Exhibit h.13

PARTICIPATION AGREEMENT

Among

WANGER ADVISORS TRUST,

LIBERTY FUNDS DISTRIBUTOR, INC.

and

TRANSAMERICA LIFE INSURANCE COMPANY

THIS AGREEMENT, made and entered into as of the 1st day of May, 2002, by and among TRANSAMERICA LIFE INSURANCE COMPANY, (hereinafter the "Company"), an Iowa corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and the WANGER ADVISORS TRUST, a business trust organized under the laws of Massachusetts (hereinafter the "Trust") and LIBERTY FUNDS DISTRIBUTOR, INC. (hereinafter the "Underwriter"), a Massachusetts corporation.

WHEREAS, the Trust engages in business as an open-end management investment company and is available to act as the investment vehicle for separate accounts established for variable life insurance policies and variable annuity contracts (collectively, the "Variable Insurance Products") to be issued by Transamerica Life Insurance Company; and

WHEREAS, the beneficial interest in the Trust is divided into several series of shares, each representing the interest in a particular managed portfolio of securities and other assets, any one or more of which may be made available under this Agreement, as set forth on Schedule A hereto and as may be amended from time to time by mutual agreement of the parties hereto (each such series hereinafter referred to as a "Portfolio"); and

WHEREAS, the Trust is registered as an open-end management investment company under the Investment Company Act of 1940 (the "1940 Act") and its shares are registered under the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Company has registered or will register certain variable life insurance and variable annuity contracts ("Contracts") under the 1933 Act or will not register the Contracts in proper reliance on an exemption from registration under the 1933 Act; and

WHEREAS, each Account is a duly organized, validly existing segregated asset account, established by resolution of the Board of Directors of the Company, on the date shown for such Account on Schedule A hereto, to set aside and invest assets attributable to the aforesaid variable annuity contracts; and

WHEREAS, the Company has registered or will register each Account as a unit investment trust under the 1940 Act; and

WHEREAS, the Underwriter is registered as a broker/dealer with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing of the National Association of Securities Dealers, Inc. (hereinafter "NASD"); and

WHEREAS, the Trust has obtained an order from the SEC granting participating insurance companies and their separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Trust to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and nonaffiliated life insurance companies and certain qualified pension and retirement plans (the "Shared Exemptive Order"); and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, the Company intends to purchase shares in the Portfolios on behalf of each Account to fund certain of the aforesaid Contracts and the Underwriter is authorized to sell such shares to unit investment trusts such as each Account at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, the Company, the Trust and the Underwriter agree as follows:

ARTICLE I. SALE OF TRUST SHARES

1.1. The Underwriter agrees to sell to the Company those shares of the Trust which each Account orders, executing such orders on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the order for the shares of the Trust. For purposes of this Section 1.1, the Company shall be the designee of the Trust for receipt of such orders from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust or its designated transfer agent receives notice of such order by 9:00 a.m. central time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC.

1.2. The Trust agrees to make its shares available indefinitely for purchase at the applicable net asset value per share by the Company and its Accounts on those days on which the Trust calculates its net asset value pursuant to rules of the SEC and the Trust shall use reasonable efforts to calculate such net asset value on each day the New York Stock Exchange is open for trading. Notwithstanding the foregoing, the Board of Trustees of the Trust (hereinafter the "Board") may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, necessary in the best interests of the shareholders of such Portfolio.

1.3. The Trust and the Underwriter agree that shares of the Trust will be sold only to the Company and its separate accounts or (subject to the other terms of this Agreement and the Shared Exemptive Order) to other life insurance companies that offer variable annuity and/or variable life insurance contracts to the public and which have entered into an agreement with the Trust, or to other qualified pension and retirement plans. No shares of any Portfolio will be sold to the general public.

1.4. The Trust agrees to redeem for cash, on the Company's request, any full or fractional shares of the Trust held by the Company, executing such requests on a daily basis at the net asset value next computed after receipt by the Trust or its designee of the request for redemption. For purposes of this
Section 1.4, the Company shall be the designee of the Trust for receipt of requests for redemption from each Account and receipt by such designee shall constitute receipt by the Trust; provided that the Trust or its designated transfer agent receives notice of such request for redemption on the next following Business Day.

1.5. The Company agrees that purchases and redemptions of Portfolio shares offered by the then current prospectus of the Trust shall be made in accordance with the provisions of such prospectus.

1.6. The Company shall pay for Trust shares on the next Business Day after an order to purchase Trust shares is made in accordance with the provisions of Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For the purpose of Sections 2.10 and 2.11, upon receipt by the Trust of the federal funds so wired, such funds shall cease to be the responsibility of the Company and shall become the responsibility of the Trust.

1.7. Issuance and transfer of the Trust's shares will be by book entry only. Stock certificates will not be issued to the Company or any Account. Shares ordered from the Trust will be recorded in an appropriate title for each Account or the appropriate subaccount of each Account.

1.8. The Trust shall cause to be furnished on record date electronic notice to the Company of any income, dividends or capital gain distributions payable on the Trust's shares. The Company hereby elects to receive

all such income dividends and capital gain distributions as are payable on the Portfolio shares in additional shares of that Portfolio. The Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash. The Trust shall notify the Company of the number of shares so issued as payment of such dividends and distributions.

1.9. The Trust shall make the net asset value per share for each Portfolio available to the Company on a daily basis as soon as reasonably practical after the net asset value per share is calculated (normally by 5:30
p.m. central time), and shall use its best efforts to make net asset value per share available by 5:00 p.m. central time.

1.10. The Parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Trust's shares may be sold to other insurance companies (subject to Section 1.3 and Article VI hereof) and the cash value of the Contracts may be invested in other investment companies.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

2.1. The Company represents and warrants that the Contracts are or will be registered under the 1933 Act; or that the Contracts are not registered in proper reliance on an exemption from registration under the 1933 Act; that the Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and that the sale of the Contracts shall comply in all material respects with state insurance suitability requirements. The Company further represents and warrants that it is an insurance company duly organized and in good standing under applicable law and that it has legally and validly established each Account prior to any issuance or sale thereof as a segregated asset account under Section 508A.1 of the Iowa Insurance Code and has registered or, prior to any issuance or sale of the Contracts, will register each Account as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a segregated investment account for the Contracts, or that the Company will not register the Account in proper reliance upon an exclusion from registration under the1940 Act.

2.2. The Trust represents and warrants that Trust shares sold pursuant to this Agreement shall be registered under the 1933 Act, duly authorized for issuance and sold in compliance with the laws of the state of Iowa and all applicable federal and state securities laws and that the Trust is and shall remain registered under the 1940 Act. The Trust shall amend the registration statement for its shares under the 1933 Act and the 1940 Act from time to time as required in order to effect the continuous offering of its shares. The Trust shall register and qualify the shares for sale in accordance with the laws of the various states only if and to the extent deemed advisable by the Trust or the Underwriter.

2.3. The Trust represents that it intends to qualify as a Regulated Investment Company under Subchapter M of the Internal Revenue Code of 1986, as amended, (the "Code") and that it will make every effort to maintain such qualification (under Subchapter M or any successor or similar provision) and that it will notify the Company immediately upon having a reasonable basis for believing that it has ceased to so qualify or that it might not so qualify in the future.

2.4. The Company represents that the Contracts are currently treated as endowment or annuity insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such treatment and that it will notify the Trust and the Underwriter immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

2.5. The Trust represents and warrants that should it ever desire to make any payments to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, the Directors, including a majority who are not "interested persons" of the Trust under the 1940 Act ("disinterested Directors"), will formulate and approve any plan under Rule 12b-1 to finance distribution expenses. To the extent that any portfolio of the Trust may finance its distribution expenses pursuant to a Plan adopted under Rule 12b-1, the portfolio undertakes to comply with any then current SEC and SEC staff interpretations concerning Rule 12b-1 or any successor provisions.

2.6. The Trust makes no representation as to whether any aspect of its operations (including, but not limited to, fees and expenses and investment policies) complies with the insurance laws or regulations of the various states except that the Trust represents that the Trust's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the state of Massachusetts and the Trust and the Underwriter represent that their respective operations are and shall at all times remain in material compliance with the laws of the state of Iowa to the extent required to perform this Agreement.

2.7. The Underwriter represents and warrants that it is a member in good standing of the NASD and is registered as a broker/dealer with the SEC. The Underwriter further represents that it will sell and distribute the Trust shares in accordance with the laws of the state of Iowa and all applicable state and federal securities laws, including without limitation the 1933 Act, the 1934 Act, and the 1940 Act.

2.8. The Trust represents that it is lawfully organized and validly existing under the laws of Massachusetts and that it does and will comply in all material respects with the 1940 Act.

2.9. The Trust and Underwriter represent and warrant that all of their trustees, directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

2.10. The Company represents and warrants that all of its directors, officers, employees, investment advisers, and other individuals/entities dealing with the money and/or securities of the Trust are covered by a blanket fidelity bond or similar coverage for the benefit of the Trust, and that said bond is issued by a reputable bonding company, includes coverage for larceny and embezzlement, and is in an amount not less than $5 million. The Company agrees to make all reasonable efforts to see that this bond or another bond containing these provisions is always in effect, and agrees to notify the Trust and the Underwriter promptly in the event that such coverage no longer applies.

