationships with outside enterprises annually.

Jennison’s policy on participation in outside business activities deals only with positions in business enterprises. It does not affect Jennison’s practice of permitting employees to be associated with governmental, educational, charitable, religious or other civic organizations. These activities may be entered into without prior consent, but must still be disclosed on an annual basis.

NOTE : Jennison employees that are Registered Representatives of Prudential Investment Management Services, LLC (“PIMS”) must also comply with the policies and procedures set forth in the PIMS Compliance Manual. All registered representatives of PIMS must secure prior approval before engaging in any outside business activities as outlined in Jennison’s Written Supervisory Procedure on Outside Business Activities which is available via Jennison’s Compliance intranet website.

B) YOU MAY NOT act on behalf of Jennison in connection with any transaction in which you have a personal interest.

C) YOU MAY NOT , without prior approval, have a substantial interest in any outside business which, to your knowledge, is involved currently in a business transaction with Jennison or Prudential, or is engaged in businesses similar to any business engaged in by Jennison. A substantial interest includes any investment in the outside business involving an

amount greater than 10 percent of your gross assets, or involving a direct or indirect ownership interest greater than 2 percent of the outstanding equity interests. You do not need approval to invest in open-ended registered investment companies such as investments in mutual funds and similar enterprises that are publicly owned.

D) YOU MAY NOT , without prior approval, engage in any transaction involving the purchase of products and/or services from Jennison, except on the same terms and conditions as they are offered to the public. Plans offering services to employees approved by the Board of Directors are exempt from this rule.

E) YOU MAY NOT, without prior approval, borrow an amount greater than 10% of your gross assets, on an unsecured basis from any bank, financial institution, or other business that, to your knowledge, currently does business with Jennison or with which Jennison has an outstanding investment relationship.

F) YOU MAY NOT favor one client account over another client account or otherwise disadvantage any client in any dealings whatsoever to benefit either yourself, Jennison or another third-party client account.

G) YOU MAY NOT , as result of your status as a Jennison employee, take advantage of any opportunity that your learn about or otherwise personally benefit from information you have obtained as an employee that would not have been available to you if you were not a Jennison employee.

4. OTHER BUSINESS ACTIVITIES

A) ISSUES REGARDING THE RETENTION OF SUPPLIERS : The choice of our suppliers must be based on quality, reliability, price, service, and technical advantages.

B) GIFTS : Jennison employees and their immediate families should not solicit, accept, retain or provide any gifts or entertainment which might influence decisions you or the recipient must make in business transactions involving Jennison or which others might reasonably believe could influence those decisions. Even a nominal gift should not be accepted if, to a reasonable observer, it might appear that the gift would influence your business decisions.

Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis. Examples of such gifts are those received as normal business entertainment ( i.e. , meals or golf games); non-cash gifts of nominal value (such as received at Holiday time); gifts received because of kinship, marriage or social relationships entirely beyond and apart from an organization in which membership or an official position is held as approved by the Company. Entertainment, which satisfies these requirements and conforms to generally accepted business practices, also is permissible. Please reference Jennison Associates’ Gifts and Entertainment Policy and Procedures located on Compliance web page of Jennison Online for a more detailed explanation of Jennison’s policy towards gifts and entertainment.

C) IMPROPER PAYMENTS — KICKBACKS : In the conduct of the Company’s business, no bribes, kickbacks, or similar remuneration or consideration of any kind are to be given or offered to any individual or organization or to any intermediaries such as agents, attorneys or other consultants.

D) BOOKS, RECORDS AND ACCOUNTS : The integrity of the accounting records of the Company is essential. All receipts and expenditures, including personal expense statements must be supported by documents that accurately and properly describe such expenses. Staff members responsible for approving expenditures or for keeping books, records and accounts for the Company are required to approve and record all expenditures and other entries based upon proper supporting documents so that the accounting records of the Company are maintained in reasonable detail, reflecting accurately and fairly all transactions of the Company including the disposition of its assets and liabilities. The falsification of any book, record or account of the Company, the submission of any false personal expense statement, claim for reimbursement of a non-business personal expense, or false claim for an employee benefit plan payment are prohibited. Disciplinary action will be taken against employees who violate these rules, which may result in dismissal.

E) LAWS AND REGULATIONS : The activities of the Company must always be in full compliance with applicable laws and regulations. It is the Company’s policy to be in strict compliance with all laws and regulations applied to our business. We recognize, however, that some laws and regulations may be ambiguous and difficult to interpret. Good faith efforts to follow the spirit and intent of all laws are expected. To ensure compliance, the Company intends to educate its employees on laws related to Jennison’s activities, which may include periodically issuing bulletins, manuals and memoranda. Staff members are expected to read all such materials and be familiar with their content. For example, it would constitute a violation of the law if Jennison or any of its employees either engaged in or schemed to engage in: i) any manipulative act with a client; or ii) any manipulative practice including a security, such as touting a security to anyone or the press and executing an order in the opposite direction of such recommendation. 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 Jennison’s Code of Ethics, as well as the company’s expectations regarding appropriate behavior of its employees. Employees are prohibited from knowingly circulating or improperly influencing any person or entity with false rumors or sensational information with the intent to manipulate securities prices or markets.

This policy is not intended to discourage or prohibit appropriate communications between employees of Jennison and other market participants and trading counterparties. Please consult with the Chief Compliance Officer or Chief Legal Officer if you have questions about the appropriateness of any communications.

Other scenarios and the policies that address other potential violations of the law and conflicts of interest are addressed more fully in Jennison’s compliance program and the policies adopted to complement that program which reside on the Jennison Online intranet at (http://buzz/JennOnline/DesktopDefault.aspx)

F) OUTSIDE ACTIVITIES & POLITICAL AFFILIATIONS : Jennison Associates does not contribute financial or other support to political parties or candidates for public office except where lawfully permitted and approved in advance in accordance with procedures adopted by Jennison’s Board of Directors. Employees may, of course, make political contributions, but only on their own behalf; the Company for such contributions will not reimburse them. However, employees may not make use of company resources and facilities in furtherance of such activities , e.g., mail room service, facsimile, photocopying, phone equipment and conference rooms.

Legislation generally prohibits the Company or anyone acting on its behalf from making an expenditure or contribution of cash or anything else of monetary value which directly or indirectly is in connection with an election to political office; as, for example, granting loans at preferential rates or providing non-financial support to a political candidate or party by donating office facilities. Otherwise, individual participation in political and civic activities conducted outside of normal business hours is encouraged, including the making of personal contributions to political candidates or activities.

Employees are free to seek and hold an elective or appointive public office, provided you do not do so as a representative of the Company. However, you must conduct campaign activities and perform the duties of the office in a manner that does not interfere with your responsibilities to the firm.

5. COMPLIANCE WITH THE CODE & CONSEQUENCES IF VIOLATION OCCURS

Each year all employees will be required to complete a form certifying that they have read this policy, understand their responsibilities, and are in compliance with the requirements set forth in this statement.

This process should remind us of the Company’s concern with ethical issues and its desire to avoid conflicts of interest or their appearance. It should also prompt us to examine our personal circumstances in light of the Company’s philosophy and policies regarding ethics.

Jennison employees will be required to complete a form verifying that they have complied with all company procedures and filed disclosures of significant personal holdings and corporate affiliations.

Please note that both the Investment Advisers Act of 1940, as amended, and ERISA both prohibit investment advisers (and its employees) from doing indirectly that which they cannot do directly. Accordingly, any Jennison employee who seeks to circumvent the requirements of this Code of Ethics and any of the policies that follow, or otherwise devise a scheme where such activity would result in a violation of these policies indirectly will be deemed to be a violation of the applicable policy and will be subject to the full impact of any disciplinary action taken by Jennison as if such policies were violated directly.

It should be further noted that, and consistent with all other Jennison policies and procedures, failure to uphold the standards and principles as set forth herein, or to comply with any other aspect of

these policies and procedures will be addressed by Legal and Compliance. Jennison reserves the right to administer whatever disciplinary action it deems necessary based on the facts, circumstances and severity of the violation or conflict. Disciplinary action can include termination of employment.

