Filed on August 3, 2009

File No. 812-13679

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

In the Matter of the Application of

Bank of America Corporation

FIRST AMENDED AND RESTATED
APPLICATION PURSUANT TO SECTION 9(c) OF THE

INVESTMENT COMPANY ACT OF 1940 FOR TEMPORARY

AND PERMANENT ORDERS EXEMPTING APPLICANTS

FROM THE PROVISIONS OF SECTION 9(a) OF SUCH ACT.

Communications, Notice and Order to:

Trisha Lawson

Bank of America

Bank of America Tower

One Bryant Park, 18^th Floor

New York, NY 10036

(646) 855-0836

With a copy to:

Robin M. Bergen

Cleary Gottlieb Steen & Hamilton LLP

2000 Pennsylvania Avenue, NW

Washington, DC 20006

(202) 974-1514

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

Bank of America Corporation (“BAC”), Columbia Management Advisors, LLC (“CMA”), Columbia Wanger Asset Management, L.P. (“CWAM”), Columbia Management Distributors, Inc. (“CMDI”), Banc of America Investment Advisors, Inc. (“BAIA”), Bank of America Capital Advisors LLC (“BACA”), U.S. Trust Hedge Fund Management, Inc. (“USTHFM”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), IQ Investment Advisors LLC (“IQ”), Roszel Advisors, LLC (“Roszel”), Nuveen Asset Management (“NAM”), Nuveen Investments Advisers Inc. (“NIA”), Nuveen Investments Institutional Services Group, LLC (“ISG”), Nuveen HydePark Group, LLC (“Nuveen HydePark”), NWQ Investment Management Company LLC (“NWQ”), Nuveen Investment Solutions, Inc. (“NIS”), Santa Barbara Asset Management, LLC (“Santa Barbara”), Symphony Asset Management LLC (“Symphony”), Tradewinds Global Investors, LLC (“Tradewinds”), Winslow Capital Management, Inc. (“Winslow,” and together with NAM, NIA,

ISG, Nuveen HydePark, NWQ, NIS, Santa Barbara, Symphony and Tradewinds, the “Nuveen Advisers”), Nuveen Investments, LLC (“Nuveen Investments” and, together with Nuveen Advisers, the “Nuveen Applicants”), KECALP Inc. (“KECALP”), and Merrill Lynch Ventures, LLC (“Ventures”) (collectively, the “Applicants”) each respectfully submits this application (“Application”) pursuant to Section 9(c) of the Investment Company Act of 1940, as amended (the “Act”), for (i) a temporary order granting an exemption from the prohibitions imposed by Section 9(a) of the Act pending the determination of the Securities and Exchange Commission (the “Commission”) on the Application for a permanent exemption (“Temporary Order”) and (ii) a permanent order exempting the Applicants from the provisions of Section 9(a) of the Act (“Permanent Order” and, together with the Temporary Order, the “Orders”) with respect to the injunction described below entered against BAC.

The Applicants offer a wide array of financial products such as U.S. Government Securities, U.S. Government Agency obligations, corporate debt and equity securities, state and municipal securities, variable life insurance or annuities, mortgage and other asset backed securities, mutual funds, money market instruments, and other financial instruments. Moreover, the Applicants provide retail securities brokerage, investment advisory and management services, underwriting and distributing services, placement agent services, investment banking and financial advisory services in connection with public offerings, mergers and acquisitions, restructurings, private placements, loan syndications, loan trading, derivative product arrangements, project financing, and futures and options on futures.

While BAC does not currently serve, and no existing company of which BAC is an affiliated person (other than the Applicants) currently serves, as an investment adviser (as defined in Section 2(a)(20) of the Act) or depositor of any registered investment company

(“RIC”) or principal underwriter (as defined in Section 2(a)(29) of the Act) for any registered open-end company, registered unit investment trust (“UIT”) or registered face amount certificate company, the Applicants request that any relief granted by the Commission pursuant to this Application also apply to any other existing company of which BAC is an affiliated person within the meaning of Section 2(a)(3) of the Act and to any other company of which BAC may become an affiliated person in the future (together with the Applicants, the “Covered Persons”). Certain Applicants serve as investment advisers to employees’ securities companies (“ESCs” and, together with the RICs, the “Funds”).