ARTICLE III. PROSPECTUSES AND PROXY STATEMENTS; VOTING

3.1. The Underwriter shall provide the Company with as many printed copies of the Trust's current prospectus and Statement of Additional Information (describing only the designated Portfolios listed on Schedule A) or, to the extent permitted, the Trust's profiles as the Company may reasonably request. If requested by the Company in lieu thereof, the Trust shall provide camera-ready film containing the Trust's prospectus and Statement of Additional Information, and such other assistance as is reasonably necessary in order for the Company once each year (or more frequently if the prospectus and/or Statement of Additional Information for the Trust is amended during the year) to have the prospectus for the Contracts and the Trust's prospectus printed together in one document, and to have the Statement of Additional Information for the Trust and the Statement of Additional Information for the Contracts printed together in one document. Alternatively, the Company may print the Trust's prospectus and/or its Statement of Additional Information in combination with other fund companies' prospectuses and statements of additional information. All such documents shall be provided to the Company within time reasonably required to allow for printing and delivery to Contract owners, but no later than five business days prior to the date the documents are required under then-current regulations to be sent to Contract owners. Except as provided in the following three sentences, all expenses of printing and distributing Trust prospectuses and Statements of Additional Information shall be the expense of the Company. For prospectuses and Statements of Additional Information provided by the Company to its existing owners of Contracts in order to update disclosure annually as required by the 1933 Act and/or the 1940 Act, the cost of printing shall be borne by the Trust. If the Company chooses to receive camera-ready film in lieu of receiving printed copies of the Trust's prospectus, the Trust will reimburse the Company in an amount equal to the product of A and B where A is the number of such prospectuses distributed to owners of the Contracts, and B is the Trust's per unit cost of typesetting and printing the Trust's prospectus. The same procedures shall be followed with respect to the Trust's Statement of Additional Information.

The Company agrees to provide the Trust or its designee with such information as may be reasonably requested by the Trust to assure that the Trust's expenses do not include the cost of printing any prospectuses or Statements of Additional Information other than those actually distributed to existing owners of the Contracts.

3.2. The Trust's prospectus shall state that the Statement of Additional Information for the Trust is available from the Underwriter or the Company (or in the Trust's discretion, the Prospectus shall state that such Statement is available from the Trust).

3.3. The Trust, at its expense, shall provide the Company with copies of its proxy statements, reports to shareholders, and other communications (except for prospectuses and Statements of Additional Information, which are covered in Section 3.1) to shareholders in such quantity as the Company shall reasonably require for distributing to Contract owners.

3.4. If and to the extent required by law the Company shall:

(i) solicit voting instructions from Contract owners;

(ii) vote the Trust shares in accordance with instructions received from Contract owners; and

(iii) vote Trust shares for which no instructions have been received in a particular separate account in the same proportion as Trust shares of such portfolio for which instructions have been received in that separate account, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for variable contract owners. The Company reserves the right to vote Trust shares held in any segregated asset account in its own right, to the extent permitted by law.

3.5. The Company shall be responsible for assuring that each of its separate accounts participating in the Trust calculates voting privileges as required by the Shared Exemptive Order and consistent with any reasonable standards the Trust may adopt.

3.6. The Trust will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular the Trust will either provide for annual meetings or comply with Section 16(c) of the 1940 Act (although the Trust is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, the Trust will act in accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the Commission may promulgate with respect thereto.

ARTICLE IV. SALES MATERIAL AND INFORMATION

4.1. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee, each piece of sales literature or other promotional material in which the Trust or its investment adviser or the Underwriter is named, at least fifteen Business Days prior to its use. No such material shall be used if the Trust or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.

4.2. The Company shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust in connection with the sale of the Contracts other than the information or representations contained in the registration statement or prospectus for the Trust shares, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports or proxy statements for the Trust, or in sales literature or other promotional material approved by the Trust or its designee or by the Underwriter, except with the permission of the Trust or the Underwriter or the designee of either.

4.3. The Trust, Underwriter, or its designee shall furnish, or shall cause to be furnished, to the Company or its designee, each piece of sales literature or other promotional material in which the Company and/or its separate

account(s), is named at least fifteen Business Days prior to its use. No such material shall be used if the Company or its designee reasonably objects to such use within fifteen Business Days after receipt of such material.

4.4. The Trust and the Underwriter shall not give any information or make any representations on behalf of the Company or concerning the Company, each Account, or the Contracts other than the information or representations contained in a registration statement or prospectus for the Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in published reports for each Account which are in the public domain or approved by the Company for distribution to Contract owners, or in sales literature or other promotional material approved by the Company or its designee, except with the permission of the Company.

4.5. Upon request, the Trust or its designee will provide to the Company at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, proxy statements, sales literature and other promotional materials, applications for exemptions, requests for no-action letters, and all amendments to any of the above, that relate to the Trust or its shares.

4.6. Upon request, the Company will provide to the Trust at least one complete copy of all registration statements, prospectuses, Statements of Additional Information, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions, requests for no action letters, and all amendments to any of the above, that relate to the Contracts or each Account.

4.7. For purposes of this Article IV, the phrase "sales literature or other promotional material" includes, but is not limited to, any of the following that refer to the Trust or any affiliate of the Trust: advertisements (such as material published, or designed for use in, a newspaper, magazine, or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, and registration statements, prospectuses, Statements of Additional Information, shareholder reports, and proxy materials.

ARTICLE V. FEES AND EXPENSES

5.1. The Trust and Underwriter shall pay no fee or other compensation to the Company under this agreement, except that if the Trust or any Portfolio adopts and implements a plan pursuant to Rule 12b-1 to finance distribution expenses, then the Underwriter may make payments to the Company or to the underwriter for the Contracts if and in amounts agreed to by the Underwriter in writing and such payments will be made out of existing fees otherwise payable to the Underwriter, past profits of the Underwriter or other resources available to the Underwriter. No such payments shall be made directly by the Trust.

5.2. All expenses incident to performance by the Trust under this Agreement shall be paid by the Trust. The Trust shall see to it that all its shares are registered and authorized for issuance in accordance with applicable federal law and, if and to the extent deemed advisable by the Trust, in accordance with applicable state laws prior to their sale. The Trust shall bear the expenses for the cost of registration and qualification of the Trust's shares, preparation and filing of the Trust's prospectus and registration statement, proxy materials and reports, setting the prospectus in type, setting in type and printing the proxy materials and reports to shareholders (including the costs of printing a prospectus that constitutes an annual report), the preparation of all statements and notices required by any federal or state law, and all taxes on the issuance or transfer of the Trust's shares.

5.3. The Company shall bear the expenses of distributing the Trust's prospectus, proxy materials and reports to owners of Contracts issued by the Company.

ARTICLE VI. DIVERSIFICATION

6.1. The Trust will at all times invest money from the Contracts in such a manner as to ensure that the Contracts will be treated as variable contracts under the Code and the regulations issued thereunder. Without limiting the scope of the foregoing, the Trust will at all times comply with Section 817(h) of the Code and Treasury Regulation 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts and any amendments or other modifications to such Section or Regulations. In the event of a breach of this Article VI by the Trust, it will take all reasonable steps (a) to notify the Company of such breach and (b) to adequately diversify the Trust so as to achieve compliance within the grace period afforded by Regulation 1.817-5.

ARTICLE VII. POTENTIAL CONFLICTS

7.1. The Trust, if it determines to offer its shares to any other insurance company, separate account or to a qualified plan shall furnish the Company with a copy of its application for an order of the SEC under Section 6(c) of the 1940 Act for mixed and shared funding relief, and the notice of such application and order when issued by the SEC. The Company agrees to comply with the conditions on which such order is issued, including reporting any potential or existing conflicts promptly to the Board of Trustees of the Trust ("Board"), and in particular whenever contract owner voting instructions are disregarded, to the extent such conditions are not materially different from the conditions of the mixed and shared funding relief that the Company has agreed to be bound by in similar participation agreements with other fund providers, and recognizes that it shall be responsible for assisting the Board in carrying out its responsibilities in connection with such order. The Company agrees to carry out such responsibilities with a view to the interests of existing contract owners.

7.2 The Board will monitor the Trust for the existence of any material irreconcilable conflict between the interests of the contract owners of all separate accounts investing in the Trust. An irreconcilable material conflict may arise for a variety of reasons, including: (a) an action by any state insurance regulatory authority; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, no-action or interpretative letter, or any similar action by insurance, tax, or securities regulatory authorities; (c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of any Portfolio are being managed; (e) a difference in voting instructions given by variable annuity contract and variable life insurance contract owners; or (f) a decision by an insurer to disregard the voting instructions of contract owners. The Board shall promptly inform the Company if it determines that an irreconcilable material conflict exists and the implications thereof.

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

7.4. If it is determined by a majority of the Board, or a majority of its disinterested Trustees, that a material irreconcilable conflict exists, the Company shall, at its expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and including: (1), withdrawing the assets allocable to some or all of the separate accounts from the Trust or any Portfolio and reinvesting such assets in a different investment medium, including (but not limited to) another Portfolio of the Trust, or submitting the question whether such segregation should be implemented to a vote of all affected Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., annuity contract owners, life insurance contract owners, or variable contract owners of the Company) that votes in favor of such segregation, or offering to the affected contract owners the option of making such a change; and (2), establishing a new registered management investment company or managed separate account.