6. DISCLOSURE REQUIREMENTS

The principles set forth in this Code of Ethics and the policies and procedures that follow will be included in Jennison’s Form ADV, which shall be distributed or offered to Jennison’s clients annually, in accordance with Rule 204-3 of the Investment Advisers Act of 1940.

SECTION II

INSIDER TRADING

The Investment Advisors Act of 1940, requires that all investment advisors establish, maintain and enforce policies and supervisory procedures designed to prevent the misuse of material, non-public information by such investment advisor, and any associated person sometimes referred to as “insider trading.”

This section of the Code sets forth Jennison Associates’ policy statement on insider trading. It explains some of the terms and concepts associated with insider trading, as well as the civil and criminal penalties for insider trading violations. In addition, it sets forth the necessary procedures required to implement Jennison Associates’ Insider Trading Policy Statement.

Please note that this policy applies to all Jennison Associates’ employees

1. JENNISON ASSOCIATES’ POLICY STATEMENT AGAINST INSIDER TRADING

Personal Securities transactions should not conflict, or appear to conflict, with the interest of the firm’s clients when contemplating a transaction for your personal account, or an account in which you may have a direct or indirect personal or family interest, we must be certain that such transaction is not in conflict with the interests of our clients. Specific rules in this area are difficult, and in the final analysis. Although it is not possible to anticipate all potential conflicts of interest, we have tried to set a standard that protects the firm’s clients, yet is also practical for our employees. The Company recognizes the desirability of giving its corporate personnel reasonable freedom with respect to their investment activities, on behalf of themselves, their families, and in some cases, non-client accounts ( i.e. , charitable or educational organizations on whose boards of directors corporate personnel serve). However, personal investment activity may conflict with the interests of the Company’s clients. In order to avoid such conflicts — or even the appearance of conflicts — the Company has adopted the following policy:

Jennison Associates LLC forbids any director, officer or employee from trading, either personally or on behalf of clients or others, on material, non-public information or communicating material, non-public information to others in violation of the law, such as tipping or recommending that others trade on such information. Said conduct is deemed to be “insider trading.” Such policy applies to every director, officer and employee and extends to activities within and outside their duties at Jennison Associates.

Every director, officer, and employee is required to read and retain this policy statement. Questions regarding Jennison Associates’ Insider Trading policy and procedures should be referred to the Compliance or Legal Departments.

2. EXPLANATION OF RELEVANT TERMS AND CONCEPTS

Although insider trading is illegal, Congress has not defined “insider,” “material” or “non-public information.” Instead, the courts have developed definitions of these terms. Set forth below is very general descriptions of these terms. However, it is usually not easily determined whether information is “material” or “non-public” and, therefore, whenever you have any questions as to whether information is material or non-public, consult with the Compliance or Legal Departments. Do not make this decision yourself.

A) WHO IS AN INSIDER?

The concept of an “insider” is broad. It includes officers, directors and employees of a company. A person may be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. Examples of temporary insiders are the company’s attorneys, accountants, consultants and bank lending officers, employees of such organizations, persons who acquire a 10% beneficial interest in the issuer, other persons who are privy to material non-public information about the company. Jennison Associates and its employees may become “temporary insiders” of a company in which we invest, in which we advise, or for which we perform any other service. An outside individual may be considered an insider, according to the Supreme Court, if the company expects the outsider to keep the disclosed non-public information confidential or if the relationship suggests such a duty of confidentiality.

B) WHAT IS MATERIAL INFORMATION?

Trading on inside information is not a basis for liability unless the information is material. Material Information is defined as:

□ Information, for which there is a substantial likelihood, that a reasonable investor would consider 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.

Information that directors, officers and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, a significant increase or decline in orders, significant new products or discoveries, significant merger or acquisition proposals or agreements, major litigation and liquidity problems, for clients and extraordinary management developments.

In addition, knowledge about Jennison Associates’ client holdings and transactions (including transactions that are pending or under consideration) as well as Jennison trading information and patterns may be deemed material.

C) WHAT IS NON-PUBLIC INFORMATION?

Information is “non-public” until it has been effectively communicated to the market place, including clients’ holdings, recommendations and transactions. One must be able to point to some fact to show that the all information and not just part of the information is generally available to the public. For example, information found in a report filed with the SEC, holdings disclosed in a publicly available website regarding the top 10 portfolio holdings of a mutual fund, appearing in Dow Jones, Reuters Economics Services , The Wall Street Journal or other publications of general circulation would be considered public.

D) MISAPPROPRIATION THEORY

Under the “misappropriation” theory, liability is established when trading occurs on material non-public information that is stolen or misappropriated from any other person. In U.S. v. Carpenter , a columnist defrauded The Wall Street Journal by stealing non-public information from the Journal and using it for trading in the securities markets. Note that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

E) WHO IS A CONTROLLING PERSON?

“Controlling persons” include not only employers, but also any person with power to influence or control the direction of the management, policies or activities of another person. Controlling persons may include not only the company, but also its directors and officers.

F) HOW IS NON-PUBLIC INFORMATION MONITORED?

When an employee is in possession of non-public information, a determination is made as to whether such information is material. If the non-public information is material, as determined by Jennison Compliance/Legal, the issuer is placed on a Restricted List (“RL”). Once a security is on the RL all personal and company trading activity is restricted. All securities that are placed on the RL are added to Jennison’s internal trading restriction systems, which restrict company trading activity. Personal trading activity in such RL issuers is also restricted through the personal trading pre-clearance process.

In addition, Prudential distributes a separate list of securities for (Enterprise Restricted List) which Prudential and its affiliates, including Jennison, are restricted from engaging in trading activity, in accordance with various securities laws. In applying this policy and monitoring securities trading Jennison makes no distinction between securities on the Restricted List and those that appear on the Enterprise Restricted List.

3. PENALTIES FOR INSIDER TRADING VIOLATIONS

Penalties for trading on or communicating material non-public information are more severe than ever. The individuals involved in such unlawful conduct may be subject to both civil and criminal penalties. A controlling person may be subject to civil or criminal penalties for failing to establish, maintain and enforce Jennison Associates’ Policy Statement against Insider Trading and/or if such failure permitted or substantially contributed to an insider trading violation.

Individuals 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:

A) CIVIL INJUNCTIONS

B) TREBLE DAMAGES

C) DISGORGEMENT OF PROFITS

D) JAIL SENTENCES —Maximum jail sentences for criminal securities law violations up to 10 years.

E) CIVIL FINES — Persons who committed the violation may pay up to three times the profit gained or loss avoided, whether or not the person actually benefited.

F) CRIMINAL FINES — The employer or other “controlling persons” may be subject to substantial monetary fines.

G) Violators will be barred from the securities industry.

SECTION III

IMPLEMENTATION PROCEDURES & POLICY

The following procedures have been established to assist the officers, directors and employees of Jennison Associates in preventing and detecting insider trading. Every officer, director and employee must follow these procedures or risk serious sanctions, including but not limited to possible suspension or dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures you should contact the Compliance or Legal Departments.

1. IDENTIFYING INSIDE INFORMATION

Before trading for yourself or others, including client accounts managed by Jennison Associates, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

A) IS THE INFORMATION MATERIAL?

□ Would an investor consider this information important in making his or her investment decisions?

□ Would this information substantially affect the market price of the securities if generally disclosed?

B) 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 Wall Street Journal , SEC filings, websites or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and non-public (“MNPI”), or if you have questions as to whether the information is material and non-public, you should take the following steps:

A) Report the matter immediately to the Compliance or Legal Departments.

B) Do not purchase or sell the securities on behalf of yourself or others, including client accounts managed by Jennison Associates.

C) Do not communicate the information inside or outside Jennison Associates, other than to a senior staff member of either Compliance or Legal Departments.

D) After the issue has been reviewed by Compliance/Legal, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

2. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION

Information that you, Legal or Compliance identify as MNPI may not be communicated to anyone, including persons within and outside of Jennison Associates LLC, except as provided above. In addition, care should be taken so that such information is secure. For example, files containing MNPI should be locked; given to Legal or Compliance (should not be reproduced or otherwise photocopied); access to computer files containing non-public information should be restricted, until such information becomes public.

Jennison employees have no obligation to the clients of Jennison Associates to trade or recommend trading on their behalf on the basis of MNPI (inside) in their possession. Jennison’s fiduciary responsibility to its clients requires that the firm and its employees regard the limitations imposed by Federal securities laws.

