EX-99 2 exh.txt PRICEWATERHOUSECOOPERS PWC PricewaterhouseCoopers LLP 125 High Street Boston, MA 02110 Telephone (617) 530-5000 Facsimile (617) 530-5001 Report of Independent Registered Public Accounting Firm To the Trustees and the Shareholders of Liberty Variable Investment Trust In planning and performing our audits of the financial statements of Columbia International Fund, Variable Series; Liberty Growth & Income Fund, Variable Series; Colonial Strategic Income Fund, Variable Series; Colonial Small Cap Value Fund, Variable Series; Columbia High Yield Fund, Variable Series; Liberty Select Value Fund, Variable Series; Liberty S&P 500 Index Fund, Variable Series (the "Funds") (each a series of Liberty Variable Investment Trust) as of and for the year ended December 31, 2005, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds' internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Such internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the funds' ability to initiate, authorize, record, process or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the funds' annual or interim financial statements that is more than inconsequential will not be prevented or detected. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Our consideration of the Funds' internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be significant deficiencies or material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds' internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2005. This report is intended solely for the information and use of management and the Board of Liberty Variable Investment Trust and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/PricewaterhouseCoopers LLP Boston, Massachusetts February 21, 2006 77C Matters submitted to a vote of security holders Columbia International Fund, Variable Series Colonial Strategic Income Fund, Variable Series Liberty Growth & Income Fund, Variable Series Colonial Small Cap Value Fund, Variable Series Liberty Select Value Fund, Variable Series Liberty S&P 500 Index Fund, Variable Series Columbia High Yield Fund, Variable Series On November 30, 2005, a Special Meeting of the Shareholders of the Funds was held to approve the following items, as described in the Proxy Statement for the Meeting. The votes cast at the Meeting were as follows:
To elect Trustees: For Withheld ------------------------------------- ----------------------------------- ----------------------------------- Douglas A. Hacker 103,709,400.119 2,219,756.770 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- Janet Langford Kelly 103,696,791.948 2,232,364.941 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- Richard W. Lowry 103,715,040.509 2,214,116.380 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- Charles R. Nelson 103,730,474.376 2,198,682.513 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- John J. Neuhauser 103,764,870.365 2,164,286.524 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- Patrick J. Simpson 103,695,797.460 2,233,359.429 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- Thomas E. Sitzel 103,736,618.654 2,192,538.235 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- Thomas C. Theobald 103,650,454.716 2,278,702.173 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- Anne-Lee Verville 103,747,491.228 2,181,665.661 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- Richard L. Woolworth 103,670,489.751 2,258,667.138 ------------------------------------- ----------------------------------- ----------------------------------- ------------------------------------- ----------------------------------- ----------------------------------- William E. Mayer 103,653,353.223 2,275,803.666 ------------------------------------- ----------------------------------- -----------------------------------
Shares of beneficial interest being a plurality of the shares represented at the Meeting. Columbia International Fund, Variable Series Amendment to fundamental investment restrictions with respect to issuing senior securities. For: 33,269,759.572 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 414,304.478 Shares of beneficial interest Abstain: 805,732.701 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to making loans. For: 32,942,660.105 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 655,003.368 Shares of beneficial interest Abstain: 892,133.278 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to investments in real estate. For: 32,855,572.703 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 671,474.352 Shares of beneficial interest Abstain: 962,749.696 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to underwriting of securities. For: 32,958,339.965 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 548,462.377 Shares of beneficial interest Abstain: 982,994.409 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to concentrating investments in an industry. For: 33,009,477.182 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 497,325.160 Shares of beneficial interest Abstain: 982,994.409 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to buying and selling puts and calls. For: 32,814,505.658 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 652,653.593 Shares of beneficial interest Abstain: 1,022,637.500 Shares of beneficial interest Colonial Strategic Income Fund, Variable Series Amendment to fundamental investment restrictions with respect to issuing senior securities. For: 14,154,705.801 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 348,118.419 Shares of beneficial interest Abstain: 423,657.344 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to making loans. For: 14,081,310.511 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 409,835.544 Shares of beneficial interest Abstain: 435,335.509 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to diversification of investments. For: 14,172,680.804 