7.5. If a material irreconcilable conflict arises because of a decision by the Company to disregard contract owner voting instructions and that decision represents a minority position or would preclude a majority

vote, the Company may be required, at the Trust's election, to withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account; provided, however that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Any such withdrawal and termination must take place within six (6) months after the Trust gives written notice that this provision is being implemented, and until the end of that six month period the Underwriter and Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust.

7.6. If a material irreconcilable conflict arises because a particular state insurance regulator's decision applicable to the Company conflicts with the majority of other state regulators, then the Company will withdraw the affected Account's investment in the Trust and terminate this Agreement with respect to such Account within six months after the Board informs the Company in writing that it has determined that such decision has created an irreconcilable material conflict; provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable conflict as determined by a majority of the disinterested Trustees of the Board. Until the end of the foregoing six month period, the Underwriter and Trust shall continue to accept and implement orders by the Company for the purchase (and redemption) of shares of the Trust.

7.7. For purposes of Sections 7.4 through 7.7 of this Agreement, a majority of the disinterested Trustees of the Board shall determine whether any proposed action adequately remedies any irreconcilable material conflict, but in no event will the Trust be required to establish a new funding medium for the Contracts. The Company shall not be required by Section 7.4 to establish a new funding medium for the Contracts if an offer to do so has been declined by vote of a majority of Contract owners materially adversely affected by the irreconcilable material conflict. In the event that the Board determines that any proposed action does not adequately remedy any irreconcilable material conflict, then the Company will withdraw the Account's investment in the Trust and terminate this Agreement within six (6) months after the Board informs the Company in writing of the foregoing determination, provided, however, that such withdrawal and termination shall be limited to the extent required by any such material irreconcilable conflict as determined by a majority of the disinterested members of the Board.

7.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940 Act or the rules promulgated thereunder with respect to mixed or shared funding (as defined in the Shared Exemptive Order) on terms and conditions materially different from those contained in the Shared Exemptive Order, then the Trust and/or the Company, as appropriate, shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.

ARTICLE VIII. INDEMNIFICATION

8.1. Indemnification By The Company

8.1(a). The Company agrees to indemnify and hold harmless the Underwriter and the Trust and each trustee of the Board and officers and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Company) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement or prospectus for the Contracts or contained in the Contracts or sales literature for the Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in

reliance upon and in conformity with information furnished to the Company by or on behalf of the Trust for use in the Registration Statement or prospectus for the Contracts or in the Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature of the Trust not supplied by the Company, or persons under its control) or wrongful conduct of the Company or persons under its control, with respect to the sale or distribution of the Contracts or Trust Shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Trust by or on behalf of the Company; or

(iv) arise as a result of any material failure by the Company to provide the services and furnish the materials under the terms of this Agreement; or

(v) arise out of or result from any material breach of any representation and/or warranty made by the Company in this Agreement or arise out of or result from any other material breach of this Agreement by the Company, as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof.

8.1(b). The Company shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to the Trust, whichever is applicable.

8.1(c). The Company shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Company in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Company of any such claim shall not relieve the Company from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Company shall be entitled to participate, at its own expense, in the defense of such action. The Company also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Company to such party of the Company's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Company will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

8.1(d). The Indemnified Parties will promptly notify the Company of the commencement of any litigation or proceedings against them in connection with the issuance or sale of the Trust Shares or the Contracts or the operation of the Trust.

8.2. Indemnification by the Underwriter

8.2(a). The Underwriter agrees to indemnify and hold harmless the Company and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act
(collectively, the "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Underwriter) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law

or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Contracts and:

(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Underwriter or Trust by or on behalf of the Company for use in the Registration Statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Contracts or Trust shares; or

(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or sales literature for the Contracts not supplied by the Underwriter or persons under its control) or wrongful conduct of the Trust or its designated transfer agent, or Underwriter or persons under their control, with respect to the sale or distribution of the Contracts or Trust shares; or

(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company by or on behalf of the Underwriter; or

(iv) arise as a result of any material failure by the Underwriter to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or

(v) arise out of or result from any material breach of any representation and/or warranty made by the Underwriter in this Agreement or arise out of or result from any other material breach of this Agreement by the Underwriter; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof.

8.2(b). The Underwriter shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to each Company or the Account, whichever is applicable.

8.2(c). The Underwriter shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Underwriter of any such claim shall not relieve the Underwriter from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Underwriter will be entitled to participate, at its own expense, in the defense thereof. The Underwriter also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Underwriter to such party of the Underwriter's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Underwriter will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

8.2(d). The Company agrees promptly to notify the Underwriter of the commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issuance or sale of the Contracts or the operation of each Account.

8.3. Indemnification By the Trust

8.3(a). The Trust agrees to indemnify and hold harmless the Company, and each of its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust and:

(i) arise as a result of any material failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure to comply with the diversification requirements specified in Article VI of this Agreement); or

(ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust, as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof.

8.3(b). The Trust shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to the Company, the Trust, the Underwriter or each Account, whichever is applicable.

8.3(c). The Trust shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Trust of any such claim shall not relieve the Trust from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, the Trust will be entitled to participate, at its own expense, in the defense thereof. The Trust also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action. After notice from the Trust to such party of the Trust's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and the Trust will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

8.3(d). The Company and the Underwriter agree promptly to notify the Trust of the commencement of any litigation or proceedings against it or any of its respective officers or directors in connection with this Agreement, the issuance or sale of the Contracts, with respect to the operation of either Account, or the sale or acquisition of shares of the Trust.

ARTICLE IX. APPLICABLE LAW

9.1. This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of Iowa.

9.2. This Agreement shall be subject to the provisions of the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings thereunder, including such exemptions from those statutes, rules and regulations as the SEC may grant (including any Shared Exemptive Order) and the terms hereof shall be interpreted and construed in accordance therewith.

ARTICLE X. TERMINATION

10.1. This Agreement shall continue in full force and effect until the first to occur of:

(a) termination by any party for any reason by ninety
(90) days advance written notice delivered to the other parties; or

(b) termination by the Company by written notice to the Trust and the Underwriter with respect to any Portfolio based upon the Company's determination that shares of such Portfolio are not reasonably available to meet the requirements of the Contracts; or

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

(d) termination by the Company by written notice to the Trust and the Underwriter with respect to any Portfolio in the event that such Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if the Company reasonably believes that the Trust may fail to so qualify; or

(e) termination by the Company by written notice to the Trust and the Underwriter with respect to any Portfolio in the event that such Portfolio fails to meet the diversification requirements specified in Article VI hereof; or

(f) termination by either the Trust or the Underwriter by written notice to the Company, if (1) either one or both of the Trust or the Underwriter respectively, shall determine, in their sole judgment reasonably exercised in good faith, that the Company has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity will have a material adverse impact upon the business and operations of either the Trust or the Underwriter, (2) the Trust or the Underwriter shall notify the Company in writing of such determination and its intent to terminate this Agreement, and (3) after considering the actions taken by the Company and any other changes in circumstances since the giving of such notice, such determination of the Trust or the Underwriter shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination; or

(g) termination by the Company by written notice to the Trust and the Underwriter, if (1) the Company shall determine, in its sole judgment reasonably exercised in good faith, that either the Trust or the Underwriter has suffered a material adverse change in its business or financial condition or is the subject of material adverse publicity and such material adverse change or material adverse publicity will have a material adverse impact upon the business and operations of the Company, (2) the Company shall notify the Trust and the Underwriter in writing of such determination and its intent to terminate the Agreement, and (3) after considering the actions taken by the Trust and/or the Underwriter and any other changes in circumstances since the giving of such notice, such determination of the Company shall continue to apply on the sixtieth (60th) day following the giving of such notice, which sixtieth day shall be the effective date of termination.

10.2. Notwithstanding any termination of this Agreement, the Trust and the Underwriter shall at the option of the Company, continue to make available additional shares of the Trust pursuant to the terms and conditions of this Agreement, for all Contracts in effect on the effective date of termination of this Agreement

(hereinafter referred to as "Existing Contracts"). Specifically, without limitation, the owners of the Existing Contracts shall be permitted to reallocate investments in the Trust, redeem investments in the Trust and/or invest in the Trust upon the making of additional purchase payments under the Existing Contracts. The parties agree that this Section 10.2 shall not apply to any terminations under Article VII and the effect of such Article VII terminations shall be governed by Article VII of this Agreement.

10.3. The Company shall not redeem Trust shares attributable to the Contracts (as opposed to Trust shares attributable to the Company's assets held in the Account) except (i) as necessary to implement Contract owner initiated or approved transactions, or (ii) as required by state and/or federal laws or regulations or judicial or other legal precedent of general application (hereinafter referred to as a "Legally Required Redemption") or (iii) as permitted by an order of the SEC pursuant to Section 26(b) of the 1940 Act. Upon request, the Company will promptly furnish to the Trust and the Underwriter the opinion of counsel for the Company (which counsel shall be reasonably satisfactory to the Trust and the Underwriter) to the effect that any redemption pursuant to clause (ii) above is a Legally Required Redemption. Furthermore, except in cases where permitted under the terms of the Contracts, the Company shall not prevent Contract Owners from allocating payments to a Portfolio that was otherwise available under the Contracts without first giving the Trust or the Underwriter 90 days notice of its intention to do so.