3. ALLOCATION OF BROKERAGE

To supplement its own research and analysis, to corroborate data compiled by its staff, and to consider the views and information of others in arriving at its investment decisions, Jennison Associates, consistent with its efforts to secure best price and execution, allocates brokerage business to those broker-dealers in a position to provide such services.

It is the firm’s policy not to allocate brokerage in consideration of the attempted furnishing of inside information or MNPI. Employees, in recommending the allocation of brokerage to broker-dealers, should not give consideration to the provision of any MNPI. The policy of Jennison Associates as set forth in this statement should be brought to the attention of such broker-dealer.

4. RESOLVING ISSUES CONCERNING INSIDER TRADING

If doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures and standards, or as to the propriety of any action, it must be discussed with either the Compliance or Legal Departments before trading or communicating the information to anyone.

This Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be distributed to all Jennison Associates personnel. Each quarter you will be required to certify in writing that you have received, read and understand and will comply with all the provisions of this policy. In addition, newly hired employees must also attest to the policy. Periodically or upon request, a representative from the

Compliance or Legal Departments will meet with such personnel to review this statement of policy, including any developments in the law and to answer any questions of interpretation or application of this policy.

From time to time this statement of policy will be revised in light of developments in the law, questions of interpretation and application, and practical experience with the procedures contemplated by the statement. Any amendments to the above referred to policy and procedures will be highlighted and distributed to ensure that all employees are informed of and such changes and receive the most current policy, set forth in these policies and procedures.

SECTION IV

JENNISON ASSOCIATES PERSONAL TRADING POLICY

1. GENERAL POLICY AND PROCEDURES

The management of Jennison Associates is fully aware of and in no way wishes to deter the security investments of its individual employees. The securities markets, whether equity, fixed income, international or domestic; offer individuals alternative methods of enhancing their personal investments.

Due to the nature of our business and our fiduciary responsibility to our client funds, we must protect the firm and its employees from the possibilities of both conflicts of interest and illegal insider trading in regard to their personal security transactions. It is the duty of Jennison and its employees to place the interests of clients first and to avoid all actual or potential conflicts of interest. It is important to consider all sections to this combined policy to fully understand how best to avoid potential conflicts of interests and how best to serve our clients so that the interests of Jennison and its employees do not conflict with those of its clients when discharging its fiduciary duty to provide fair, equitable and unbiased investment advice to such clients.

Jennison employees are prohibited from short term trading or market timing mutual funds and variable annuities managed by Jennison other than those that permit such trading, as well as Prudential affiliated funds and variable annuities, and must comply with any trading restrictions established by Jennison to prevent market timing of these funds.

We have adopted the following policies and procedures on employee personal trading to reasonably ensure against actual or potential conflicts of interest that could lead to violations of federal securities law, such as short term trading or market timing of affiliated mutual funds, or as previously described in the preceding sections of the attached policies. To prevent the rapid trading of certain mutual funds and variable annuities, Jennison employees may not engage in opposite direction transactions within 90 days of the last transaction with respect to the mutual funds and variable annuities listed on the attached Exhibit D (“Covered Funds”). Jennison employees are also required to arrange the reporting of Covered Funds transactions under this policy identified in Exhibit D. This policy does not apply to money market mutual funds, and the Dryden Ultra Short Bond Fund. These policies and procedures are in addition to those set forth in the Code of Ethics and the Policy Statement Against Insider Trading. However, the standards of professional conduct as described in such policies must be considered when a Jennison employee purchases and sells securities on behalf of either their own or any other account for which the employee is considered to be the beneficial owner, other than those accounts over which the Jennison employee does not exercise investment discretion — as more fully described in this personal trading policy.

All Jennison employees are required to comply with such policies and procedures in order to avoid the penalties set forth herein.

2. PERSONAL TRANSACTION REPORTING REQUIREMENTS

Jennison employees are required to provide Jennison with reports concerning their securities holdings and transactions, as described below. These include Jennison’s policies and procedures, including Code of Ethics, names of Jennison’s access personnel including those employees no longer employed by Jennison, their holdings and transaction reports, acknowledgements, pre-approvals, violations and the disposition thereof, exceptions to any policy, every transaction in securities in which any of its personnel has any direct or indirect beneficial ownership, except transactions effected in any account over which neither the investment adviser nor any advisory representative of the investment adviser has any direct or indirect influence or control and transactions in securities which are direct obligations of the United States, high-quality short-term instruments and unaffiliated mutual funds and variable annuities. For purposes of this policy, mutual funds and annuities that are exempt from this recordkeeping requirement are money market funds and funds that are either not managed by Jennison or affiliated with Prudential. This requirement applies to all securities accounts in which an employee has a beneficial interest, including the following:

	•		Personal accounts of an employee,

	•		Accounts in which your spouse has a beneficial interest,

	•		Accounts in which your minor children or any dependent family member has a beneficial interest,

	•		Joint or tenant-in-common accounts in which the employee is a participant,

	•		Accounts of any individual to whose financial support the employee materially contributes, ¹

	•		Accounts for which the employee acts as trustee, executor or custodian, and

	•		Accounts over which the employee exercises control or has any investment discretion.

These accounts are referred to as “Covered Accounts” within this policy.

However, the above requirements do not apply if the investment decisions for the above mentioned account(s) are made by an independent investment manager in a fully discretionary account (“Discretionary Account”). In order to take advantage of this exemption, a fully executed copy of such discretionary account agreement(s) must be provided to Compliance for review and approval. Jennison recognizes that some of its employees may, due to their living arrangements, be uncertain as to their obligations under this Personal Trading Policy. If an employee has any question or doubt as to whether an account is subject to this policy, he or she must consult with the Compliance or Legal Departments as to their status and obligations with respect to the account in question. Please refer to Jennison’s Record Management Policy located on the Jennison Online compliance website for a complete list of records and retention periods.

In addition, Jennison, as a sub-adviser to investment companies registered under the Investment Company Act of 1940 ( e.g. , mutual funds), is required by Rule 17j-1 under the Investment Company Act to review and keep records of personal investment activities of “access persons” of these funds, unless the access person does not have direct or indirect influence or control of the accounts. An “access person” is defined as any director, officer, general partner or Advisory Person of a Fund or Fund’s Investment Adviser. “Advisory Person” is defined as any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the


¹		For example, this would include individuals with whom you share living expenses, bank accounts, rent or mortgage payments, ownership of a home, or any other material financial support.

purchase or sale of investments by a Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales. Jennison’s “access persons” and “advisory persons” include Jennison’s employees and any other persons that Jennison may designate.

A) JENNISON EMPLOYEES

All Jennison employees are Access Persons and are subject to the following reporting requirements. Access Persons are required to report all transactions, as set forth on Exhibit A, including activity in Prudential affiliated and Jennison managed mutual funds, as well as affiliated variable annuities or Covered Funds. A list of these funds and variable annuities is attached hereto as Exhibit D. This requirement applies to all accounts in which Jennison employees have a direct or indirect beneficial interest, as previously described. All Access Persons are required to provide the Compliance Department with the following:

1) INITIAL HOLDINGS REPORTS :

Within 10 days of commencement of becoming an access person, an initial holdings report detailing all personal investments (including private placements, and index futures contracts and options thereon, but excluding automatic investment plans approved by Compliance, all direct obligation government, such as US Treasury securities, mutual funds and variable annuities that are not Covered Funds and short-term high quality debt instruments) must be submitted to Compliance. The report should contain the following information, and must be current, not more than 45 days prior to becoming an “access person”:

a. The title, number of shares and principal amount of each investment in which the Access Person had any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person; and

c. The date that the report is submitted by the Access Person.

2) QUARTERLY REPORTS:

a. Transaction Reporting :

Within 30 days after the end of a calendar quarter, with respect to any transaction, including activity in Covered Funds, during the quarter in investments in which the Access Person had any direct or indirect beneficial ownership:

i) 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 investment involved;

ii) The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

iii) The price of the investment at which the transaction was effected;

iv) The name of the broker, dealer or bank with or through which the transaction was effected; and

v) The date that the report is submitted by the Access Person.

b. Personal Securities Account Reporting :

Within 30 days after the end of a calendar quarter, with respect to any account established by the Access Person (including Discretionary Accounts) in which any securities were held during the quarter for the direct or indirect benefit of the Access Person:

i) The name of the broker, dealer or bank with whom the Access Person established the account;

ii) The date the account was established; and

iii) The date that the report is submitted by the Access Person.

