EX-99

[PricewaterhouseCoopers logo]
PricewaterhouseCoopers LLP
One North Wacker
Chicago, IL 60606




              Report of Independent Registered Public Accounting Firm



To the Board of Trustees and Shareholders of Wanger Advisors Trust:

In planning and performing our audits of the financial statements of Wanger U.S.
Smaller Companies, Wanger International Small Cap, Wanger International Select,
and Wanger Select (the "Funds") as of and for the year ended December 31, 2006,
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, 2006.

This report is intended solely for the information and use of management and the
Board of Trustees of the Funds 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
PricewaterhouseCoopers LLP
February 13, 2007

EX-99

77Q1
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

WANGER ADVISORS TRUST, a Massachusetts business trust registered
under the Investment Company Act of 1940 (the "1940 Act") as an
open-end management investment company (the "Trust"), and
COLUMBIA WANGER ASSET MANAGEMENT, L.P., a Delaware limited
partnership registered under the Investment Advisers Act of
1940 as an investment adviser ("Columbia WAM"), agree that:

1.  Engagement of Columbia WAM.  Columbia WAM shall manage the
investment and reinvestment of the assets of Wanger U.S. Smaller
Companies, Wanger International Small Cap, Wanger Select and
Wanger International Select, series of the Trust (each, a
"Fund," and collectively, the "Funds"), subject to the supervision
of the Board of Trustees of the Trust, for the period and on
the terms set forth in this agreement.  Also subject to the
supervision of the Board of Trustees of the Trust, Columbia WAM
will endeavor to preserve the autonomy of the Trust as a separate
legal entity.  Columbia WAM will remain a wholly-owned subsidiary
of Columbia Management Group, Inc. ("CMG") (or its successor)
as a Chicago-based investment management firm.  If the Trust
establishes one or more series in addition to the Funds named
above with respect to which it desires to retain Columbia WAM as
investment adviser hereunder, and if Columbia WAM is willing to
provide such services under this agreement, the Trust and Columbia
WAM may add such new series to this agreement, by written supplement
to this agreement. Such supplement shall include a schedule of
compensation to be paid to Columbia WAM by the Trust with respect
to such series and such other modifications of the terms of this
agreement with respect to such series as the Trust and Columbia
WAM may agree. Upon execution of such a supplement by the Trust
and Columbia WAM, that series will become a Fund hereunder and
shall be subject to the provisions of this agreement to the same
extent as the Funds named above, except as modified by the supplement.

Columbia WAM shall give due consideration to the investment
policies and restrictions and the other statements concerning
the Funds in the Trust's agreement and declaration of trust,
bylaws, and registration statement under the 1940 Act and the
Securities Act of 1933 (the "1933 Act"), and to the provisions
of the Internal Revenue Code of 1986, as amended, applicable to
the Funds as regulated investment companies. Columbia WAM shall
be deemed for all purposes to be an independent contractor and
not an agent of the Trust or the Funds, and unless otherwise
expressly provided or authorized, shall have no authority to
act or represent the Trust or the Funds in any way.

Columbia WAM will maintain the investment philosophy and
research that the Chicago-based management deems appropriate;
its research activities will be separate and dedicated solely
to Columbia WAM and it will maintain its own domestic and
international trading activities.  Columbia WAM will use its
best efforts to maintain information systems that will provide
timely and uninterrupted operating information and data
consistent with all regulatory and compliance requirements.
The Chicago-based management will have the responsibility and
considerable latitude to recruit and compensate (on a
competitive basis) investment management personnel and to
control travel budgets for analysts consistent with its
operational and strategic plans while always subject to the
approval of the management of CMG.

Columbia WAM is authorized to make the decisions to buy and
sell securities, options, futures contracts and any other
investments in which the Funds may invest pursuant to its
investment objectives, policies and restrictions, to place
the Funds' portfolio transactions with broker-dealers, and to
negotiate the terms of such transactions, including brokerage
commissions on brokerage transactions, on behalf of the Funds.
Columbia WAM is authorized to exercise discretion with each
Fund's policy concerning allocation of its portfolio brokerage,
consistent with the Trust's registration statement and under
the supervision of the Trust's Board of Trustees, and as
permitted by law, including but not limited to Section 28(e)
of the Securities Exchange Act of 1934, and in so doing shall
not be required to make any reduction in its investment advisory
fees.

Columbia WAM may, where it deems it to be advisable, aggregate
orders with other securities of the same type to be sold or
purchased by one or more Funds with like orders on behalf of
other clients of Columbia WAM (as well as clients of other
investment advisers affiliated with Columbia WAM, in the event
that Columbia WAM and such affiliated investment advisers share
common trading facilities). In such event, Columbia WAM
(or Columbia WAM and its affiliated advisers, as the case may
be) will allocate the shares so sold or purchased, as well as
the expenses incurred in the transaction, in a manner it (or
it and they) consider to be equitable and fair and consistent
with its (or its or their) fiduciary obligations to clients.