ARTICLE XI. NOTICES

Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

IF TO THE TRUST:
Wanger Advisors Trust

Liberty Wanger Asset Management, L.P.

227 West Monroe, Suite 3000
Chicago, IL 60606

Attention: Chief Legal Counsel

IF TO THE COMPANY:
Transamerica Life Insurance Company
4333 Edgewood Road, N E
Cedar Rapids, Iowa 52499-0001

Attention: Financial Markets Division, Legal Department

IF TO THE UNDERWRITER:
Liberty Funds Distributor, Inc.

One Financial Center
Boston, MA 02111
Attention: Chief Legal Counsel

ARTICLE XII. MISCELLANEOUS

12.1. All persons dealing with the Trust must look solely to the property of the Trust for the enforcement of any claims against the Trust as neither the Board, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Trust.

12.2. Subject to the requirements of legal process and regulatory authority, each party hereto shall treat as confidential the names and addresses of the owners of the Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party.

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

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

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

12.6. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby. Notwithstanding the generality of the foregoing, each party hereto further agrees to furnish the Iowa Insurance Commissioner with any information or reports in connection with services provided under this Agreement which such Commissioner may reasonably request in order to ascertain whether the insurance operations of the Company are being conducted in a manner consistent with the Iowa Insurance Regulations and any other applicable law or regulations.

12.7. The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

12.8. This Agreement or any of the rights and obligations hereunder may not be assigned by any party without the prior written consent of all parties hereto; provided, however, that the Underwriter may assign this Agreement or any rights or obligations hereunder to any affiliate of or company under common control with the Underwriter, if such assignee is duly licensed and registered to perform the obligations of the Underwriter under this Agreement. The Company shall promptly notify the Trust and the Underwriter of any change in control of the Company.

12.9. The Company shall furnish, or shall cause to be furnished, to the Trust or its designee copies of the following reports:

(a) the Company's annual statement (prepared under statutory accounting principles) and annual report (prepared under generally accepted accounting principles ("GAAP"), if any), as soon as practical and in any event within 90 days after the end of each fiscal year;

(b) the Company's quarterly statements (statutory) (and GAAP, if any), as soon as practical and in any event within 45 days after the end of each quarterly period;

(c) any financial statement, proxy statement, notice or report of the Company sent to stockholders and/or policyholders, as soon as practical after the delivery thereof to stockholders;

(d) any registration statement (without exhibits) and financial reports of the Company filed with the SEC or any state insurance regulator, as soon as practical after the filing thereof; and

(e) any other report submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company, as soon as practical after the receipt thereof.

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

COMPANY:
TRANSAMERICA LIFE INSURANCE COMPANY
By its authorized officer,

By: /s/ Larry N. Norman
    ----------------------------------
    Larry N. Norman

Title: President

TRUST:
WANGER ADVISORS TRUST
By its authorized officer,

By: /s/ Bruce H. Lauer
    ----------------------------------
Name: Bruce H. Lauer

Title: Treasurer

UNDERWRITER:
LIBERTY FUNDS DISTRIBUTOR, INC.
By its authorized officer,

By:  /s/ Lewis Antone, Jr.
     ----------------------------------
Name: Lewis Antone, Jr.

Title: VP

----------------------------------------------------------------------------------------------------------------------
      NAME OF SEPARATE ACCOUNT AND
        DATE ESTABLISHED BY THE                    POLICIES FUNDED                      PORTFOLIO(S) AVAILABLE
           BOARD OF TRUSTEES                  BY THE SEPARATE ACCOUNTS                     UNDER THE POLICIES
----------------------------------------------------------------------------------------------------------------------
         Separate Account VA F                    AV721 101 149 1001                Wanger U.S. Smaller Companies
             May 15, 2000                  Under the Marketing Name "Premier
                                                     Asset Builder
                                                   Variable Annuity"
----------------------------------------------------------------------------------------------------------------------

Exhibit h.14

AMENDMENT NO. 1 TO THE
PARTICIPATION AGREEMENT
Among
WANGER ADVISORS TRUST,
LIBERTY FUNDS DISTRIBUTOR, INC.
and
TRANSAMERICA LIFE INSURANCE COMPANY

This Amendment No. 1 is incorporated in and made a part of the Participation Agreement made and entered into as of the 1st day of May, 2002, by and among TRANSAMERICA LIFE INSURANCE COMPANY, (hereinafter the "Company"), an Iowa corporation, on its own behalf and on behalf of each segregated asset account of the Company set forth on Schedule A hereto as may be amended from time to time (each such account hereinafter referred to as the "Account"), and the WANGER ADVISORS TRUST, a business trust organized under the laws of Massachusetts (hereinafter the "Trust") and LIBERTY FUNDS DISTRIBUTOR, INC. (hereinafter the "Underwriter"), a Massachusetts corporation. The Agreement is amended as follows:

1. Schedule A of the Agreement is hereby deleted in its entirety and replaced with the Schedule A attached hereto.

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

IN WITNESS WHEREOF, each of the parties hereto have caused their duly authorized officers to execute this Agreement as of December 1, 2002:

COMPANY:
TRANSAMERICA LIFE INSURANCE COMPANY
By its authorized officer,

By: /s/ Larry N. Norman
    -----------------------------------
    Larry N. Norman

Title: President

TRUST:
WANGER ADVISORS TRUST
By its authorized officer,

By: /s/ Vincent Pietropaolo
     -------------------------------------
Name: Vincent Pietropaolo

Title: Assistant Secretary

UNDERWRITER:
LIBERTY FUNDS DISTRIBUTOR, INC.
By its authorized officer,

By: /s/ Beth Ann Brown
    ------------------------------------
Name: Beth Ann Brown

Title: SVP, National Accounts

--------------------------------------------------------------------------------------------------------------------
      NAME OF SEPARATE ACCOUNT AND
        DATE ESTABLISHED BY THE                    POLICIES FUNDED                      PORTFOLIO(S) AVAILABLE
           BOARD OF TRUSTEES                  BY THE SEPARATE ACCOUNTS                    UNDER THE POLICIES
--------------------------------------------------------------------------------------------------------------------
         Separate Account VA F                    AV721 101 149 1001                Wanger U.S. Smaller Companies
             May 15, 2000                  Under the Marketing Name "Premier
                                                     Asset Builder
                                                   Variable Annuity"

--------------------------------------------------------------------------------------------------------------------
         Separate Account VA P                    AV721 101 149 1001                Wanger U.S. Smaller Companies
           November 26, 2001              Flexible Premium Variable Annuity
                                             - A under the Marketing Name
                                          "Transamerica Opportunity Builder"
--------------------------------------------------------------------------------------------------------------------

Exhibit i

BELL, BOYD & LLOYD LLC
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
312 372 1121
Fax: 312 372 2098

April 10, 2003

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

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

/s/ Bell, Boyd & Lloyd LLC

Exhibit j

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions "Financial Highlights," and "Independent Auditors" in the Registration Statement (Form N-1A) of the Wanger Advisors Trust filed with the Securities and Exchange Commission and to the incorporation by reference therein and in the related Prospectus of our report dated February 7, 2003 in this Post-Effective Amendment No. 15 to the Registration Statement under the Securities Act of 1933 (Registration No. 33-83548) and in this Amendment No. 16 to the Registration Statement under the Investment Company Act of 1940 (Registration No. 811-8748).

                                             /s/ ERNST & YOUNG LLP

Chicago, Illinois
April 10, 2003

Exhibit p.3

C O D E o f E T H I C S

Code of Ethics - Effective April 1, 2003

Columbia Management Group
A FleetBoston Financial Company

Subsidiaries and Funds

C O D E o f E T H I C S

Table of Contents

                                                                         Page
Overview and Definitions
    Overview                                                                 1
    Things You Need to Know to Use This Code                                 2
    Definitions                                                            2-4

Part I

Statement of General Principles
1.  Prohibition on Use of Material Nonpublic Information                     5
2.  Restriction on Receipt of Gifts By Employees                             5
3.  Compliance with the Spirit of the Code                                   5

Part II

Prohibited Transactions and Activities
A.  Prohibition of Fraud, Deceit Etc by Access Person                        7
B.  Prohibition on Trading Securities Being Purchased,
    Sold or Considered for a Fund                                            7
C.  Trading Restrictions Applicable to ALL Access Persons                    7
     1.   Pre-clearance of Transactions                                      8
     2.   CMG Equity Restricted List                                         8
     3.   Initial Public Offerings                                           8
D.  Trading Restrictions Applicable to Investment Persons                    8
     3.   Private Placements                                                 8
     4.   Five-day Blackout Period                                           8
     5.   Short-term Trading                                                 8
E.  Exempt Transactions                                                      9
F.  Restriction on Service as Director                                       9
G.  Other Restrictions for specific sub-groups                              10
H.  Penalties for Non-Compliance                                            10

Part III

Administration and Reporting Requirements
Annual Code Distribution and Certification of Compliance                    11
Reporting Requirements for Access Persons                                   11
1.  Duplicate Confirmations and Account Statements                          11
2.  Initial and Annual Disclosure of Personal Holdings                      11
3.  Quarterly Transaction Reports                                           12
4.  Annual Holdings Reports                                                 12
5.  Report to the Boards of Directors/Trustees                              12
6.  Review of Securities Transactions and Holding Reports                   13

Appendices:
  Appendix A    List of Covered Companies and Their Code Officers           14
  Appendix B    Standard for Sub-Advisers That Want to Operate
                Under Their Own Code of Ethics                           16-17
  Appendix D    Insider Trading Policy                                      18
  Appendix E    Pre-clearance Procedures                                    19
  Appendix F    Exceptions to the Short-term Trading Ban                    21
  Appendix G    Approved Indices                                            22
  Appendix H    Sanction Schedule                                           23

C O D E o f E T H I C S

Columbia Management Group, Inc.
Subsidiaries and Funds

CODE OF ETHICS
April 1, 2003

Overview

This is the Code of Ethics for:

- The CMG Funds (including The Acorn Funds, The Galaxy Funds, The Liberty Funds and The Columbia Funds);

- All of the direct or indirect subsidiaries of Columbia Management Group, Inc. (CMG) listed in Appendix A that act as adviser, sub-adviser, or principal underwriter for any CMG Funds.