To facilitate compliance with this reporting requirement, Jennison Associates requires that a duplicate copy of all trade confirmations and brokerage statements be supplied directly to Jennison Associates’ Compliance Department and to Prudential’s Corporate Compliance Department, other than transactions in a Discretionary Account. Access Persons are required to notify the Compliance Department of any Covered Fund including accounts of all household members, held directly with the fund. The Compliance Department must also be notified prior to the creation of any new personal investment accounts so that we may request that duplicate statements and confirmations of all trading activity (including mutual funds) be sent to the Compliance Department. Although Discretionary Accounts are exempt from the reporting requirements described above, this notification provision is applicable only to the opening of any new Discretionary Account(s).

3) ANNUAL HOLDINGS REPORTS :

Annually, the following information (which information must be current as of a date no more than 45 days before the report is submitted):

a. The title, number of shares and principal amount of each investment, including investments set forth Covered Funds, in which the Access Person had any direct or indirect beneficial ownership;

b. The name of any broker, dealer or bank with whom the Access Person maintains an account (includes any Discretionary Account(s)) in which any securities are held for the direct or indirect benefit of the Access Person; and

c. The date that the report is submitted by the Access Person.

4) A copy of all discretionary investment advisory contracts or agreements between the officer, director or employee and his investment advisors.

Please note that Access Persons may hold and trade Covered Funds listed through Authorized Broker/Dealers, Prudential Mutual Fund Services, the Prudential Employee Savings Plan (“PESP”), and the Jennison Savings and Pension Plans. As indicated above, opposite direction trading activity within a 90 day period is prohibited with respect to Covered Funds, other than money market funds and Dryden Ultra Short Fund. It should also be noted that transacting the same Covered Funds in opposite directions on the same day and at the same NAV will not be considered market timing for purposes of this policy, as such activity would not result in a gain to the employee.

In addition, Access Persons may maintain accounts with respect to certain Covered Funds directly with the fund company, provided that duplicate confirms and statements are provided to the Compliance Department.

B) OTHER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS

Other Persons Defined by Jennison as Access Persons, pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended, include individuals who in connection with his or her regular functions or duties may obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary to reasonably ensure that the interests of our clients are not in any way compromised. These policies and procedures are specified on Exhibit C.

3. PRE-CLEARANCE PROCEDURES

All employees of Jennison Associates may need to obtain pre-approval from Jennison’s Compliance Department prior to effecting transactions in any securities ( except for those securities described in Exhibit A) in “Covered Accounts” (as defined in Section IV, paragraph 2). Employees are not required to obtain pre-approval of exchange traded funds (ETFs) as long as the ETF replicates the performance of the broad based indices in Exhibit B. This includes those ETFs that correspond to the daily performance or inverse performance of the broad based indices in Exhibit B. Determination as to whether or not a particular transaction requires pre-approval should be made by consulting the “Compliance and Reporting of Personal Transactions Matrix” found on Exhibit A.

The Compliance Department will make its decision of whether to pre-approve the proposed trade on the basis of the personal trading restrictions set forth below. Notification of approval or denial to trade is promptly provided except in the case of private placement requests which require further review. Please note that the approval granted will be valid only for that day in which the approval has been obtained; provided, however, that approved orders for securities traded in certain foreign markets may be executed within 2 business days from the date pre-clearance is granted. In other words, if a trade was not effected on the day for which approval was originally sought, a new pre-clearance request must be re-entered on each subsequent day in which trading may occur. Or, if the security for which approval has been granted is traded on foreign markets, approval is valid for an additional day ( i.e. , the day for which approval was granted and the day following the day for which approval was granted).

Only transactions where the investment decisions for the account are made by an independent investment manager in a fully Discretionary Account (including managed accounts) will be exempt from the pre-clearance procedures, except for those transactions that are directed by an employee in a Jennison managed account. Copies of the agreement of such discretionary accounts must be submitted to the Compliance Department for review and records retention.

Notice of your intended securities activities must be submitted for approval prior to effecting any transaction for which prior approval is required. Key information, but not limited to, the ticker, the nature of the transaction (purchase or sale) and the estimated value of the trade, must be entered on your pre-clearance request. If proper procedures are not complied with, action will be taken against the employee. The violators may be asked to reverse the transaction and/or transfer the security or profits gained over to the accounts of Jennison Associates. In addition, penalties for personal trading violations shall be determined in accordance with the penalties schedule set forth in Section 5, “Penalties for Violating Jennison Associates’ Personal Trading Policies.” Each situation and its relevance will be given due weight.

4. PERSONAL TRADING POLICY

The following rules, regulations and restrictions apply to the personal security transactions of all employees. These rules will govern whether clearance for a proposed transaction will be granted. These rules also apply to the sale of securities once the purchase of a security has been pre-approved and completed.

No director, officer or employee of the Company may effect for “Covered Accounts” as defined in Section IV paragraph 2, any transaction in a security, or recommend any such transaction in a security, of which, to his/her knowledge, the Company has either effected or is contemplating effecting the same for any of its clients, if such transaction would in any way conflict with, or be detrimental to, the interests of such client, or if such transaction was effected with prior knowledge of material, non-public information, or any other potential conflict of interest as described in the sections preceding this personal trading policy.

Except in particular cases in which Jennison’s Compliance Department has determined in advance that proposed transactions would not conflict with the foregoing policy, the following rules shall govern all transactions (and recommendations) by all Jennison employees for their Covered Accounts. The provisions of the following paragraphs do not necessarily imply that Jennison’s Compliance Department will conclude that the transactions or recommendations to which they relate are in violation of the foregoing policy, but rather are designed to indicate the transactions for which prior approval should be obtained to ensure that no actual, potential or perceived conflict occurs.

A) BLACKOUT PERIODS

1) Company personnel may not purchase any security recommended, or proposed to be recommended to any client for purchase, nor any security purchased or proposed to be purchased for any client may be purchased by any corporate personnel if such purchase will interfere in any way with the orderly purchase of such security by any client.

2) Company personnel may not sell any security recommended, or proposed to be recommended to any client for sale, nor any security sold, or proposed to be sold, for any client may be sold by any corporate personnel if such sale will interfere in any way with the orderly sale of such security by any client.

3) Company personnel may not sell any security after such security has been recommended to any client for purchase or after being purchased for any client Company personnel may not purchase a security after being recommended to any client for sale or after being sold for any client, if the sale or purchase is effected with a view to making a profit on the anticipated market action of the security resulting from such recommendation, purchase or sale.

4) In order to prevent even the appearance of a violation of this rule or a conflict of interest with a client account, you should refrain from trading in the seven (7) calendar days before and after Jennison trades in that security. This restriction does not apply to certain Jennison trading activity. Examples include: (1) trading activity that occurs in Jennison Managed Account (“JMA”) when either implementing a pre-existing model for new accounts or in situations where JMA trading activity is generated due to cash flow instructions from the managed account sponsor. (2) program trades, whereby the portfolio manager will instruct the trading desk to take a “slice” of the portfolio. Program trades are a tool used by the portfolio manager to spend or raise cash and at the same time generally maintain the current portfolio’s security weightings.

(3) trades that are determined quantitatively.

Securities in a program trade and those that are determined quantitatively will be exempt from the 7 day blackout period, subject to the following conditions:

	•		Employee trades require pre-clearance.

	•		Employee attests to not having knowledge of trading in that particular security.

	•		Security must have a market capitalization equal to or greater than $1 billion.

	•		For trades in securities with a market capitalization of at least $1 billion but less than $5 billion, an employee’s investment will be capped at $10,000 over a rolling seven (7) calendar day period.

	•		For trades in security with a market capitalization greater than $5 billion, an employee’s investment will be capped at $50,000 over a rolling seven (7) calendar day period.