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 349,451.840 Shares of beneficial interest Abstain: 404,348.920 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to investments in real estate. For: 14,097,362.555 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 376,044.958 Shares of beneficial interest Abstain: 453,074.051 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to underwriting of securities. For: 14,158,803.919 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 313,325.707 Shares of beneficial interest Abstain: 454,351.938 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to concentrating investments in an industry. For: 14,086,590.886 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 380,765.098 Shares of beneficial interest Abstain: 459,125.580 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to buying and selling puts and calls. For: 14,016,027.509 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 431,822.308 Shares of beneficial interest Abstain: 478,631.747 Shares of beneficial interest Liberty Growth & Income Fund, Variable Series Amendment to fundamental investment restrictions with respect to issuing senior securities. For: 12,937,526.791 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 204,257.072 Shares of beneficial interest Abstain: 596,327.101 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to making loans. For: 12,801,347.657 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 243,401.282 Shares of beneficial interest Abstain: 693,362.025 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to diversification of investments. For: 12,914,148.284 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 191,101.845 Shares of beneficial interest Abstain: 632,860.835 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to investments in real estate. For: 12,912,736.065 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 183,317.985 Shares of beneficial interest Abstain: 642,056.914 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to underwriting of securities. For: 12,795,247.605 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 233,787.865 Shares of beneficial interest Abstain: 709,075.494 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to concentrating investments in an industry. For: 12,853,850.373 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 180,763.339 Shares of beneficial interest Abstain: 703,497.252 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to buying and selling puts and calls. For: 12,738,618.964 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 283,178.006 Shares of beneficial interest Abstain: 716,313.994 Shares of beneficial interest Colonial Small Cap Value Fund, Variable Series Amendment to fundamental investment restrictions with respect to issuing senior securities. For: 20,519,198.740 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 617,258.461 Shares of beneficial interest Abstain: 634,464.801 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to making loans. For: 20,277,518.245 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 938,792.828 Shares of beneficial interest Abstain: 554,610.929 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to diversification of investments. For: 20,530,510.935 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 666,852.152 Shares of beneficial interest Abstain: 573,558.915 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to investments in real estate. For: 20,451,425.708 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 735,291.092 Shares of beneficial interest Abstain: 584,205.202 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to underwriting of securities. For: 20,527,466.924 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 579,883.271 Shares of beneficial interest Abstain: 663,571.807 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to investing for the purpose of exercising control. For: 20,384,620.128 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 698,770.425 Shares of beneficial interest Abstain: 687,531.449 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to concentrating investments in an industry. For: 20,385,366.871 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 785,868.510 Shares of beneficial interest Abstain: 599,686.621 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to buying and selling puts and calls. For: 20,211,882.312 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 881,148.365 Shares of beneficial interest Abstain: 677,891.325 Shares of beneficial interest Liberty Select Value Fund, Variable Series Amendment to fundamental investment restrictions with respect to borrowing money. For: 2,177,656.443 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 29,514.310 Shares of beneficial interest Abstain: 62,000.022 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to issuing senior securities. For: 2,175,882.468 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 23,007.380 Shares of beneficial interest Abstain: 70,280.927 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to making loans. For: 2,175,460.688 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 28,055.059 Shares of beneficial interest Abstain: 65,655.028 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to diversification of investments. For: 2,188,081.434 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 21,265.038 Shares of beneficial interest Abstain: 59,824.303 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to investments in real estate. For: 2,168,518.697 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 28,220.180 Shares of beneficial interest Abstain: 72,431.898 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to underwriting of securities. For: 2,169,553.810 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 27,185.067 Shares of beneficial interest Abstain: 72,431.898 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to