In this Code:

- The subsidiaries of CMG are called the "Columbia Management Group Companies";

- The investment companies are called the "CMG Funds," and

- All non-Fund advisory and sub-advisory clients of the Columbia Management Group Companies are called "Clients." In this Code, "Client Account" or "CMG Account" refers to assets managed by a Columbia Management Group Company as adviser or sub-adviser for a Client.

This Code also applies to every Sub-Adviser to any of the CMG Funds that is not a subsidiary of CMG, except Sub-Advisers that the Board of Trustees/Directors of the relevant Funds have authorized to operate under their own Codes of Ethics under the standards explained in Appendix B to this Code of Ethics.

In this Code, the CMG Companies, the CMG Funds, and CMG Fund sub-advisers that are not CMG Companies and have not been authorized to operate under their own codes ("Unaffiliated Sub-Advisers") are called "Covered Companies." This Code applies to all board members, officers and employees of all Covered Companies.

This Code is designed to protect the CMG Funds and Clients against improper securities trading for the accounts of certain people who are associated with the Covered Companies.

The Code protects the CMG Funds and Clients in the following ways:

- it prohibits certain activities by Employees, officers and board members of the Covered Companies that involve the potential for conflicts of interest (Part I);

- it prohibits certain kinds of personal securities trading by Access Persons (Part II); and

- it requires Access Persons to report their securities holdings and transactions, so they can be reviewed for conflicts with the investment activities of CMG Funds and CMG Accounts (Part III).

Things You Need to Know to Use This Code

This Code is divided as follows:

- Overview and Definitions

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

- Part II Prohibited Transactions and Activities:

Applies to Access Persons Only

- Part III Administration and Reporting Requirements:

Applies to Access Persons Only

- Appendices:

Appendix A        List of Covered Companies and Their Code Officers

Appendix B        Standards for Fund Sub-Advisers That Want to Operate Under
                  Their Own Codes of Ethics

Appendix C        Beneficial Ownership

Appendix D        Insider Trading Policy

Appendix E        Pre-Clearance Procedures

Appendix F        Exceptions to the Short-term trading ban

Appendix G        Indices

Appendix H        Sanctions Schedule

                                                         C O D E o f E T H I C S

Part I of this Code applies to all personnel of all Covered Companies.

To understand what other parts of this Code apply to you, you need to know whether you fall into one or more of these categories:

- Access Person, (Incl. Interested Director/Trustee - see left insert)

- Investment Person and/or

- Disinterested Director/Trustee.

If you don't know which category you belong to, ask the Code Officer of your Covered Company. Each Covered Company's Code Officer is listed on Appendix C to this Code.

Access Persons and Investment Persons should pay particular attention to Parts II and III of this Code in addition to Part I.

[CALLOUT BOX]
[NOTE:
If hyou are an Investment Person, you are automatically an Access Person as well, so you must comply with both the Access Person provisions and the Investment Person provisions.

If you are a Disinterested Director/Trustee, you are automatically an Access Person, but only a few provisions of this Code apply to you. See the definition of Disinterested Director/Trustee on Page 4 of this Code for a list of the provisions that apply to you.

If you are an interested director/trustee, you are an Access Person but follow the applicable reporting provisions in Part III only.]

Definitions

Terms in boldface type have special meanings as used in this Code. To understand the Code, you need to read the definitions of these terms below.

These terms have special meanings in the Code of Ethics:

- "Access Person" means (i) any director or officer of a Covered Company,
(ii) any Employee of a Covered Company who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a security by a CMG Fund or Client Account or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (iii) any natural person in a control relationship to a Covered Company who obtains information concerning recommendations made to the CMG Fund or Client Account with regard to the purchase or sale of a security. The Code Officer of each Columbia Management Group Company shall maintain a list of Employees deemed to be Access persons for purposes of this Code.

- 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 seriously considers making such a recommendation.

- "Beneficial ownership" means "any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in" a security. The term "pecuniary interest" is further defined to mean "the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities." Beneficial ownership includes accounts of a spouse, minor children and relatives resident in the home of the Access Person, as well as accounts of another person if the Access Person obtains there from benefits substantially equivalent to those of ownership. For additional information, see APPENDIX C.

- "CMG" refers to Columbia Management Group.

- "Control" shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

- "Covered Companies" means each organization listed on Appendix A.

- "Covered Security" means anything that is considered a "security" under the Investment Company Act of 1940, except:

1. Direct obligations of the U.S. Government.

2. Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

3. Shares of open-end investment companies that are registered under the Investment Company Act (mutual funds).

C O D E o f E T H I C S

This is a very broad definition of security. It includes most kinds of investment instruments, including things that you might not ordinarily think of as "securities," such as:

1. Options on securities, on indexes and on currencies.

2. Investments in all kinds of limited partnerships.

3. Investments in foreign unit trusts and foreign mutual funds.

4. Investments in private investment funds, hedge funds and investment clubs.

If you have any question or doubt about whether an investment is a considered a security or a Covered Security under this Code, ask your Code Officer.

- "Disinterested Director/Trustee" means a board member of any Fund who is not an "interested person" of the Funds under the Investment Company Act of 1940, and who is subject to this Code only because of being a board member of one or more Funds.

If you are a Disinterested Director/Trustee, you are subject to only these parts of the Code:

- Part I (General Principles)

- Part II (A) (Prohibition of Fraud, Etc.)

- Part II (B) (Prohibition on Trading Covered Securities Being Purchased, Sold or Considered for the Funds) (as limited by Part II(B))--but only as to transactions where you know (or should have known) that the Covered Security was being purchased or sold (or considered for purchase or sale) by a Fund.

- Part III 3(B) (Quarterly Transaction Reporting)--but only if, during the calendar quarter, you bought or sold a Covered Security and you knew (or, in the ordinary course of fulfilling your official duties as Fund board member, you should have known) that, during the 15-day period immediately before or after you purchased or sold the Covered Security:

[CALLOUT BOX]
[IMPORTANT:
If you have any doubt or question about whether an investment, account or person is covered by any of these definitions, ask your Code Officer. Don't just guess at the answer.]

- a Fund of which you are a board member purchased or sold that Covered Security, or

- the adviser or sub-advisers of a Fund of which you are a board member considered purchasing or selling that Covered Security for the Fund.

- "Employee" means any employee or officer of a Covered Company. Employee does not include a Disinterested Director/Trustee of a CMG Fund.

- "Investment Person" refers to an Access Person who is also:

- CMG Portfolio Manager

- CMG Regional Investment Adviser

- Trader

- Research Analyst

- a member of Senior Management and their assistants

- misc. supporting directly the Investment department

- CMG compliance adviser team

- CMG Legal team.

- "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security.

C O D E o f E T H I C S

Part
I

Statement of General Principles

This Section Applies to All Employees and All Board Members of Each Covered Company.

The relationship with our clients is fiduciary in nature. This means that you are always required to put the interests of our clients before your personal interests.

This Code is based on the principle that all officers, directors and employees of each Columbia Management Group Company are required to conduct their personal securities transactions in a manner that does not interfere with the portfolio transactions of, or take unfair advantage of their relationship with, a Covered Company. This fiduciary duty is owed to both our advisory clients and to the CMG Funds.

You should avoid situations that present actual as well as potential conflicts of interest. You may not take inappropriate advantage of your position.

It is imperative that all officers, directors and employees avoid situations that might compromise or call into question their exercise of independent judgment in the interest of the CMG Funds and Client Accounts. Areas of concern relating to independent judgment include, among others, unusual or limited investment opportunities, perks, and gifts of more than de minimis value from persons doing or seeking to do business with a Covered Company.

Personal securities trading shall be made only in strict accordance with this Code and in addition, personnel must adhere to the specific requirements set forth in this Code.

1. Prohibition on Use of Material Nonpublic Information Insider Trading Policy

All Employees and Board Members of each Covered Company shall comply with the Columbia Management Group's Insider Trading Policy, which prohibits any person from purchasing or selling a security while in possession of related material non-public information or communicating such information in connection with a transaction. See Appendix D.