The Applicants respectfully request that the Temporary Order remain in effect until the Commission acts on the Application for the Permanent Order.

BAC is a Delaware corporation and a reporting company registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whose shares are traded on the New York Stock Exchange. BAC is a bank holding company and a financial holding company. Through its banking and non-banking subsidiaries, it provides a range of financial services and products, including wealth management, corporate and investment banking and trading across a range of asset classes. BAC is not registered as a broker-dealer under the Exchange Act or as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”).

CMA serves as investment adviser or sub-adviser to over 100 Columbia Funds as listed in Annex A, Parts 1-B and 1-C. As of June 30, 2009, CMA had assets under management of approximately $310.5 billion. CMA is an indirect wholly-owned subsidiary of Bank of

America, N.A., which is an indirect wholly owned subsidiary of BAC, and, as of June 30, 2009, employed approximately 1,000 individuals. CMA’s management experience covers all major asset classes, including equity securities, fixed income securities and money market instruments. In addition to serving as investment adviser to Funds, CMA acts as an investment manager for individuals, corporations, retirement plans, private investment companies and financial intermediaries. CMA is registered as an investment adviser under the Advisers Act. CMA is also registered as a commodity pool operator and commodity trading adviser under the Commodities Exchange Act of 1936, as amended (“CEA”), and is a member of the National Futures Association.

CWAM is registered as an investment adviser under the Advisers Act, and serves as investment adviser to multiple Funds as listed in Annex A, Part 1-D. As of June 30, 2009, CWAM had assets under management of approximately $21.3 billion. CWAM is a registered investment adviser and an indirect, wholly-owned subsidiary of Bank of America, N.A., which is an indirect, wholly-owned subsidiary of BAC, and employs approximately 85 individuals. In addition to serving as investment adviser to Funds, CWAM acts as an investment manager for other institutional accounts.

CMDI serves as the principal underwriter and distributor for the shares of multiple open-end Funds as listed in Annex A, Part 1-B as well as unregistered investment vehicles. CMDI, a Massachusetts corporation, is registered as a broker-dealer under the Exchange Act and is an indirect, wholly owned subsidiary of BAC. CMDI employs approximately 25 individuals.

BAIA is registered as an investment adviser under the Advisers Act and serves as investment adviser to several Funds that are registered funds of hedge funds as listed in Annex A, Part 1-A, as well as privately offered investment vehicles. As of June 30, 2009, BAIA had

assets under management of approximately $1.545 billion. BAIA, a Delaware corporation formed in 1985, is a registered investment adviser and an indirect, wholly-owned subsidiary of BAC that is subject to regulation under certain U.S. banking laws and regulations. BAIA is also registered as a commodity pool operator and a commodity trading adviser under the CEA, and is a member of the National Futures Association. BAIA is responsible for the management of the day-to-day operations, business and affairs of the Funds it manages and for performing various investment management and supervisory services, including selecting Fund managers, underlying Funds, and monitoring the performance thereof. BAIA employs approximately 20 individuals.

BACA is registered as an investment adviser under the Advisers Act and serves as investment adviser to several Funds that are registered private equity funds of funds as listed in Annex A, Part 1-A, as well as privately offered investment vehicles. As of June 30, 2009, BACA had assets under management of approximately $1.325 billion. BACA, a Delaware limited liability company formed in 1998, is a registered investment adviser and an indirect wholly owned subsidiary of BAC. BACA is responsible for the management of the day-to-day operations, business and affairs of the Funds it manages and for performing various investment management and supervisory services, including selecting Fund managers and underlying Funds, and monitoring the performance thereof. BACA employs approximately 20 individuals.