investing for the purpose of exercising control. For: 2,173,795.717 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 26,598.166 Shares of beneficial interest Abstain: 68,776.892 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to concentrating investments in an industry. For: 2,171,171.050 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 25,567.827 Shares of beneficial interest Abstain: 72,431.898 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to buying and selling puts and calls. For: 2,171,171.050 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 19,647.798 Shares of beneficial interest Abstain: 78,351.927 Shares of beneficial interest Liberty S&P 500 Index Fund, Variable Series Amendment to fundamental investment restrictions with respect to borrowing money. For: 4,799,512.387 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 44,864.416 Shares of beneficial interest Abstain: 159,050.228 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to issuing senior securities. For: 4,832,539.415 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 37,784.742 Shares of beneficial interest Abstain: 133,102.874 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to making loans. For: 4,817,839.112 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 52,485.045 Shares of beneficial interest Abstain: 133,102.874 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to diversification of investments. For: 4,844,117.032 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 34,113.906 Shares of beneficial interest Abstain: 125,196.093 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to investments in real estate. For: 4,836,210.251 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 34,113.906 Shares of beneficial interest Abstain: 133,102.874 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to underwriting of securities. For: 4,824,900.035 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 38,186.954 Shares of beneficial interest Abstain: 140,340.042 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to investing for the purpose of exercising control. For: 4,816,250.972 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 49,652.473 Shares of beneficial interest Abstain: 137,523.586 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to concentrating investments in an industry. For: 4,812,935.516 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 57,391.641 Shares of beneficial interest Abstain: 133,102.874 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to buying and selling puts and calls. For: 4,818,019.646 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 39,390.038 Shares of beneficial interest Abstain: 146,017.347 Shares of beneficial interest Columbia High Yield Fund, Variable Series Amendment to fundamental investment restrictions with respect to borrowing money. For: 12,951,176.617 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 416,939.703 Shares of beneficial interest Abstain: 363,131.482 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to issuing senior securities. For: 12,953,258.466 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 381,433.017 Shares of beneficial interest Abstain: 396,556.319 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to pledging assets. For: 12,942,555.987 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 427,547.957 Shares of beneficial interest Abstain: 361,143.858 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to making loans. For: 12,959,725.839 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 417,227.895 Shares of beneficial interest Abstain: 354,294.068 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to diversification of investments. For: 13,071,737.651 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 322,901.550 Shares of beneficial interest Abstain: 336,608.601 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to investments in commodities. For: 12,983,317.212 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 403,795.530 Shares of beneficial interest Abstain: 344,135.060 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to investments in real estate. For: 13,032,178.357 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 347,331.162 Shares of beneficial interest Abstain: 351,738.283 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to underwriting of securities. For: 12,946,984.078 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 382,774.901 Shares of beneficial interest Abstain: 401,488.823 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to purchasing securities on margin. For: 12,833,718.205 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 532,243.543 Shares of beneficial interest Abstain: 365,286.054 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to investing for the purpose of exercising control. For: 12,886,451.675 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 472,065.837 Shares of beneficial interest Abstain: 372,730.290 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to short sales. For: 12,884,460.901 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 485,501.580 Shares of beneficial interest Abstain: 361,285.321 Shares of beneficial interest Amendment to fundamental investment restrictions with respect to concentrating investments in an industry. For: 13,002,008.961 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 371,876.744 Shares of beneficial interest Abstain: 357,362.097 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to purchasing illiquid securities. For: 12,871,605.563 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 492,304.924 Shares of beneficial interest Abstain: 367,337.315 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to investing in securities of other investment companies. For: 12,963,171.724 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 422,977.666 Shares of beneficial