2. Restriction on Receipt of Gifts by Employees

Employees are prohibited from receiving, either directly or indirectly, anything of value in excess of a de minimis amount from any person or any employee of any third party that does or seeks to do business with any Covered Company, any cash or other compensation (regardless of amount), or any gift or other item of more than de minimis value. De minimis value is defined as, more than $100 per item or in the aggregate from any third party during any 12-month period.

3. Compliance with the Spirit of the Code

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

However, CMG will not tolerate personal trading activity which is inconsistent with our duties to our clients or which injures the reputation and professional standing of our organization. Therefore, technical compliance with the specific requirements of this Code, within the spirit of placing the interest of our clients before our personal interests, does not automatically insulate you from liability for a review of your trades that show a pattern of abuse or breach of an individual's fiduciary duty.

In rare instances, the Code Officer of each Covered Company has the authority to grant written waivers of the provisions of this Code for personnel of a Covered Company. In those instances however, the Code Officer may consult with the Legal Department prior to granting such waivers. SEC mandated provisions of the Code cannot be waived at any time.

C O D E o f E T H I C S

Part
II

Prohibited Transactions and Activities

This Section Applies to Access Persons

A. Prohibition on Fraudulent and Deceptive Acts

The Investment 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 of 1940 makes it unlawful for any director, trustee, officer or employee of an investment adviser of an investment company (as well as certain other persons), in connection with the purchase and sale by such person of a security "held or to be acquired" by the investment company (the "Fund"):

1. To employ any device, scheme or artifice to defraud the Fund;

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

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

4. To engage in any manipulative practice with respect to the Fund.

B. Prohibition on Trading Securities Being Purchased, Sold or Considered for any CMG Fund or Client Account:

Except as permitted in Section E below, no Access Person of any Covered Company shall purchase or sell, directly or indirectly, any Covered Security in which such person had, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which he or she knows (or, in the case of transactions by an Investment Person, such Investment Person should have known) at the time of such purchase or sale:

- is being considered for purchase or sale by a CMG Fund or Client Account; or

- is being purchased or sold by a CMG Fund or Client Account.

For purposes of this prohibition:

- A Covered Security is "being purchased or sold" by a CMG Fund or a Client Account from the time when an instruction to purchase or sell the Covered Security for the CMG Fund or Client Account has been communicated to the person who places the buy or sell orders for the CMG Fund or Client Account until the time when the purchase or sale transaction or program has been fully completed or cancelled.

- The CMG Funds and CMG recognize that, except in unusual circumstances, the Disinterested Directors/Trustees neither will know nor should know what Covered Securities are being purchased or sold (or being considered for purchase or sale) by the CMG Funds.

C. Trading Restrictions Applicable to ALL Access Persons (except Disinterested Directors/Trustees).

1. Pre-Clearance of Transactions. Access Persons of each Covered Company must pre-clear transactions in Covered Securities in which they have Beneficial Ownership, in accordance with any pre-clearance procedures in effect prior to effecting the transactions. See Appendix E for pre-clearance procedures and any exemptions (see Section E below) to determine whether a transaction is subject to the pre-clearance requirement.

NOTE: Pre-clearance Requests/Approvals are valid ONLY for the same Trading Day (until 4:00 pm EST) on which the request has been made.

2. Equity Restricted List.

When an Equity analyst of CMG initiates coverage or changes a rating on a Covered Security, the security is put on a restricted list valid for 48 hours. No Access Person shall be granted pre-clearance in such security while active on the list.

3. Initial Public Offerings (IPOs). No Access Person shall acquire securities as part of an initial public offering under any circumstances.

C O D E o f E T H I C S

D. Additional Trading Restrictions Applicable to Investment Persons.

1. Private Placements.

No Investment Person shall purchase any securities issued in a private placement except with the prior written approval of the Code Officer. In addition, any Investment Person who owns or has been authorized to acquire a security in a private placement is required to disclose annually that ownership and not play any role in a Covered Company's subsequent investment decision regarding the issuer of the security.

2. Five-Day Blackout Period.

No Investment Person shall purchase or sell any security within a period of five (5) business days before and after a purchase or sale by a CMG Fund or Client Account over which the Investment Person exercises investment discretion.

The blackout period restriction under this Section should not operate to the detriment of any CMG Fund or Client Account. Therefore, if an Investment Person has executed a transaction in a security for his or her personal account and within five business days thereafter wishes to purchase or sell that security for a CMG Fund or Client Account over which he or she exercises investment discretion, the Investment Person shall submit a written explanation, at the time of pre-clearance, to the Code Officer describing the circumstances relating to the decision to trade the security for the account. Based on the specific circumstances and a determination that the Investment Person has not otherwise violated the Code of Ethics, including the Statement of General Principles in Part I, the Code Officer may approve the trade by the CMG Fund or Client Account and, in that case, the prior personal transaction by the Investment Person shall not be considered a violation of the five day black-out period restriction. The Code Officer shall maintain a written record of the approval.

3. Short-Term Trading.

Any profit realized by an Investment Person from any purchase and sale, or any sale and purchase, of any Covered Security (or its equivalent) within any period of 30 calendar days or less shall inure to and be recoverable by the Covered Company for the benefit of a charitable organization (qualified under Section 501(c) of the Internal Revenue Code).

Exceptions to the short-term trading ban may be requested in writing in advance and will generally only be granted in hardship cases by the Code Officer, where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban. See examples of Exceptions in Appendix F.

E. Exempt Transactions.

The following types of transactions are not subject to the trading restrictions of Sections B, C and D of this Code of Ethics. However, they must be reported under the Reporting provisions of Part III of this Code:

1. Transactions in securities issued or guaranteed by the US Government or its agencies or instrumentalities; bankers' acceptances; US bank certificates of deposit; commercial paper; and mutual fund shares (i.e., shares of open-end registered investment companies). (Exempt from reporting requirements in Part III).

2. Transactions in an issuer's dividend reinvestment program (DRIP), or automatic investment plan;

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

4. Transactions which are non-volitional on the part of either the employee or the Covered Company (e.g., stock splits, automatic conversions);

5. Transactions in options and securities based on certain markets as listed on Appendix G, which may be amended from time to time by the Code Officer.

6. Transactions effected in any account over which the employee has no direct or indirect influence or control (such as a blind trust), subject, however, to pre-approval of the Code Officer in the case of certain accounts, as described in Appendix C;

C O D E o f E T H I C S

7. Such other transactions as the Code Officer shall approve in his/her sole discretion, provided that the Code Officer shall find that such transactions are consistent with the Statement of General Principles and applicable laws. The Code Officer shall maintain a record of the approval and will communicate to the Access Person's manager(s).

8. Transactions by Board members of a CMG Fund but who are not Independent (disinterested directors/trustees) and are not officers, directors or employees of a Covered Company.

F. Restriction on Service as Director by Access Persons

Access Persons, other than Disinterested Directors/Trustees, are prohibited from serving on the boards of directors of publicly traded companies, absent a prior authorization from the Code Officer and CMG Senior Management, based on a determination that the board service would not be inconsistent with the interests of any CMG Fund or Client Account. This restriction shall not apply to Access Persons serving on the board of directors or as a trustee of any CMG Fund.

G. Other Restrictions for specific sub-groups:

Specific sub groups in the organization may be subject to additional restrictions as determined by the Code Officer, because of their specific investment activities or their structure in the company. The Code Officer shall keep separate applicable procedures and communicate accordingly to these groups.

H. Penalties for Non-Compliance

Upon discovering a violation of this Code, the CMG Code of Ethics Sanctions Committee, after consultation with the members of the Committee and the Code Officer, may take any disciplinary action, as it deems appropriate, including, but not limited to, any or all of the following:

- Formal Written Warning (with copies to supervisor and personnel file); Cash Fines;

- Disgorgement of Trading Profits;

- Ban on Personal Trading;

- Suspension;

- Termination of Employment

See the Sanctions schedule in Appendix H for details (subject to revision).

C O D E o f E T H I C S

Part
III

Administration and
Reporting Requirements
This Section Applies to Access Persons.

Annual Code Distribution to All Employees

The most current CMG Code of Ethics and Certification of Compliance will be distributed to all Employees and Disinterested Directors/Trustees on an annual basis.

Reporting Requirements for All Access Persons

1. Duplicate Confirmations and Account Statements.

Each Access Person (excluding Trustees) shall cause every broker with whom he or she maintains an account to provide duplicate confirmations and statements to the appropriate CMG Compliance Department for all Covered Securities transactions by the Access Person. The Code Officer shall make a list of Access Persons and compile summaries of all trades entered and all transactions completed.

Such reports shall include:

- the name of the security;

- date of transaction;

- quantity;

- price;

- the account Number the transaction was effected in

- the broker-dealer through which the transaction was effected.

2. Initial Disclosure of All Personal Holdings

No later than 10 calendar days after you become an Access Person, you must file with the Code Officer a Holdings Report. Copies of all Reporting Forms are available from the Code Officer.

The Holdings Report requires you to list all Covered Securities in which you have Beneficial Ownership (or Family Holdings) on the date you become an Access Person. It also requires you to list all brokers, dealers and banks where you maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or a member of your Family Holdings on the date you became an Access Person.