Columbia WAM acknowledges the importance that the Board and
its compliance committee place on full legal and regulatory
compliance by CMG, Columbia WAM, and all other Trust service
providers and their personnel ("collectively "Providers") and
agrees to (i) fully cooperate with the Board, the compliance/
contract review committee and the Chief Compliance Officer of
the Trust with all inquiries by the Trust concerning such
compliance by the Providers and (ii) proactively communicate
with the Board, the compliance/contract review committee and
the Chief Compliance Officer of the Trust concerning material
compliance matters and any instance of legal or regulatory
non-compliance by the Providers of which Columbia WAM is aware
and that Columbia WAM deems to be material.  Such cooperation
and communication by Columbia WAM will be done after receipt
of an inquiry or upon learning of any such legal or regulatory
non-compliance.

Columbia WAM will report promptly any potential or existing
conflicts of which it is aware to the Board of Trustees of the
Trust.  Columbia WAM will assist the Board in carrying out its
responsibilities under the Mixed and Shared Funding Exemptive
Order, by providing the Board with all information reasonably
necessary for the Board to consider any issues raised.

2.  Administrative Services.  Columbia WAM shall supervise the
business and affairs of the Trust and each Fund and shall provide
such services and facilities as may be required for effective
administration of the Trust and Funds as are not provided by
employees or other agents engaged by the Trust; provided that
Columbia WAM shall not have any obligation to provide under this
agreement any such services which are the subject of a separate
agreement or arrangement between the Trust and Columbia WAM, any
affiliate of Columbia WAM, or any third party administrator.

3.  Use of Affiliated Companies and Subcontractors.  In connection
with the services to be provided by Columbia WAM under this
agreement, Columbia WAM may, to the extent it deems appropriate,
and subject to compliance with the requirements of applicable
laws and regulations and upon receipt of approval of the Trustees,
make use of (i) its affiliated companies and their directors, trustees,
officers, and employees and (ii) subcontractors selected by Columbia
WAM, provided that Columbia WAM shall supervise and remain fully
responsible for the services of all such third parties in accordance
with and to the extent provided by this agreement. All costs and
expenses associated with services provided by any such third parties
shall be borne by Columbia WAM or such parties.

4.  Books and Records.  In compliance with the requirements of Rule
31a-3 under the 1940 Act, Columbia WAM agrees to maintain records
relating to its services under this agreement, and further agrees
that all records that it maintains for the Trust are the property
of the Trust and to surrender promptly to the Trust any of such
records upon the Trust's request; provided that Columbia WAM may
at its own expense make and retain copies of any such records.
Columbia WAM further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.

5.  Expenses to be Paid by Columbia WAM.  Columbia WAM shall furnish
to the Trust, at Columbia WAM's expense, office space and all necessary
office facilities, equipment and personnel for managing that portion
of the Trust's business relating to the Funds. Columbia WAM shall also
assume and pay all other expenses incurred by it in connection with
managing the assets of the Funds, including expenses in connection
with placement of securities orders, all expenses of printing and
distributing the Funds' prospectus and reports to prospective
investors (except to the extent such expenses are allocated to a
party other than the Trust in any participation or operating agreement
to which the Trust is a party), and all expenses in determination of
daily price computations, portfolio accounting and related bookkeeping.

6.  Expenses to be Paid by the Trust.  Except as otherwise provided in
this agreement or any other contract to which the Trust is a party,
the Trust shall pay all expenses incidental to its organization,
operations and business, including, without limitation:

(a)  all charges of depositories, custodians, sub-custodians and other
agencies for the safekeeping and servicing of its cash, securities
and other property and of its transfer agents and registrars and its
dividend disbursing and redemption agents, if any;

(b)	all charges of legal counsel and of independent auditors;

(c)  all compensation of trustees other than those affiliated with
Columbia WAM or the Trust's administrator, if any, and all expenses
incurred in connection with their services to the Trust;

(d)  all expenses of preparing, printing and distributing notices,
proxy solicitation materials and reports to shareholders of the Funds;

(e)	all expenses of meetings of shareholders of the Funds;

(f)  all expenses of registering and maintaining the registration of
the Trust under the 1940 Act and of shares of the Funds under the
1933 Act, including all expenses of preparation, filing and printing
of annual or more frequent revisions of the Funds' registration
statements under the 1940 Act and 1933 Act, and of supplying each
then existing shareholder or beneficial owner of shares of the
Funds of a copy of each revised prospectus or supplement thereto,
and of supplying a copy of the statement of additional information
upon request to any then existing shareholder;

(g)	all costs of borrowing money;

(h)  all expenses of publication of notices and reports to
shareholders and to governmental bodies or regulatory agencies;