interest Abstain: 345,098.412 Shares of beneficial interest Elimination of fundamental investment restrictions with respect to buying and selling puts and calls. For: 12,899,944.600 Shares of beneficial interest being a majority of the shares represented at the meeting. Against: 437,796.658 Shares of beneficial interest Abstain: 393,506.544 Shares of beneficial interest 77D Policies with respect to security investments Columbia International Fund, Variable Series The Fund's investment advisor uses a bottom-up analysis to conduct in-depth company research in order to identify attractive securities for investment. Fundamental security analysis is used to evaluate the merits of individual companies being considered for investment. All stocks in the available investment universe will be rated according to a pre-determined set of criteria including measures of relative valuation, operating efficiency, capital discipline, accounting conservatism and timeliness, all of which have demonstrated effectiveness in predicting future out performance. Stocks ranking in the highest levels of attractiveness on these metrics will be subjected to rigorous fundamental evaluation. We look for companies with improving trends in revenue and earnings, rising returns on capital and strong or improving cash generation. Stocks deemed attractive after this second stage of evaluation will comprise the primary list of investment prospects. Colonial Strategic Income Fund, Variable Series The Fund's Principal Investment Strategies was revised as follows: The Fund seeks to achieve its investment goals by investing primarily in: o debt securities issued by the U.S. government, including mortgage-backed securities issued by U.S. government agencies. The Fund may also participate in mortgage dollar rolls; o debt securities issued by foreign governments and foreign companies, including securities issued in emerging market countries; and o lower-rated corporate debt securities. The following was added as a Principal Investment Risk to the Fund: Mortgage dollar rolls are transactions in which the Fund sells mortgage-backed securities to a dealer and simultaneously agrees to purchase similar securities in the future at a predetermined price. These transactions simulate an investment in mortgage-backed securities and have the potential to enhance the Fund's returns and reduce its administrative burdens, compared with holding mortgage-backed securities directly. Mortgage dollar rolls involve the risks that the market value of the securities the Fund is obligated to repurchase may decline below the repurchase price, or that the other party may default on its obligations. These transactions may increase the Fund's portfolio turnover rate. 77E Legal Proceedings Columbia International Fund, Variable Series Colonial Strategic Income Fund, Variable Series Liberty Growth & Income Fund, Variable Series Colonial Small Cap Value Fund, Variable Series Liberty Select Value Fund, Variable Series Liberty S&P 500 Index Fund, Variable Series Columbia High Yield Fund, Variable Series On February 9, 2005, Columbia Management Advisors, Inc. (which has since merged into Banc of America Capital Management, LLC (now named Columbia Management Advisors, LLC)) ("Columbia") and Columbia Funds Distributor, Inc. (which has been renamed Columbia Management Distributors, Inc.) (the "Distributor") (collectively, the "Columbia Group") entered into an Assurance of Discontinuance with the New York Attorney General ("NYAG") (the "NYAG Settlement") and consented to the entry of a cease-and-desist order by the Securities and Exchange Commission ("SEC") (the "SEC Order"). The SEC Order and the NYAG Settlement are referred to collectively as the "Settlements". The Settlements contain substantially the same terms and conditions as outlined in the agreements in principle which Columbia Group entered into with the SEC and NYAG in March 2004. Under the terms of the SEC Order, the Columbia Group has agreed among other things, to: pay $70 million in disgorgement and $70 million in civil money penalties; cease and desist from violations of the antifraud provisions and certain other provisions of the federal securities laws; maintain certain compliance and ethics oversight structures; retain an independent consultant to review the Columbia Group's applicable supervisory, compliance, control and other policies and procedures; and retain an independent distribution consultant (see below). The Columbia Funds have also voluntarily undertaken to implement certain governance measures designed to maintain the independence of their boards of trustees. The NYAG Settlement also, among other things, requires Columbia and its affiliates to reduce certain Columbia Funds (including the former Nations Funds) and other mutual funds management fees collectively by $32 million per year for five years, for a projected total of $160 million in management fee reductions. Pursuant to the procedures set forth in the SEC order, the $140 million in settlement amounts described above will be distributed in accordance with a distribution plan developed by an independent distribution consultant and agreed to by the staff of the SEC. The independent distribution consultant has been in consultation with the Staff, and he has submitted a draft proposed plan of distribution, but has not yet submitted a final proposed plan of distribution. As a result of these matters or any adverse publicity or other developments resulting from them, there may be increased redemptions or reduced sales of fund shares, which could increase transaction costs or operating expenses, or have other adverse consequences for the funds. A copy of the SEC Order is available on the SEC website at http://www.sec.gov. A copy of the NYAG Settlement is available as part of the Bank of America Corporation Form 8-K filing on February 10, 2005. In connection with the events described in