If an employee trades during a blackout period, disgorgement may be required. For example, if an Employee’s trade is pre-approved and executed and subsequently, within seven days of the transaction, the Firm trades on behalf of Jennison’s clients, the Jennison Compliance Department shall review the personal trade in light of firm trading activity and determine on a case-by-case basis the appropriate action. If the Jennison Compliance Department finds that a client is disadvantaged by the personal trade, the employee may be required to reverse the trade and disgorge to the firm any difference due to any incremental price advantage over the client’s transaction .

B) SHORT-TERM TRADING PROFITS

All employees of Jennison Associates are prohibited from profiting in Covered Accounts from the purchase and sale, or the sale and purchase of the same or equivalent securities within 60 calendar days. All employees are prohibited from executing a purchase and a sale of the Covered Funds that appear on Exhibit D, during any 90-day period. Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities within the 60 day restriction period or the purchase and sale of the Covered Funds within the 90 day restriction period, shall be disgorged to the firm.

“Profits realized” shall be calculated consistent with interpretations under section 16(b) of the Securities Exchange Act of 1934, as amended, and the regulations there under, which require matching any purchase and sale that occur with in a 60 calendar day period and, for purposes of this policy, within a 90 calendar day period for any purchase and sale in those Covered Funds that appear on Exhibit D, across all Covered Accounts. As such, a person who sold a security and then repurchased the same (or equivalent) security would need to disgorge a profit if matching the purchase and the sale would result in a profit. Conversely, if matching the purchase and sale would result in a loss, profits would not be disgorged.

In addition, the last in, first out (“LIFO”) method will be used in determining if any exceptions have occurred in any Covered Fund. Profits realized on such transactions must be disgorged. Certain limited exceptions to this holding period are available and must be approved by the Chief Compliance Officer or her designee prior to execution. Exceptions to this policy

include, but are not limited to, hardships and extended disability. Automatic investment and withdrawal programs and automatic rebalancing are permitted transactions under the policy.

The prohibition on short-term trading profits shall not apply to trading of ETFs that replicates the performance of a broad based index, index options and index futures contracts and options on index futures contracts on broad based indices. However, trades related to non-broad based index transactions remains subject to the pre-clearance procedures and other applicable procedures. A list of broad-based indices is provided on Exhibit B.

C) Jennison employees may not purchase any security if the purchase would deprive any of Jennison’s clients of an investment opportunity, after taking into account (in determining whether such purchase would constitute an investment opportunity) the client’s investments and investment objectives and whether the opportunity is being offered to corporate personnel by virtue of his or her position at Jennison.

D) Jennison employees may not purchase new issues of either common stock, fixed income securities or convertible securities in Covered Accounts except in accordance with item E below. This prohibition does not apply to new issues of shares of open-end investment companies. All Jennison employees shall also obtain approval of the Compliance Department and Chief Investment Officer before initiating any purchase of securities on a ‘private placement’ basis. Such approval will take into account, among other factors, whether the investment opportunity should be reserved for Jennison’s clients and whether the opportunity is being offered to the employee by virtue of his or her position at Jennison.

E) Subject to the pre-clearance and reporting procedures, Jennison employees may purchase securities on the date of issuance, provided that such securities are acquired in the secondary market. Upon requesting approval of such transactions, employees must acknowledge that he or she is aware that such request for approval may not be submitted until after the security has been issued to the public and is trading at prevailing market prices in the secondary market.

F) Subject to the pre-clearance and reporting procedures, Jennison employees may effect purchases upon the exercise of rights issued by an 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 of such rights so acquired. In the event that approval to exercise such rights is denied, subject to pre-clearance and reporting procedures, corporate personnel may obtain permission to sell such rights on the last day that such rights may be traded.

G) Transactions in index futures contracts and index options effected on a broad-based index in Exhibit B do not require pre-clearance but are subject to the reporting requirements. This includes those index future contracts and index options that correspond to the daily performance or inverse performance of the broad based indices in Exhibit B.

H) ^* No employee of Jennison Associates may short sell or purchase put options or write call options on securities that represent a long position in any portfolios managed by Jennison on behalf of its clients. Conversely, no employee may sell put options, or purchase either the underlying security or call options that represent a short position which was derived

from a fundamental, bottom up research decision in a Jennison client portfolio. Employees may take long positions and the economically equivalent transactions where the short sales in client accounts are in quantitatively managed strategies, subject to the following conditions:

	•		Employee trades require pre-clearance.

	•		Employee attests to not having knowledge of trading in that particular security.

	•		Security must have a market capitalization equal to or greater than $1 billion.

	•		For trades in securities with a market capitalization of at least $1 billion but less than $5 billion, an employee’s investment will be capped at $10,000 over a rolling seven (7) calendar day period.

	•		For trades in securities with a market capitalization greater than $5 billion, an employee’s investment will be capped at $50,000 over a rolling seven (7) calendar day period.


*		These restrictions do not apply if the underlying security of the option does not require pre-approval under this policy.

Any profits realized from such transactions shall be disgorged to the Firm. All options and short sales are subject to the pre-clearance rules.

All employees are prohibited from selling short including “short sales against the box” and from participating in any options or futures transactions on any securities issued by Prudential, except in connection with bona fide hedging strategies (e.g., covered call options and protected put options). However, employees are prohibited from buying or selling options to hedge their financial interest in employee stock options granted to them by Prudential.

I) No employee of Jennison Associates may participate in investment clubs.

J) While participation in employee stock purchase plans and employee stock option plans need not be pre-approved, copies of the terms of the plans should be provided to the Compliance Department as soon as possible. Jennison employees must obtain pre-approval for any discretionary disposition of securities or discretionary exercise of options acquired pursuant to participation in an employee stock purchase or employee stock option plan, except for the exercise of Prudential options and/or the purchase or sale of Prudential common stock (this exception does not apply to Designated Employees). All such transactions, however, must be reported. Nondiscretionary dispositions of securities or exercise are not subject to pre-approval. Additionally, Jennison employees should report holdings of such securities and options on an annual basis.

K) Subject to pre-clearance, long-term investing through direct stock purchase plans is permitted. The terms of the plan, the initial investment, and any notice of intent to purchase through automatic debit must be provided to and approved by the Jennison Compliance Department. Any changes to the original terms of approval, e.g., increasing, decreasing in the plan, as well as any sales or discretionary purchase of securities in the plan must be submitted for pre-clearance. Termination of participation in such a plan, must be reported to Compliance. Provided that the automatic monthly purchases have been approved by the Jennison Compliance

Department, each automatic monthly purchase need not be submitted for pre-approval. “Profits realized” for purposes of applying the ban on short-term trading profits will be determined by matching the proposed discretionary purchase or sale transaction against the most recent discretionary purchase or sale, as applicable, not the most recent automatic purchase or sale (if applicable). Additionally, holdings should be disclosed annually.

L) DESIGNATED PERSONS: REQUIREMENTS FOR TRANSACTIONS IN SECURITIES ISSUED BY PRUDENTIAL

A Designated Person is an employee who, during the normal course of his or her job has routine access to material, nonpublic information about Prudential, including information about one or more business units or corporate level information that may be material about Prudential. Employees that have been classified as Designated Persons have been informed of their status.

Designated Persons are permitted to exercise their Prudential options and trade in Prudential common stock (symbol: “PRU”) only during certain “open trading windows”. Trading windows will be closed for periods surrounding the preparation and release of Prudential financial results. Approximately 24 hours after Prudential releases its quarterly earnings to the public, the trading window generally opens and will remain open until approximately three weeks before the end of the quarter. Designated Persons will be notified by the Compliance Department announcing the opening and closing of each trading window.

Designated Persons are required to obtain pre-clearance approval from Prudential in order to trade in Prudential common stock, exercise their Prudential options or engage in any transactions under the Prudential Stock Purchase Plan (PSPP) during the “open trading window” period. To request pre-clearance approval, Designated Persons are required to complete a pre-clearance form for Prudential. These forms can be obtained from the Compliance Department. The Compliance Department will notify the Designated Person if their request has been approved or denied. All other pre-clearance rules and restrictions apply.

M) JENNISON EMPLOYEE PARTICIPATION IN SEPARATELY MANAGED ACCOUNTS (SMA)

All eligible employees must adhere to the following conditions in order to open an account in a SMA program; commonly referred to wrap programs:

□ All employees may open a SMA in any managed account program, including those that offer Jennison-managed strategies.