The Initial Holdings Report also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and members of your Family Holdings and that you understand that you are an Access Person and, if applicable, an Investment Person under the Code.

3. Quarterly Transaction Report

A. For All Access Persons Except Disinterested Directors/Trustees:

All Access Persons will be required to provide the CMG Compliance Department with a completed Quarterly Transaction Report no later than 10 days after the end of each calendar quarter.

The Quarterly Transaction Report must contain, with respect to any transaction during the calendar quarter in a Covered Security Beneficially Owned or Family Holdings, by the Access Person:

(1) 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 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 security at which the transaction was effected;

(4) the name of the broker, dealer or bank with or through which the transaction was effected; and

(5) the account number that the transaction was effected in.

(6) the date that the report is submitted by the Access Person.

(Note: Interested Directors/Trustees will attach copies of the confirms of each transactions effected during the reporting quarter to their quarterly transaction report)

C O D E o f E T H I C S

B. For Disinterested Directors/Trustees:

If during any calendar quarter you, or an account in which you a had Beneficial Ownership (or Family Holdings), had a transaction in a Covered Security at a time when you knew, or in the ordinary course of fulfilling your duties as a Fund Board Member should have known, that on the day of the transaction or within 15 days before or after the transaction a purchase or sale of the same class of securities was made or being made for the Fund, then, within 10 days after the end of that quarter, you must file with the Code Officer of the Fund a Quarterly Transaction Report.

4. Annual Holdings Report

By January 30 of each year, you must file with the Code Officer an Annual Holdings Report. A copy of the Annual Holdings Report Form may be obtained from the Code Officer.

The Annual Holdings Report requires you to list all Covered Securities in which you (or Family Holdings) had Beneficial Ownership as of December 31 of the immediately preceding year. It also requires you to list all brokers, dealers and banks where you or Family Holdings maintained an account in which any securities (not just Covered Securities) were held for the direct or indirect benefit of you or Family Holdings on December 31 of the immediately preceding year.

[CALLOUT BOX]
[NOTE:
Copies of all reporting forms are available from the CODE OFFICER.]

(Note: Interested Director/Trustees will attach a copy of the year end broker statement for each related account, to the annual holdings report)

The Annual Holdings Report also requires you to confirm that you have read and understand this Code, that you understand that it applies to you and Family Holdings and that you understand that you are an Access Person and, if applicable, an Investment Person under the Code.

5. Report to the Boards of Directors/Trustees.

On an annual basis, CMG shall prepare a written report to the management of CMG and the Boards of Directors/Trustees of the CMG Funds that (1) describes any issues arising under the Code since the last report including, but not limited to, information about material violations of the Code and disciplinary action taken in response to the material violations; and (2) certifies that each Columbia Management Group Company has adopted procedures reasonably necessary to prevent violations of the Code.

CMG shall present any material change(s) to the Code, to the Board of Directors/Trustees no later than six months after adoption of the material change.

6. Review of Securities Transactions and Holding Reports

Each Covered Company shall maintain procedures designated to ensure that all securities transactions and holdings reports submitted by Access Persons are reviewed by appropriate management or compliance personnel.

----------------------------------------------------   -------------------------
Covered Company                                        Code Officer
----------------------------------------------------   -------------------------
Columbia Management Advisers, Inc.                     Marielle Davis
                                                       Boston, MA
----------------------------------------------------   -------------------------
----------------------------------------------------   -------------------------
Liberty Asset Management Co.                           Marielle Davis
(LAMCO)                                                Boston, MA
----------------------------------------------------   -------------------------
----------------------------------------------------   -------------------------
Colonial Advisory Services, Inc. (CASI)                Marielle Davis
                                                       Boston, MA
----------------------------------------------------   -------------------------
----------------------------------------------------   -------------------------
The CMG Funds (Acorn, Galaxy, Columbia, Liberty)       Marielle Davis
                                                       Boston, MA
----------------------------------------------------   -------------------------
----------------------------------------------------   -------------------------
Columbia Financial Center Incorporated                 Marielle Davis
                                                       Boston, MA
----------------------------------------------------   -------------------------
----------------------------------------------------   -------------------------
Liberty Funds Distributor, Inc. (LFDI)                 Marielle Davis
                                                       Boston, MA
----------------------------------------------------   -------------------------
----------------------------------------------------   -------------------------
Liberty Wanger Asset Management                        Linda Roth
                                                       Chicago, IL
----------------------------------------------------   -------------------------
----------------------------------------------------   -------------------------
Crabbe Huson Group, Inc.                               Lori Morla
                                                       Portland, OR
----------------------------------------------------   -------------------------
----------------------------------------------------   -------------------------
Progress Investment Management Company                 Beverly Pasley Harrison
                                                       San Francisco, CA
----------------------------------------------------   -------------------------

C O D E o f E T H I C S

Appendix B

Standards for CMG Fund Sub-Advisers That Want to Operate Under Their Own Codes of Ethics

Every Sub-Adviser to any CMG Fund is a Covered Company under this Code of Ethics, except for Sub-Advisers that operate under a separate Code of Ethics that (1) meets the requirements of Rule 17j-1 under the Investment Company Act; (2) has been submitted to the Board of Trustees of the relevant CMG Fund(s); and (3) the Board of Trustees has determined is satisfactory (which determination the Board of Trustees may revoke at any time upon notice to such Sub-Adviser). Each Sub-Adviser that so operates under a separate Code shall

- promptly report to the relevant CMG Fund(s) in writing any material amendments to such Code;

- promptly furnish to the relevant CMG Fund(s) or CMG upon request, copies of any reports made pursuant to such Code by any Access Person of such Sub-Adviser; and

- immediately furnish to the CMG Funds and CMG without request, all material information regarding any violation of such Code by any Access Person of such Sub-Adviser who has any responsibilities with respect to the Sub-Adviser's provision of services to any CMG Fund.

C O D E o f E T H I C S

Appendix C
Beneficial Ownership
Columbia Management Group Code of Ethics

For purposes of the Code of Ethics, the term "beneficial ownership" shall be interpreted in accordance with the definition of "beneficial owner" set forth in Rule 16a-l(a)(2) under the Securities Exchange Act of 1934, as amended, which states that the term "beneficial owner" means "any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in" a security. The term "pecuniary interest" is further defined to mean "the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities."

The pecuniary interest standard looks beyond the record owner of securities. As a result, the definition of beneficial ownership is extremely broad and encompasses many situations which might not ordinarily be thought to confer a "pecuniary interest" in or "beneficial ownership" of securities.

Securities Deemed to be "Beneficially Owned"

Securities owned "beneficially" would include not only securities held by you for your own benefit, but also securities held (regardless of whether or how they are registered) by others for your benefit in an account over which you have influence or control, such as, securities held for you by custodians, brokers, relatives, executors, administrators, or trustees. The term also includes securities held for your account by pledgees, securities owned by a partnership in which you are a general partner, and securities owned by any corporation that you control.

Set forth below are some examples of how beneficial ownership may arise in different contexts.

- Family Holdings. Securities held by members of your immediate family sharing the same household are presumed to be beneficially owned by you. Your "immediate family" includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, significant other, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (but does not include aunts and uncles, or nieces and nephews). The definition also includes adoptive relationships. You may also be deemed to be the beneficial owner of securities held by an immediate family member not living in your household if the family member is economically dependent upon you.

- Partnership and Corporate Holdings. A general partner of a general or limited partnership will generally be deemed to beneficially own securities held by the partnership, as long as the partner has direct or indirect influence or control over the management and affairs of the partnership. A limited partner will generally not be deemed to beneficially own securities held by a limited partnership, provided he or she does not own a controlling voting interest in the partnership. If a corporation is your "alter ego" or "personal holding company", the corporation's holdings of securities are attributable to you.

- Trusts. Securities held by a trust of which you are a beneficiary and over which you have any direct or indirect influence or control would be deemed to be beneficially owned by you. An example would be where you as settlor have the power to revoke the trust without the consent of another person, or have or share investment control over the trust.

- Estates. Ordinarily, the term "beneficial ownership" would not include securities held by executors or administrators in estates in which you are a legatee or beneficiary unless there is a specific bequest to you of such securities, or you are the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such bequest.

Securities Deemed Not to be "Beneficially Owned"

For purposes of the Code of Ethics, the term "beneficial ownership" excludes securities or securities accounts held by you for the benefit of someone else if you do not have a pecuniary interest in such securities or accounts. For example, securities held by a trust would not be considered beneficially owned by you if neither you nor an immediate family member is a beneficiary of the trust. Another example illustrating the absence of pecuniary interest, and therefore also of beneficial ownership, would be securities held by an immediate family member not living in the same household with you, and who is not economically dependent upon you.

C O D E o f E T H I C S

"Influence or Control"/ Approved Blind Trusts

Transactions over which you have "no direct or indirect influence or control" are not subject to the Trading restrictions applicable to Access Persons in Part II of this Code of Ethics. To have "influence or control", you must have an ability to prompt, induce or otherwise affect transactions in the account. Like beneficial ownership, the concept of influence or control encompasses a wide variety of factual situations. An example of where influence or control exists would be where you, as a beneficiary of a revocable trust, have significant ongoing business and social relationships with the trustee of the trust. Examples of where influence or control does not exist would be a true blind trust, or securities held by a limited partnership in which your only participation is as a non-controlling limited partner. The determining factor in each case will be whether you have any direct or indirect influence or control over the securities account. Access persons with such blind trust or third party discretionary accounts shall have their account agreement and/or governing documents forwarded to the appropriate Code Officer for review prior to trading pursuant to this exemption. The account will only be exempt if the Access Person initially, and on an annual basis thereafter, certifies that he or she maintains no control or influence over the account.