(i)  all taxes and fees payable to federal, state or other
governmental agencies, domestic or foreign, and all stamp or
other taxes;

(j)  all expenses of printing and mailing certificates for
shares of a Fund;

(k)  all expenses of bond and insurance coverage required by law or
deemed advisable by the Board;

(l)  all expenses of qualifying and maintaining qualification of, or
providing appropriate notification of intention to sell relating to,
shares of the Funds under the securities laws of the various states
and other jurisdictions, and of registration and qualification of the
Trust under any other laws applicable to the Trust or its business
activities;

(m)  all fees, dues and other expenses related to membership of the
Trust in any trade association or other investment company organization;
and

(n)	any extraordinary expenses.

In addition to the payment of expenses, the Trust shall also pay all
brokers' commissions and other charges relating to the purchase
and sale of portfolio securities for each Fund.

Any expense borne by the Trust that is not solely attributable to a
Fund, nor solely to any other series of shares of the Trust, shall be
apportioned in such manner as Columbia WAM determines is fair and
appropriate, or as otherwise specified by the Board of Trustees
of the Trust.

7.  Compensation of Columbia WAM.  For the services to be rendered
and the expenses to be assumed and to be paid by Columbia
WAM under this agreement, the Trust on behalf of the respective Funds
shall pay to Columbia WAM fees accrued daily and paid monthly at the
annual rates (as the percentage of the Fund's net assets) shown below:

Wanger U.S. Smaller Companies

Assets
Rate of Fee


First $100 million
0.990%
$100 million to $250 million
0.940%
In excess of $250 million
0.890%

Wanger International Small Cap

Assets
Rate of Fee


First $100 million
1.150%
$100 million to $250 million
1.000%
$250 million to $500 million
0.950%
$500 million and over
0.850%

Wanger Select

All Assets
0.850%

Wanger International Select

All Assets
0.990%

8.  Limitation of Expenses of the Fund.  The total expenses of Wanger
Select and Wanger International Select through April 30, 2007,
exclusive of taxes, of interest and of extraordinary litigation
expenses, but including fees paid to Columbia WAM, as a
percentage of the Fund's net assets, shall not exceed 1.35% or 1.45%
per annum, respectively, and Columbia WAM agrees to reimburse each
Fund for any sums expended for such expenses in excess of that amount.
For purposes of calculating the expenses subject to this limitation,
(i) brokers' commissions and other charges relating to the purchase
and sale of portfolio securities and (ii) the excess custodian costs
attributable to investments in foreign securities compared to the
custodian costs which would have been incurred had the investments
been in domestic securities, shall not be regarded as expenses.
Reimbursement, if any, shall be made by reduction of the fees otherwise
payable to Columbia WAM under this agreement, no less frequently than
quarterly. Notwithstanding the foregoing, the limitations on total
expenses set forth above in this Section 8 shall not apply to any
class of shares of a Fund established after November 1, 2001.

9.  Services of Columbia WAM Not Exclusive.  The services of
Columbia WAM to the Funds hereunder are not to be deemed exclusive,
and Columbia WAM shall be free to render similar services to others
so long as its services under this agreement are not impaired by
such other activities. The principal investment management focus
and responsibilities of Columbia WAM's portfolio managers and analysts
will be dedicated to Columbia Acorn Trust and Wanger Advisors Trust.

10.  Services other than as Manager.  Columbia WAM (or an affiliate
of Columbia WAM) may act as broker for the Funds in connection with
the purchase or sale of securities by or to the Funds if and to the
extent permitted by procedures adopted from time to time by the
Board of Trustees of the Trust. Such brokerage services are not
within the scope of the duties of Columbia WAM under this agreement,
and, within the limits permitted by law and the Board of Trustees of
the Trust, Columbia WAM (or an affiliate of Columbia WAM) may receive
brokerage commissions, fees or other remuneration from the Funds for
such services in addition to its fee for services under this agreement.
Within the limits permitted by law, Columbia WAM or an affiliate of
Columbia WAM may receive compensation from the Funds for other services
performed by it for the Funds which are not within the scope of the
duties of Columbia WAM under this agreement. The Trust hereby authorizes
any entity or person associated with Columbia WAM that is a member of a
national securities exchange to effect any transaction on the exchange
for the account of a Fund to the extent permitted by and in accordance
with Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder. The Trust hereby consents to the retention by
such entity or person of compensation for such transactions in
accordance with Rule 11a-2(T)(a)(iv).