□ All transactions in any SMA account for which a Jennison employee has discretion (e.g. tax selling) will be subject to the pre-clearance and applicable blackout period requirement of this policy.

N) EXCEPTIONS TO THE PERSONAL TRADING POLICY

Notwithstanding the foregoing restrictions , exceptions to certain provisions ( e.g ., blackout period, pre-clearance procedures, and short-term trading profits) of the Personal Trading Policy may be granted on a case-by-case basis by Jennison when no abuse is involved and the facts of the situation strongly support an exception to the rule.

Investments in the following instruments are not bound to the rules and restrictions as set forth above and may be made without the approval of the Jennison Compliance Department: direct government obligations (Bills, Bonds and Notes), money markets, commercial paper, repurchase orders, reverse repurchase orders, bankers acceptance, bank certificates of deposit, municipal bonds, ETFs on a broad based index noted in Exhibit B, currency or investment product where the underlying asset is a currency unit, and other high quality short-term debt instrument ² . Although not subject to pre-clearance, Covered Funds listed on Exhibit D, are subject to reporting and a ban on short term trading, i.e . buying and selling within 90 days.

5. MONITORING/ADMINISTRATION

The Jennison Associates’ Compliance Department will maintain and enforce this policy and the Chief Compliance Officer (“CCO”), or her designee(s), will be directly responsible for reasonably assuring for monitoring compliance with the policy. If such authority is delegated to another compliance professional, a means of reporting deficiencies to the CCO, with respect to any one of the policies as set forth in this combined document, must be established to ensure the CCO is aware of all violations.

Requests for exceptions to the policy will be provided to the Jennison CCO or her designee and from time to time shared with the Prudential Personal Securities Trading Department and Jennison Compliance Committees. While Jennison has primary responsibility to administer its own Personal Trading Policy, Prudential will assist Jennison by monitoring activity in Prudential mutual funds and variable annuities, as well as Jennison funds in Jennison Savings and Pension Plans, and identifying violations to the ban on short term trading, as described in this policy.

As part of monitoring compliance with these policies, Compliance will employ various monitoring techniques, that may consist of but not limited to, reviewing personal securities transactions to determine whether the security was pre-cleared, compare personal securities requests against a firm-wide (includes affiliates of Prudential) or Jennison specific restricted list(s), receiving exception reporting to monitor Jennison 7 day black out period, as described above.

In addition, as indicated above, short term or market timing trading in any Covered Fund identified in Exhibit D, represents a significant conflict of interest for Jennison and Prudential. Market timing any of these investment vehicles may suggest the use of inside information —namely, knowledge of portfolio holdings or contemplated transactions — acquired or developed by an employee for personal gain. The use of such information constitutes a violation of the law that can lead to severe disciplinary action against Jennison and its senior officers. Therefore,


²		“High Quality Short-Term Debt Instrument” means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency ( e.g. Moody’s and S&P).

trading activity in certain Covered Funds will be subject to a heightened level of scrutiny. Jennison employees who engage in short term trading of such funds can be subject to severe disciplinary action, leading up to and including possible termination.

6. PENALTIES FOR VIOLATIONS OF JENNISON ASSOCIATES’ PERSONAL TRADING POLICIES

Violations of Jennison’s Personal Trading Policy and Procedures, while in most cases may be inadvertent, must not occur. It is important that every employee abide by the policies established by the Board of Directors. Penalties will be assessed in accordance with the schedules set forth below. These, however, are minimum penalties. THE FIRM RESERVES THE RIGHT TO TAKE ANY OTHER APPROPRIATE ACTION, INCLUDING BUT NOT LIMITED TO SUSPENSION OR TERMINATION OF EMPLOYMENT.

All violations and penalties imposed will be reported to Jennison’s Compliance Committee.

7. TYPE OF VIOLATION

A) PENALTIES FOR FAILURE TO SECURE PRE-APPROVAL

The minimum penalties for failure to pre-clear personal securities transactions include possible reversal of the trade, possible disgorgement of profits, possible suspension, possible reduction in discretionary bonus as well as the imposition of additional cash penalties to the extent permissible by applicable state law .

1) FAILURE TO PRE-CLEAR PURCHASE

Depending on the circumstances of the violation, the individual may be asked to reverse the trade ( i.e. , the securities must be sold). Any profits realized from the subsequent sale must be turned over to the firm. Please note: The sale or reversal of such trade must be submitted for pre-approval .

2) FAILURE TO PRE-CLEAR SALES THAT RESULT IN LONG-TERM CAPITAL GAINS

Depending on the circumstances of the violation, the firm may require that profits realized from the sale of securities that are defined as “long-term capital gains” by Internal Revenue Code (the “IRC”) section 1222 and the rules there under, as amended, to be turned over to the firm, subject to the following maximum amounts:


JALLC Position		Disgorgement Penalty*
Senior Vice Presidents, Managing Directors and above		Realized long-term capital gain, up to $10,000.00


JALLC Position		Disgorgement Penalty*
Vice Presidents, Assistant Vice Presidents and Principals		Realized long-term capital gain, up to $5,000.00

All other JALLC Personnel		25% of the realized long-term gain, irrespective of taxes, up to $3,000.00


*		Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

3) FAILURE TO PRE-CLEAR SALES THAT RESULT IN SHORT-TERM CAPITAL GAINS

Depending on the nature of the violation, the firm may require that all profits realized from sales that result in profits that are defined as “short-term capital gains” by IRC section 1222 and the rules there under, as amended, be disgorged irrespective of taxes. Please note, however, any profits that result from violating the ban on short-term trading profits are addressed in section 6.C), “Penalty for Violation of Short-Term Trading Profit Rule.”

4) ADDITIONAL CASH PENALTIES


	VP’s, Managing Directors			Other JALLC Personnel
	and Above*			including Principals*
First Offense	None/Warning			None/Warning
Second Offense	$	1,000		$	200
Third Offense	$	2,000		$	300
Fourth Offense	$	3,000		$	400
Fifth Offense	$	4,000	& Automatic Notification of the Board of Directors	$	500	& Automatic Notification of the Board of Directors

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

Penalties shall be assessed over a rolling three year period. For example, if over a three year period (year 1 through year 3), a person had four violations, two in year 1, and one in each of the following years, the last violation in year 3 would be considered a fourth offense. However, if in the subsequent year (year 4), the person only had one violation of the policy, this violation would be penalized at the third offense level because over the subsequent three year period (from year 2 through year 4), there were only three violations. Thus, if a person had no violations over a three year period, a subsequent offense would be considered a first offense, notwithstanding the fact that the person may have violated the policy prior to the three year period.


*		Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

B) FAILURE TO COMPLY WITH REPORTING REQUIREMENTS

Such violations occur if Jennison does not receive a broker confirmation within ten (10) business days following the end of the quarter in which a transaction occurs or if Jennison does not routinely receive brokerage statements. Evidence of written notices to brokers of Jennison’s requirement and assistance in resolving problems will be taken into consideration in determining the appropriateness of penalties.


	VP’s, Managing Directors			Other JALLC Personnel
	and Above *			including Principals*
First Offense	None/Warning			None/Warning
Second Offense	$	200		$	50
Third Offense	$	500		$	100
Fourth Offense	$	600		$	200
Fifth Offense	$	700	& Automatic Notification of the Board	$	300	& Automatic Notification of the Board


*		Penalties will be in the form of fines to the extent permissible by law, suspension, or the reduction of discretionary bonus.

Notwithstanding the foregoing, Jennison reserves the right to notify the Board of Directors for any violation.

C) PENALTY FOR VIOLATION OF SHORT-TERM TRADING PROFIT RULE

Any profits realized from the purchase and sale or the sale and purchase of the same (or equivalent) securities within 60 calendar days and the purchase and sale within 90 calendar days for all Covered Funds that appear on Exhibit D, shall be disgorged to the firm. “Profits realized” shall be calculated consistent with interpretations under section 16(b) of the Securities Exchange Act of 1934, as amended, which requires matching any purchase and sale that occur with in a 60 calendar day period without regard to the order of the purchase or the sale during the period. As such, a person who sold a security and then repurchased the same (or equivalent) security would need to disgorge a profit if matching the purchase and the sale would result in a profit. The LIFO standard will be applied when determining if any violations have occurred in the trading of a Prudential proprietary mutual fund or annuity or Jennison third party managed mutual fund or annuity, other than a money market fund, and whether the purchase and sale of such fund(s) has resulted in a profit or loss.