C O D E o f E T H I C S

Appendix D
Insider trading Policy

Prohibition on Use of Material Nonpublic Information

Generally, it is illegal to trade in securities while you are in possession of material nonpublic information that might affect the value of those securities or to transmit that information to others who trade in those securities. Because the law of insider trading involves a number of complex legal interpretations, every employee is required to confer with a CMG Compliance Director before entering into any securities transaction while in possession of material nonpublic information, whether for a client account or the employee's account. The CMG Compliance Director, in consultation with the FleetBoston Financial Corporate Law Department, will determine whether proceeding with the proposed transaction would involve substantial risks that the transactions would violate the law. Every Employee must follow the procedures described below or risk serious disciplinary action including sanctions, dismissal, or substantial personal liability or criminal penalties, including jail sentences.

Before trading for yourself or others in the securities of a company about which you may have material nonpublic, or "inside information," ask yourself the following questions:

- Is the information material? That is, information that an investor would consider important in making an investment decision. Is this information that could affect the market price of the securities if generally disclosed to the public?

- Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by, for example, being published in publications of general circulation? Do not assume that information that has been provided to you by personnel of the issuer or other insiders has been publicly disseminated unless you know otherwise.

If, after consideration of the above, you believe that the information may be material and nonpublic, you should immediately take the following steps:

- Report the matter immediately to CMG Compliance Department.

- Do not purchase or sell the securities on behalf of yourself for others, including any client accounts.

- Do not communicate the information to anyone else. Make sure that the information is secure, e.g., seal any files that contain the information.

- CMG Compliance Department will review the issue, and provide instruction as to how to proceed.

If, after consideration of the items set forth above, you have any doubt as to:

- whether the information is material or nonpublic,

- if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or

- the propriety of any action,

you must discuss it with the CMG Compliance Department before trading or communicating the information to anyone.

C O D E o f E T H I C S

Appendix E
Pre-clearance Procedures

These pre-clearance procedures do not apply to the employees of Liberty Wanger Asset Management, Crabbe Huson Group, Inc., and Progress Investment Management Company. These advisers should include a separate Appendix E to that regard.

All Access Persons must pre-clear and receive approval from the Compliance Department prior to executing a transaction in a Covered Security (including both publicly traded and private placement securities).

Once granted, pre-clearance approval is valid only one business day, until the close of Trading of that business day (4:00 PM EST) (or, in the case of a private placement purchase; the closing of the private placement transaction).

An order that is not executed within that time must be re-submitted for pre-clearance approval.

1. Most Access Persons can request pre-clearance approval by using the Electronic Pre-clearance Form through Outlook. (if you do not use Outlook or are not able to access the Form as instructed, please follow the alternative procedure below).

[CALLOUT BOX]
[NOTE:
In the Preclearance Approval Request Form, most fields are required, (unless otherwise noted) and must be completed. You will not be able to send the request if all fields are not completed.]

In Outlook, Select Tools on the top tool bar, then Forms, and Choose forms.

Select Pre-clearance Form and click Open or double click on Form name. Complete the form as requested. See picture on the right.

Click on the Send button.

The Compliance Department will process the request and you will be notified whether your request has been approved or denied via your inbox in Outlook. You may place the trade with your broker only after and if you receive an approval.

2. Alternate Procedures (If you cannot access the electronic Pre-clearance Form
- This also applies if you are trying to obtain pre-clearance while away from the office.)

and timely response.)

Compliance department Email Address:
1FNC-Compliance@columbiamangement.com

Code of Ethics Administrators:                     Code Officer:
Javier Fernandez - 617.772.3014                    Marielle Davis - 617.772.3887
Francis O'Connor - 617.772.3605

Provide the following information, required in order to successfully complete the pre-clearance:

- Name, account number, name on the account, security name, ticker, cusip (if known), transaction type, and quantity. Please indicate if the transaction is at a loss if it is relevant to the approval.

Important Notes:

- In submitting a proposed transaction for pre-clearance approval, the Access Person must certify that the proposed transaction complies with the requirements of this Code. Because compliance with this Code may depend on subsequent investment activities for clients, pre-clearance approval of a transaction by Compliance does not necessarily mean the transaction complies with this Code.

- An Access Person may only trade through Securities accounts that he/she has previously reported to the Code Officer and for which the Code Officer receives duplicate confirmations and statements. Once an Access Person has been notified that a trade has been approved, it is that individual's responsibility to release the trade to the broker.

C O D E o f E T H I C S

Appendix F
Exceptions to the Short-term trading ban.

Exceptions to the short-term trading ban may be requested in advance to the Code Officer, and will generally only be granted in the case of hardship, where it is determined that no abuse is involved and the equities of the situation strongly support an exception to the ban.

Circumstances that could provide the basis for an exception under this paragraph may include for example, among other things:

- an involuntary transaction that is the result of unforeseen corporate activity

- 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 Investment Person's economic circumstances materially change in such a manner that enforcement of the short-term trading ban would cause an extreme hardship on the Investment Person.

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Appendix G
List of Approved Indices
(to be reviewed at least annually)

These securities are exempt from Pre-clearance requirements and subsequently are not subject to the black-out period or the short term profit bans.

However, they must be reported.

QQQ (NASDAQ 100)
S& P 500
S&P Midcap 400
S&P 100
Dow Jones

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APPENDIX H
Sanctions Schedule

This schedule does not apply to the employees of Liberty Wanger Asset Management, Crabbe Huson Group, Inc., and Progress Investment Management Company. These advisers should include a separate Appendix H to that regard.

The Ethics Committee will meet quarterly or as needed to review employee Code of Ethics violations identified by CMG Compliance. The responsibility of the Committee will be to conduct informational hearings, assess mitigating factors, and uniformly impose sanctions consistent with the Code's sanction Guidelines. The Committee consists of Senior Management from Fleet Legal and the CMG business lines, Corporate and Investment Compliance, and Human Resources. The Committee will be the final arbitrators to determine appropriate sanctions. Below is the Sanction Schedule which outlines specific sanctions for failure to comply with the Code.

-----------------------------------------------------------------------------------------------------------
Personal Trading Violation                  Sanctions Guidelines
-----------------------------------------------------------------------------------------------------------
No Broker Statements or Confirms on         1st offense: Written Warning
File or evidence that duplicate             2nd offense**: Written Reprimand and/or Monetary Penalty
statements have been requested.             3rd or more offenses: Monetary Penalty, Freeze Trading accounts
                                            for 30-90 days and/or Suspension / Termination.
-----------------------------------------------------------------------------------------------------------
*Trading without receiving                  1st offense**: Written Warning
preclearance; Trading outside the           2nd offense: Written Reprimand and/or Monetary Penalty
1 day window.                               3rd or more offenses: Monetary Penalty, Freeze Trading accounts
                                            for 30-90 days and/or Suspension / Termination.
-----------------------------------------------------------------------------------------------------------
*Trading after being denied approval.       1st offense**: Written Reprimand and/or Monetary Penalty
                                            2nd or more offenses: Monetary Penalty, Freeze Trading accounts
                                            for 30-90 days and/or Suspension / Termination.
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Failure to file a Quarterly Securities      1st offense: Written Warning
Transaction Report within the 10 day        2nd offense**: Written Reprimand and/or Monetary Penalty
required window.                            3rd or more offenses: Monetary Penalty, Freeze Trading accounts
                                            for 30-90 days and/or Suspension / Termination.
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Failure to File an Annual Code              1st offense: Written Warning
Acknowledgment and Certification form       2nd offense**: Written Reprimand and/or Monetary Penalty
within the 30 day required window           3rd or more offenses: Monetary Penalty, Freeze Trading accounts
                                            for 30-90 days and/or Suspension / Termination.
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*Purchasing an Initial Public Offering      1st or more offenses**: Monetary Penalty, Freeze Trading
                                            accounts (IPO) for 30-90 days and/or Suspension / Termination.
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                                            Applies only to Investment Personnel as defined in the Code
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*Front running Mutual Funds/Trading         1st offense**: Written Reprimand and/or Monetary Penalty
within the 5 day blackout period            2nd or more offenses: Monetary Penalty, Freeze Trading accounts
                                            for 30-90 days and/or Suspension / Termination.
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*Short Term profit taking                   1st  offense**: Written Reprimand and/or Monetary Penalty
                                            2nd or more offenses: Monetary Penalty, Freeze Trading accounts
                                            for 30-90 days and/or Suspension / Termination
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* Includes Disgorgement of Trading          ** Level that requires review by the Ethics Committee

The following schedule details the monetary penalties that may be applied for each offense.

Access Persons and Admistrative Investment       - $100-$500

Investment Persons                               - $500-$1,000

Senior Investment Persons                        - $1,000-$2,500

Managing Directors                               - $2,500-$5,000