USTHFM is registered as an investment adviser under the Advisers Act and serves as investment adviser to several Funds that are registered funds of hedge funds as listed in Annex A, Part 1-A, as well as privately offered investment vehicles. As of June 30, 2009, USTHFM had assets under management of approximately $1.022 billion. USTHFM, a North Carolina corporation formed in 1994, is a registered investment adviser and an indirect, wholly-owned

subsidiary of BAC. USTHFM is responsible for developing, implementing and supervising the investment programs of the funds it manages and providing day-to-day management services to those funds. USTHFM also provides such funds with various management and administrative services. USTHFM employs approximately 20 individuals.

MLPFS is a global investment banking, trading and wealth management firm and is registered as a broker-dealer under the Exchange Act, as an investment adviser under the Advisers Act, and as a futures commission merchant under the CEA. As of July 2, 2009, MLPFS employed over 24,500 registered personnel. As reported in its current Form ADV, MLPFS provides the following investment advisory services to about 490,500 clients: financial planning services; portfolio management for individuals and/or small businesses; portfolio management for businesses or institutional clients (other than investment companies); pension consulting services; selection of other advisors; performance measurement reports; allocation modeling; investment policy services; research reports; and 529 plans. MLPFS currently serves as the principal underwriter to certain open-end Funds, which are identified in Annex A, Part 1-E, and serves as lead underwriter to certain closed-end funds from time to time. As reported in its current Form ADV, MLPFS has approximately $192 billion in assets under management. MLPFS does not currently serve as investment adviser or depositor of any Fund, but it may seek to do so in the future. MLPFS, a Delaware corporation, with its principal place of business in New York, is a wholly owned subsidiary of Merrill Lynch & Co., Inc. (“Merrill Lynch”). Merrill Lynch is a direct subsidiary of BAC, which owns 100% of the voting securities of Merrill Lynch. Merrill Lynch, through its subsidiaries and affiliates, provides investment, financing, advisory, insurance, banking and related products and services on a global basis.

IQ is registered as an investment adviser under the Advisers Act. IQ is a Delaware limited liability company and an indirect wholly owned subsidiary of Merrill Lynch and BAC. As reported in its current Form ADV, IQ provides the following investment advisory services to 11-25 clients: portfolio management for investment companies; portfolio management for businesses or institutional clients (other than investment companies); and selection of other advisers. IQ currently acts as an investment adviser to certain Funds, which are identified in Annex A, Part 1-E. As reported in its current Form ADV, IQ has approximately $1.19 billion in assets under management. While IQ is not currently registered as a broker-dealer under the Exchange Act and does not serve as depositor or principal underwriter for any Fund, it may seek to do so in the future, at which time it would register as a broker-dealer.

Roszel, a Delaware limited liability company and an indirect wholly owned subsidiary of Merrill Lynch and BAC, is registered as an investment adviser under the Advisers Act. As reported in its current Form ADV, Roszel provides the following investment advisory services to 1-10 clients: portfolio management for investment companies; selection of other advisers; and creation and maintenance of asset allocation programs available with variable contracts issued by insurance companies. Roszel currently acts as an investment adviser to certain Funds, which are identified in Annex A, Part 1-E. As of June 30, 2009, Roszel had approximately $322.65 million in assets under management. While Roszel is not currently registered as a broker-dealer under the Exchange Act and does not serve as depositor or principal underwriter for any Fund, it may seek to do so in the future, at which time it would register as a broker-dealer.

The Nuveen Advisers are subsidiaries of Nuveen Investments, Inc. (“Nuveen”), until 2007 a publicly-traded company incorporated in Delaware conducting asset management, related research, and the development, marketing and distribution of investment products and