D) OTHER POLICY INFRINGEMENTS WILL BE DEALT WITH ON A CASE-BY-CASE BASIS

Penalties will be commensurate with the severity of the violation.

Serious violations would include:

□ Failure to abide by the determination of the Jennison Compliance Department.

□ Failure to submit pre-approval for securities in which Jennison actively trades.

□ Failure to comply with the ban on all short term trading, i.e . buying and selling or selling and buying the same or equivalent securities within 60 days and the buying and selling of the Covered Funds listed on Exhibit D within 90 days.

E) DISGORGED PROFITS

Profits disgorged to the firm shall be donated to a charitable organization selected by the firm in the name of the firm. Such funds may be donated to such organization at such time as the firm determines.

8. MISCELLANEOUS

A) POLICIES AND PROCEDURES REVISIONS

These policies and procedures (Code of Ethics, Policy on Insider Trading and Personal Trading Policy and Procedures) may be changed, amended or revised as frequently as necessary in order to accommodate any changes in operations or by operation of law. Any such change, amendment or revision may be made only by Jennison Compliance in consultation with the business groups or areas impacted by these procedures and consistent with applicable law. Such changes will be promptly distributed to all impacted personnel and entities.

B) COMPLIANCE

The Jennison Chief Compliance Officer shall be responsible for the administration of this Policy. Jennison Compliance continuously monitors for compliance with theses policies and procedures, as set forth herein, through its daily pre-clearance process and other means of monitoring, as described above in section 5, Monitoring/Administration. This data that is reviewed and our other means of monitoring ensure that employees are in compliance with the requirements of these policies and procedures. All material obtained during this review, including any analysis performed, reconciliations, violations (and the disposition thereof), exceptions granted is signed by compliance and retained in accordance with section 2, Personal Transaction Reporting Requirements, above.

In addition, this Code of Ethics, Policy on Insider Trading and Personal Trading Policy will be reviewed annually for adequacy and effectiveness. Any required revisions will be made consistent with section A above.

EXHIBIT A

COMPLIANCE AND REPORTING OF PERSONAL TRANSACTIONS MATRIX


		Required		If reportable,
		Pre-		minimum
		Approval	Reportable	reporting
Investment Category/Method	Sub-Category	(Y/N)	(Y/N)	frequency

BONDS	Treasury Bills, Notes, Bonds	N	N	N/A
	Commercial Paper	N	N	N/A
	Other High Quality Short-Term Debt Instrument ³	N	N	N/A
	Agency	N	Y	Quarterly
	Tax Free Auction Rate Securities	N	Y	Quarterly
	Non tax free Auction Rate Securities	Y	Y	Quarterly
	Corporates	Y	Y	Quarterly
	MBS	Y	Y	Quarterly
	ABS	Y	Y	Quarterly
	CMO’s	Y	Y	Quarterly
	Municipals	N	Y	Quarterly
	Convertibles	Y	Y	Quarterly
	Public Offering	Y	Y	Quarterly

STOCKS	Common	Y	Y	Quarterly
	Preferred	Y	Y	Quarterly
	Rights	Y	Y	Quarterly
	Warrants	Y	Y	Quarterly
	Initial, Secondary and Follow On Public Offerings	Y	Y	Quarterly
	Automatic Dividend Reinvestments	N	N	N/A
	Optional Dividend Reinvestments	Y	Y	Quarterly
	Direct Stock Purchase Plans with automatic investments	Y	Y	Quarterly
	Employee Stock Purchase/Option Plan	Y*	Y	*

OPEN-END MUTUAL FUNDS AND ANNUITIES	Affiliated Investments — see Exhibit D.	N	Y	Quarterly
	Non-Affiliated Funds, not managed by Jennison.	N	N	N/A

CLOSED END FUNDS, UNIT INVESTMENT TRUSTS and ETF	All Affiliated & Non-Affiliated Funds	N	Y	Quarterly
	Exchange Traded Funds (ETF) ⁴	Y	Y	Quarterly
	Holders	Y	Y	Quarterly

DERIVATIVES	Any exchange traded, NASDAQ, or OTC option or futures contract, including, but not limited to:
	Financial Futures	**	Y	Quarterly
	Commodity Futures	N	Y	Quarterly
	Options on Futures	**	Y	Quarterly
	Options on Securities	**	Y	Quarterly
	Non-Broad Based Index Options	Y	Y	Quarterly


³		“High Quality Short-Term Debt Instrument” means any instrument having a maturity at issuance of less than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized Statistical Rating Agency (Moody’s and S&P).

*		Pre-approval of the sales of securities or exercising of options acquired through employee stock purchase or employee stock option plans are required, except for the exercise of Prudential options (this exception does not apply to certain Designated Employees). Holdings are required to be reported annually; transactions subject to pre-approval are required to be reported quarterly. Pre-approval is not required to participate in such plans, unless you are a Designated Employee.

⁴		These securities which are effected on a broad based index as indicated on Exhibit B do not require pre-clearance.


		Required		If reportable,
		Pre-		minimum
		Approval	Reportable	reporting
Investment Category/Method	Sub-Category	(Y/N)	(Y/N)	frequency

DERIVATIVES (cont.)	Non Broad Based Index Futures Contracts and Options on Non-Broad Based Index Futures Contracts	Y	Y	Quarterly
	Broad Based Index Options ⁴	N	Y	Quarterly
	Broad Based Index Futures Contracts and Options on Broad Based Index	N	Y	Quarterly
	Futures Contracts ⁴

CURRENCY	Foreign Currency	N	N	N/A
	Any exchange traded currency trusts	N	Y	N/A

	Currency Options	N	Y	N/A
	Currency Futures	N	Y	N/A
	Currency Forwards	N	Y	N/A
	Currency ETFs	N	Y	N/A

LIMITED PARTNERSHIPS,		Y	Y	Quarterly
PRIVATE PLACEMENTS, & PRIVATE INVESTMENTS

VOLUNTARY TENDER		Y	Y	Quarterly
OFFERS

MANAGED ACCOUNT PROGARMS	Employee Directed Portfolio Transactions	Y	Y	Quarterly


**		Pre-approval of a personal derivative securities transaction is required if the underlying security requires pre-approval.

EXHIBIT B

BROAD-BASED INDICES

Barclays Capital U.S. Aggregate Index

CBOE Mini-NDX (1 tenth value of NDX Index)

CBOE Dow Jones Industrial Volatility Index

CBOE Volatility Index

CBOE Nasdaq Volatility Index

FTSE All-World ex US Index

iBoxx $ Liquid Investment Grade Index

iShares Lehman TIPS

MSCI U.S. Broad Based Market Index

MSCI EAFE

MSCI Emerging Markets

NASDAQ- 100

Russell 3000 Growth

Russell 3000 Value

Russell 3000

Russell 1000

Russell 1000 Growth

Russell 1000 Value

Russell Midcap Growth

Russell Midcap

Russell Midcap Value

Russell 2000

Russell 2000 Value

Russell 2000 Growth

S&P 500 Index

S&P Small Cap 600

S&P Midcap 400

Treasury Indices — any index comprised of Treasury securities

EXHIBIT C

OTHER PERSONS DEFINED BY JENNISON AS ACCESS PERSONS

The following groups of persons have been defined by Jennison as Access Persons because these are individuals who, in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments by Jennison on behalf of its clients. These individuals or groups of individuals are identified on this Exhibit C and will be required to comply with such policies and procedures that Jennison deems necessary as specified on this Exhibit.

1. Jennison Directors and Officers who are Prudential Employees

Jennison recognizes that a Jennison director or officer who is employed by Prudential (“Prudential Director or Officer”) may be subject to the Prudential Personal Securities Trading Policy (“Prudential’s Policy”), a copy of which and any amendments thereto shall have been made available to Jennison’s Compliance Department. A Prudential Director or Officer does not need to obtain pre-clearance from Jennison’s Compliance Department; provided that the Prudential Director or Officer does not otherwise have access to current Jennison trading activity.