detail above, various parties have filed suit against certain funds, the Trustees of the Columbia Funds, FleetBoston Financial Corporation and its affiliated entities and/or Bank of America and its affiliated entities. On February 20, 2004, the Judicial Panel on Multidistrict Litigation transferred these cases and cases against several other mutual fund companies based on similar allegations to the United States District Court in Maryland for consolidated or coordinated pretrial proceedings (the "MDL"). Subsequently, additional related cases were transferred to the MDL. On September 29, 2004, the plaintiffs in the MDL filed amended and consolidated complaints. One of these amended complaints is a putative class action that includes claims under the federal securities laws and state common law, and that names Columbia, the Distributor, the Trustees of the Columbia Funds, Bank of America Corporation and others as defendants. Another of the amended complaints is a derivative action purportedly on behalf of the Columbia Funds that asserts claims under federal securities laws and state common law. On February 25, 2005, Columbia and other defendants filed motions to dismiss the claims in the pending cases. On November 3, 2005, the U.S. District Court for the District of Maryland dismissed the claims under the Securities Act of 1933, the claims under Sections 34(b) and 36(a) of the Investment Company Act of 1940 (ICA) and the state law claims against Columbia and others. The claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Section 36(b) of the ICA were not dismissed. On March 21, 2005 purported class action plaintiffs filed suit in Massachusetts state court alleging that the conduct, including market timing, entitles Class B shareholders in certain Columbia funds to an exemption from contingent deferred sales charges upon early redemption ("the CDSC Lawsuit"). The CDSC Lawsuit has been removed to federal court in Massachusetts and the federal Judicial Panel has transferred the CDSC Lawsuit to the MDL. The MDL is ongoing. Accordingly, an estimate of the financial impact of this litigation on any fund, if any, cannot currently be made. In 2004, certain Columbia funds, the Trustees of the Columbia Funds, advisers and affiliated entities were named as defendants in certain purported shareholder class and derivative actions making claims, including claims under the Investment Company and the Investment Advisers Acts of 1940 and state law. The suits allege, inter alia, that the fees and expenses paid by the funds are excessive and that the advisers and their affiliates inappropriately used fund assets to distribute the funds and for other improper purpose. On March 2, 2005, the actions were consolidated in the Massachusetts federal court as In re Columbia Entities Litigation. The plaintiffs filed a consolidated amended complaint on June 9, 2005. On November 30, 2005, the judge dismissed all claims by plaintiffs and ordered that the case be closed. The plaintiffs filed a notice of appeal on December 30, 2005 and this appeal is pending. 77O Transactions effected pursuant to Rule 10f-3 Colonial Strategic Income Fund, Variable Series On July 27, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 80,000 par value of common stock notes of L-3 Communications Corp 6.375% 15 (Securities) for a total purchase price of $79,272 from Lehman Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On July 27, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 60,000 par value of common stock notes of Sungard Data Systems Inc. 9.125% 13 (Securities) for a total purchase price of $60,000 from Deutsche Bank pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On July 27, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 35,000 par value of common stock notes of Sungard Data Systems Inc. 10.25% 15 (Securities) for a total purchase price of $35,000 from Deutsche Bank pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On July 28, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 35,000 par value of common stock notes of FTI Consulting 7.625% 13 (Securities) for a total purchase price of $35,000 from Goldman Sachs pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On August 11, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 50,000 par value of common stock notes of Ahern Rentals Inc. 9.25% 13 (Securities) for a total purchase price of $50,000 from CIBC pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On August 16, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 130,000 par value of common stock notes of Columbus McKinnon Corp 8.875% 13 (Securities) for a total purchase price of $130,000 from Credit Suisse pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On September 8, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 55,000 par value of common stock notes of Amerisource Bergen Corp. 5.875% 15 (Securities) for a total purchase price of $54,725 from Lehman pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On September 8, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 55,000 par value of common stock notes of Amerisource Bergen Corp. 5.625% 12 (Securities) for a total purchase price of $54,725 from Lehman pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On September 8, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 55,000 par value of common stock notes of Williams Cos. 6.375% 10 (Securities) for a total purchase price of $55,000 from Citigroup Global Markets/Salomon Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On September 15, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 55,000 par value of common stock notes of Pacific Energy Part/Fina 6.25% 15 (Securities) for a total purchase price of $54,749.20 from Lehman pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On September 20, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 105,000 par value of common stock notes of Williams