services, including closed-end exchange-traded funds and open-end funds. Each of the Nuveen Advisers is registered as an investment adviser under the Advisers Act.¹ On November 13, 2007, Nuveen was acquired by a group of equity investors led by Madison Dearborn Partners, LLC (“MDP”), through Windy City Investments Holdings, L.L.C. (“Windy City Holdings”), in an all-cash buyout. Merrill Lynch served as the lead transaction advisor to MDP in connection with the acquisition and is an indirect investor in Windy City Holdings. Merrill Lynch, through its affiliate, ML Windy City Investments Holdings, LLC, owns approximately 32% of the non-voting common units of Windy City Holdings. Although the Nuveen Applicants believe that Merrill Lynch does not “control” Nuveen within the meaning of Section 2(a)(9) of the Act, the Nuveen Applicants assume, solely for purposes of this Application, that such control exists. As a result of Merrill Lynch’s investment in Windy City Holdings and solely for purposes of Section 9(a) of the Act, the Nuveen Applicants may be deemed “affiliated persons” of BAC under Section 2(a)(3) of the Act because they may be considered to be controlled by Merrill Lynch, and ultimately, indirectly controlled by BAC. The Nuveen Advisers serve as advisers or sub-advisers to certain Funds, which are identified in Annex A, Parts 1-F and 1-G, and had total assets under management of approximately $119 billion as of December 31, 2008.

Nuveen Investments is a Delaware limited liability company and a direct wholly-owned subsidiary of Nuveen. It is registered as a broker-dealer under the Exchange Act and acts as,

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among other things, an underwriter or sponsor for closed-end funds from time to time, and serves as the principal underwriter and distributor for certain open-end Funds, which are identified in Annex A, Part 1-F. Nuveen Investments also serves as depositor for certain UITs, which are identified in Annex A, Part 1-H. As of June 3, 2009, the Nuveen Applicants employed over 950 individuals, including registered personnel.

KECALP, a corporation organized under the laws of Delaware, is an indirect wholly owned subsidiary of Merrill Lynch and BAC, and serves as an investment adviser, in its capacity as general partner or otherwise, to certain ESCs within the meaning of Section 2(a)(13) of the Act sponsored by Merrill Lynch and its affiliates. As of June 30, 2009, KECALP had assets under management of $11.9 million. Ventures is a Delaware limited liability company and an indirect wholly-owned subsidiary of Merrill Lynch and BAC. Ventures is the general partner of and serves as the investment adviser in such capacity to an ESC, and had assets under management of approximately $528.2 million as of June 30, 2009. Of these two ESC advisers, KECALP and Ventures, only KECALP is registered as an investment adviser under the Advisers Act. Neither KECALP nor Ventures provide any of the services covered by Section 9(a) to Funds other than to the ESCs. The ESCs, which are identified in Annex A, Part 1-E, have been exempted from all provisions of the Act (and the rules and regulations thereunder), except for certain sections, including Section 9, pursuant to a Commission order (“ESC Order”).²

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The Staff of the Commission’s Division of Enforcement has engaged in settlement discussions with BAC in connection with an investigation by the Commission relating to disclosures in BAC’s joint proxy statement filed on November 3, 2008 concerning Merrill Lynch incentive compensation for 2008. As a result of these discussions, the Commission has filed a complaint against BAC in the United States District Court for the Southern District of New York (the “District Court”) on August 3, 2009 in a civil action captioned Securities and Exchange Commission v. Bank of America Corporation (S.D.N.Y. 2009) (No. 09-Civ. 6829); (the “Complaint”). BAC has executed a consent in which it neither admits nor denies any of the allegations in the Complaint, except as to jurisdiction, but consents to the entry of a final judgment against BAC by the District Court (the “Final Judgment”).

The Complaint alleges that BAC violated Section 14(a) of the Exchange Act and Rule 14a-9 thereunder by failing to disclose in BAC’s proxy statement filed on November 3, 2008 the incentive compensation that Merrill Lynch could, in its discretion, award to its employees prior to completion of the merger between BAC and Merrill Lynch. The Final Judgment, among other things, enjoins BAC from directly or indirectly violating Section 14(a) of the Exchange Act and Rule 14a-9 thereunder (the “Injunction”).³

Section 9(a)(2) of the Act provides, in pertinent part, that a person may not serve or act as, among other things, an investment adviser or depositor of any investment company registered under the Act, or as a principal underwriter for any registered open-end investment

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³             Securities and Exchange Commission v. Bank of America Corporation, Civil Action No. 09-6829 (S.D.N.Y. entered _____ __, 2009).

company, UIT or registered face amount certificate company, if the person, by reason of any misconduct:

is permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction . . . from engaging in or continuing any conduct or practice . . . in connection with the purchase or sale of any security.