11.  Limitation of Liability of Columbia WAM.  To the extent permitted
by applicable law, neither Columbia WAM nor any of its partners, officers,
agents, employees or affiliates shall be liable to the Trust or its
shareholders for any loss suffered by the Trust or its shareholders as
a result of any error of judgment, or any loss arising out of any
investment, or as a consequence of any other act or omission of Columbia
WAM or any of its affiliates in the performance of Columbia WAM's duties
under this agreement, except for liability resulting from willful
misfeasance, bad faith or gross negligence on the part of Columbia
WAM or such affiliate, or by reason of reckless disregard by Columbia
WAM or such affiliate of the obligations and duties of Columbia WAM
under this agreement.

12.  Use of "Wanger" or "Columbia" Name.  The Trust may use the name
"Wanger Advisors Trust" or any name using the name "Columbia" or
"Wanger" or any combination or derivation of either of them only
for so long as this agreement or any extension, renewal or amendment
hereof remains in effect, including any similar agreement with any
organization that shall remain affiliated with CMG and that shall
have succeeded to the business of Columbia WAM as investment adviser.
At such time as this agreement or any extension, renewal or amendment
hereof, or such similar agreement, shall no longer be in effect, the
Trust will (by amendment of its agreement and Declaration of Trust,
if necessary) cease to use any name using the name "Columbia" or
"Wanger" or any combination or derivation of either of them or any
name similar thereto or any other name indicating that it is advised
by or otherwise connected with Columbia WAM or with any organization
which shall have succeeded to Columbia WAM's business as investment
adviser. Columbia WAM's consent to the use of the name "Wanger" by the
Trust shall not prevent Columbia WAM's permitting any other enterprise,
including other investment companies, to use that name.

13.  Duration and Renewal.  This agreement shall be effective on
August 1, 2006. Unless terminated as provided in Section 14, this
agreement shall continue in effect until July 31, 2007, and thereafter
from year to year only so long as such continuance is specifically
approved at least annually (a) by a majority of those trustees who
are not interested persons of the Trust or of Columbia WAM, voting
in person at a meeting called for the purpose of voting on such
approval, and (b) by either the Board of Trustees of the Trust or vote
of the holders of a majority of the outstanding shares of each Fund.

14.  Termination.  This agreement may be terminated at any time, without
payment of any penalty, by the Board of Trustees of the Trust, or by a
vote of the holders of a majority of the outstanding shares of each Fund,
upon 60 days' written notice to Columbia WAM. This agreement may be
terminated by Columbia WAM at any time upon 60 days' written notice to
the Trust. This agreement shall terminate automatically in the event of
its assignment (as defined in Section 2(a)(4) of the 1940 Act).

15.  Non-Liability of Trustees and Shareholders.  A copy of the
declaration of trust of the Trust is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trust by officers of the Trust
as officers and not individually. Any obligation of the Trust hereunder
shall be binding only upon the assets of the Trust (or applicable series
thereof) and shall not be binding upon any trustee, officer, employee,
agent or shareholder of the Trust. Neither the authorization of any
action by the trustees or shareholders of the Trust nor the execution of
this agreement on behalf of the Trust shall impose any liability upon
any trustee, officer or shareholder of the Trust.

16.  Amendment.  This agreement may be amended in accordance with the
1940 Act.

17.  Notices.  Any notice, demand, change of address or other
communication to be given in connection with this agreement shall be
given in writing and shall be given by personal delivery, by registered
or certified mail or by transmittal by facsimile or other electronic
medium addressed to the recipient as follows (or at such other address
or addresses as a party may provide to the other from time to time,
by notice):





If to Columbia WAM:
Columbia Wanger Asset

Management, L.P.

Attention: Bruce H. Lauer

227 West Monroe Street,

Suite 3000

Chicago, Illinois 60606

Telephone: 312 634-9200

Facsimile: 312 634-0016



with a copy to:

James R. Bordewick, Jr.

Bank of America

One Financial Center

Boston, MA 02111

Telephone:  617 772-3331

Facsimile:  617 345-0919


If to Wanger Advisors Trust:
Wanger Advisors Trust

227 West Monroe Street,

Suite 3000

Chicago, Illinois 60606

Telephone: 312 634-9200

Facsimile: 312 634-1919



with a copy to:



Bell, Boyd & Lloyd LLC

Attention: Cameron S. Avery

70 West Madison Street,

Suite 3300

Chicago, Illinois 60602

Telephone: 312/372-1121

Facsimile: 312/372-2098

All notices shall be conclusively deemed to have been given on
the day of actual delivery thereof and, if given by registered or
certified mail, on the fifth business day following the deposit
thereof in the mail and, if given by facsimile or other electronic
medium, on the day of transmittal thereof (upon electronic
confirmation of receipt thereof).

Dated as of July 24, 2006

WANGER ADVISORS TRUST
COLUMBIA WANGER ASSET
MANAGEMENT, L.P.,
By WAM Acquisition GP, Inc.
Its General Partner




By:
By:
	Charles P. McQuaid		Bruce H. Lauer






1

6

Exhibit 77Q1(e)

815870/D/1