For purposes of the recordkeeping requirements of this Policy, Prudential Directors and Officers are required to comply with Prudential’s Policy. Prudential will provide an annual representation to the Jennison Compliance Department, with respect to employees subject to the Prudential Policy, that the employee has complied with the recordkeeping and other procedures of Prudential’s Policy during the most recent calendar year. If there have been any violations of Prudential’s Policy by such employee, Prudential will submit a detailed report of such violations and what remedial action, if any was taken. If an employee is not subject to the Prudential Policy, Prudential will provide a certification that the employee is not subject to the Prudential Policy.

2. Outside Consultants and Independent Contractors

Outside Consultants and Independent Contractors who work on-site at Jennison and who in connection with his or her regular functions or duties obtain information regarding the purchase or sale of investments in portfolios managed by Jennison will be subject to such policies and procedures as determined by Jennison.

EXHIBIT D

JENNISON AND PRUDENTIAL MANAGED MUTUAL FUNDS and VARIABLE ANNUITIES (Also known as Covered Funds)

A. Jennison Third Party Managed Funds

MUTUAL FUNDS
Harbor Funds — Harbor Capital Appreciation Fund
John Hancock Funds II — Capital Appreciation Fund
Northern Multi-Manager Large Cap Fund
Principal Funds, Inc. — Diversified Real Asset Fund
SEI Institutional Investments Trust — Long Duration Fund
SEI Institutional Investments Trust — Core Fixed Income Fund
SEI Institutional Managed Trust — Core Fixed Income Fund
SEI Institutional Managed Trust — U.S. Fixed Income Fund
HC Capital Trust — The Growth Equity Portfolio
HC Capital Trust — The Institutional Growth Equity Portfolio
Transamerica Funds — Transamerica Jennison Growth Fund
Transamerica Partners Large Growth Fund
Vanguard Morgan Growth Fund
Vanguard Growth Equity Fund

FUND OPTIONS AVAILABLE IN VARIABLE ANNUITY & INSURANCE PRODUCTS
Transamerica Series Trust — Transamerica Jennison Growth VP
John Hancock Trust — Capital Appreciation Trust
Metropolitan Series Fund, Inc. — Jennison Growth Portfolio
Ohio National Fund, Inc. — Capital Appreciation Portfolio
Pacific Select Fund — Health Sciences Portfolio
Riversource Variable Series Trust — Variable Portfolio Jennison Mid Cap Growth Fund

B. Prudential Proprietary Mutual Funds and Annuities

MUTUAL FUNDS
All funds in the Advanced Series Trust Fund Family
All funds in the Prudential Jennison Fund Family All funds in The Prudential Series Fund Family
Prudential’s Gibraltar Fund, Inc.

VARIABLE ANNUITIES
The Prudential Variable Contract 2
The Prudential Variable Contract 10
The Prudential Variable Contract 11

This Exhibit D may change from time to time and may not always be up-to-date. If you are not sure whether or not you either hold or anticipate purchasing a mutual fund that is either managed by Jennison and Prudential, or is a variable annuity, please contact Compliance.

Last update June 30, 2010.

Exhibit (p)(28)

CODE OF ETHICS FOR PERSONAL INVESTING
Fidelity Funds Version
2011

CODE OF ETHICS — FIDELITY FUNDS VERSION

(Page 2)

Code of Ethics for Personal Investing

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.

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 4

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 12

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 13

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

CODE OF ETHICS — FIDELITY FUNDS VERSION

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.

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.

(Page 3)

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. Keep in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may apply to you.

Fund-Knowledgeable Employees

Employees of Fidelity Management Trust Company (FMTC), Fidelity Pricing and Cash Management Services (FPCMS), and Fidelity Audit Services; 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 Corporate Compliance; 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).

CODE OF ETHICS — FIDELITY FUNDS VERSION

(Page 4)

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.

Respond to the e-mail that you receive from the Ethics Office to acknowledge your understanding of the rules.

(Page 5)

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.

CODE OF ETHICS — FIDELITY FUNDS VERSION

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 not held at Fidelity. 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.

(Page 6)

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:

	o		is under 18, or

	o		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

CODE OF ETHICS — FIDELITY FUNDS VERSION

The term “covered account” encompasses a fairly wide range of accounts. Important factors to consider are:

•

your actual or potential investment control over an account, including whether you have trading authority, power of attorney, or investment control over an account

Specifically, a covered account is a brokerage account or any other type of account that holds, or is capable of holding, a covered security, and that belongs to, or is controlled by (including trading discretion or investment control), any of the following:

	•		a covered person

	•		any corporation or similar entity where a covered person is a controlling shareholder or participates in investment decisions by the entity

	•		any trust of which you or any of your covered persons:

	o		participates in making investment decisions for the trust

	o		is a trustee of the trust

	o		is a settlor who can independently revoke the trust and participate in making investment decisions for the trust

Exception

With prior written approval from the Ethics Office, a covered account may qualify for an exception from these rules if it would be consistent with the general principles and objectives of the Code of Ethics, taking into consideration factors that include the potential for harm to the funds, the reason for the request, and whether the procedural and reporting requirements of this Code of Ethics are necessary or appropriate to protect the funds. Such an exception may be granted for an account where:

	•		a covered person has no trading discretion or influence over the account, such as a blind trust

	•		it is the account of a non-profit organization and a covered person is a member of a board or committee responsible for the investments of the organization, provided that the covered person does not participate in investment decisions with respect to covered securities

	•		it is an educational institution’s account that is used in connection with an investment course that is part of an MBA or other educational program and a covered person participates in investment decisions with respect to the account

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 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.

CODE OF ETHICS — FIDELITY FUNDS VERSION

	•		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.

Automatic investment plan

A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) covered accounts according to a set schedule and allocation.

(Page 7)

KEY CONCEPTS, continued

Fidelity fund

The terms “fund” and “Fidelity fund” mean any investment company or pool of assets that is advised or sub advised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity.

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), including shares of Fidelity funds in a 529 Plan

	•		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 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 (including shares of funds in non-Fidelity 529 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

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

CODE OF ETHICS — FIDELITY FUNDS VERSION

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.

(Page 8)

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.

CODE OF ETHICS — FIDELITY FUNDS VERSION

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 transaction 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 pre-approve 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 submitting a New Outside Activity Request using the compliance Online Reporting system (available at MyCompliance.fmr.com).

(Page 9)

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.

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 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

CODE OF ETHICS — FIDELITY FUNDS VERSION

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

	•		exchange-traded funds (ETFs)

	•		options and futures that are based on an index (e.g., S&P 100, S&P 500) or that are based on one or more instruments that are not covered securities (e.g. 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.fi delity.com (external).

	•		Immediately cancel any good-till-cancelled orders in your covered accounts.

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.

CODE OF ETHICS — FIDELITY FUNDS VERSION

2. Accurately enter the details of the trade you would like to make. Do not trade unless you receive approval. Note the pre-clearance 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.

(Page 10)

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, buying puts to open, selling calls to open, straddles, and spreads.

Exceptions

	•		Options and futures on, or ETFs that track, the following indexes: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225.

	•		Options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 7 for an expanded list of non-covered securities).

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.

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.

CODE OF ETHICS — FIDELITY FUNDS VERSION

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.

(Page 11)

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.

Profiting 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:

CODE OF ETHICS — FIDELITY FUNDS VERSION

	•		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.

(Page 12)

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: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, and Nikkei 225

	•		to transactions in options, futures, and ETFs based on one or more instruments that are not covered securities (e.g., 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

CODE OF ETHICS — FIDELITY FUNDS VERSION

	•		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.

(Page 13)

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 Office 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.

EXAMPLES 60 DAYS
Example 1
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

The March 25 sale is matched to the February 2 purchase (not the January 20 purchase, which as more than 60 days prior). Surrendered: $500 ($5 x 100 shares).

Example 2

FEB 2 Buy 100 shares at $10 each

MAR 25 Sell call option to open for 100 shares at $5; receive $500 premium

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).

Example 3

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

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).

WHAT’S PROHIBITED

CODE OF ETHICS — FIDELITY FUNDS VERSION

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.

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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 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.

CODE OF ETHICS — FIDELITY FUNDS VERSION

•

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.

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: NASDAQ 100, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, Hang Seng 100, S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), MSCI EM, 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 (e.g., 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.

CODE OF ETHICS — FIDELITY FUNDS VERSION