Scotsman 8.5% 15 (Securities) for a total purchase price of $105,000 from Deutsche Bank pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On September 23, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 55,000 par value of common stock notes of Lin Television Corp. (Securities) for a total purchase price of $50,730.90 from Chase Securities pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On September 28, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 55,000 par value of common stock notes of Whiting Petroleum Corp. 7% 14 (Securities) for a total purchase price of $55,000 from Merrill Lynch pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On November 8, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 210,000 par value of common stock notes of Crown Americas Inc. 7.75% 15 (Securities) for a total purchase price of $210,000 from Citigroup Global Markets/Salomon Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On December 8, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 50,000 par value of common stock notes of CMS Energy Corp. 6.875% 12/15/05 (Securities) for a total purchase price of $50,000 from Citigroup Global Markets/Salomon Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On December 15, 2005, Colonial Strategic Income Fund, Variable Series (Fund) purchased 70,000 par value of common stock notes of Atlas Pipeline 8.125% 12/15/15 (Securities) for a total purchase price of $70,000 from Wachovia Capital Markets, LLC pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey Liberty Growth & Income Fund, Variable Series On December 6, 2005, Liberty Growth & Income Fund, Variable Series (Fund) purchased 11,369 par value of common stock notes of XL Capital LTD. Common (Securities) for a total purchase price of $738,985 from Citigroup Global Markets/Salomon Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On December 6, 2005, Liberty Growth & Income Fund, Variable Series (Fund) purchased 19,473 par value of common stock notes of XL Capital LTD. Conv Pref (Securities) for a total purchase price of $486,825 from Citigroup Global Markets/Salomon Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey Columbia High Yield Fund, Variable Series On July 27, 2005, Columbia High Yield Fund, Variable Series (Fund) purchased 850,000 par value of common stock notes of L-3 Communications Corp (Securities) for a total purchase price of $842,265 from Lehman Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On July 27, 2005, Columbia High Yield Fund, Variable Series (Fund) purchased 150,000 par value of common stock notes of Sungard Data Systems Inc. 9.125% 13 (Securities) for a total purchase price of $150,000 from Deutsche Bank pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On July 28, 2005, Columbia High Yield Fund, Variable Series (Fund) purchased 275,000 par value of common stock notes of FTI Consulting 7.625% 13 (Securities) for a total purchase price of $275,000 from Goldman Sachs pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On September 8, 2005, Columbia High Yield Fund, Variable Series (Fund) purchased 750,000 par value of common stock notes of Amerisource Bergen Corp. 5.625% 12 (Securities) for a total purchase price of $746,250 from Lehman Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On November 8, 2005, Columbia High Yield Fund, Variable Series (Fund) purchased 550,000 par value of common stock notes of Crown Americas Inc. 7.75% 15 (Securities) for a total purchase price of $550,000 from Citigroup Global Markets/Salomon Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On December 8, 2005, Columbia High Yield Fund, Variable Series (Fund) purchased 150,000 par value of common stock notes of CMS Energy Corp. 6.875% 12/15/05 (Securities) for a total purchase price of $150,000 from Citigroup Global Markets/Salomon Brothers pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey On December 15, 2005, Columbia High Yield Fund, Variable Series (Fund) purchased 180,000 par value of common stock notes of Atlas Pipeline 8.125% 12/15/15 (Securities) for a total purchase price of $180,000 from Wachovia Capital Markets, LLC pursuant to a public offering in which Banc of America Securities acted as a participating underwriter. Banc of America Securities may be considered to be an affiliate of the Fund. The following information was collected pursuant to Rule 10f-3 procedures adopted by the Fund's Trustees: o The Fund's advisor, Columbia Management Advisors, LLC believed that the gross underwriting spread associated with the purchase of the Securities was reasonable and fair compared to the spreads in connection with similar underwritings of similar securities being sold during a comparable period of time; o The Securities were offered pursuant to an underwriting or similar agreement under which the underwriters were committed to purchase all of the Securities being offered; o The issuer of the Securities has been in continuous operation for at least three years; o The amount of Securities purchased did not exceed 25% of the amount of the offering; o The Securities were to be purchased at not more than the public offering price no later than the first day of the offering. Along with Banc of America Securities, the following is a list of members of the underwriting syndicate for the aforementioned Securities: Goldman Sachs & Co.; Morgan Stanley; UBS: Bear Stearns & Co, Inc.: Credit Suisse First Boston Corp.; Deutsche Bank Securities Inc.; Stephens Inc.; Citigroup; SG Corporate & Investment Banking; Calyon Securities USA Inc.; Commerzbank AG; Key Capital Markets Inc.; RBS Greenwich Capital; Wells Fargo Securities; JP Morgan Securities; Wachovia Securities Inc.; BNP Paribas; Scotia Capital Inc.; Comerica Securities; Firtis Invesement Services; Harris Nesbitt; Hibernia Southcoast Capital; Keybanc Capital Markets; Allen & Co; Blaylock & Partners; Merrill Lynch & Co; Suntrust Robinson Humphrey