Section 9(a)(3) extends the prohibitions of Section 9(a)(2) to a company, any “affiliated person” of which is disqualified under the provisions of Section 9(a)(2). The term “affiliated person” is defined in Section 2(a)(3) of the Act to mean in relevant part “any person directly or indirectly controlling, controlled by, or under common control with, such other person.”

The entry of the Injunction will result in the disqualification of BAC from acting in the capacities specified in Section 9(a)(2) because BAC will be permanently enjoined by the District Court from engaging in certain conduct or practices in connection with the purchase or sale of a security. Moreover, the entry of the Injunction also results in the disqualification of each of the other Applicants under Section 9(a)(3) because they are, or may be considered to be, controlled by and therefore “affiliated persons” of BAC. Taken together, Sections 9(a)(2) and 9(a)(3) have the effect of precluding each of the Applicants from acting as an adviser, sub-adviser or depositor to Funds, or principal underwriter for any registered open-end investment company, UIT or registered face amount company (collectively, “Fund Servicing Activities”).

Section 9(c) of the Act provides that the Commission can grant, upon application, an exemption from the provisions of Section 9(a), either unconditionally or on an appropriate temporary or conditional basis, to any person if that person establishes that: (1) the prohibitions of Section 9(a), as applied to the person, are unduly or disproportionately severe; or (2) the conduct of the person has been such as not to make it against the public interest or protection of investors to grant the exemption. In determining whether an exemption should be granted under

Section 9(c), the Commission historically has analyzed the facts and circumstances of each case and has focused particularly on whether the parties seeking relief had any involvement in or have remedied the conduct that serves as the basis for disqualification under Section 9(a).⁴

As a result of the Final Judgment, which includes the Injunction, the Applicants submit this Application pursuant to Section 9(c) of the Act. In order to ensure the eligibility of each of the Applicants and Covered Persons to continue to provide, or to provide in the future, Fund Servicing Activities, the Applicants respectfully request that the Commission grant the Orders.

In support of their position that the Commission should issue the Orders, the Applicants assert the following.

The conduct alleged in the Complaint did not in any way involve any of the Applicants acting in their capacity as investment adviser, sub-adviser, depositor or principal underwriter for the Funds. The legislative history of Section 9 indicates that the purpose of the Section “was to get rid of persons with criminal records, persons who were under injunctions from the courts of competent jurisdiction for improper practices in connection with securities.”⁵ When Section 9 was adopted, investment companies were typically managed by relatively small partnerships. It was not foreseeable at that time that investment advisers and other service providers to investment companies would in the future be part of large financial service organizations like the Applicants. Therefore, it could not have been intended that a Fund would have to be deprived of

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⁴            Cf. Applications for Relief from Disqualification, Investment Company Act Release No. 8689 (Feb. 26, 1975).

 ⁵           Investment Trusts and Investment Companies: Hearings on S. 3580 Before the Subcomm. on Securities and Exchange of the Senate Comm. on Banking and Currency, 76th Cong., 3d Sess. 874 (1940) (statement of Judge Healy).

its investment manager, depositor or distributor because of alleged violations that are not related in any manner to Fund Servicing Activities. In the absence of improper practices related to Fund Servicing Activities, Section 9(a) should not operate to bar the Applicants from servicing the Funds and their shareholders. As a result, the conduct of the Applicants has not been such as to make it against the public interest or the protection of investors for the Commission to grant the Orders.

The inability of the Applicants (except for BAC) to continue providing Fund Servicing Activities would result in potentially severe financial hardship for both the Funds and their shareholders. If the Section 9(a) disqualifications applied to the Applicants, the shareholders of certain Funds would be deprived of the advisory or sub-advisory services that they expected to receive when they decided to invest in the Funds. Such services are extensive and include responsibility for the day-to-day operations, business and affairs of the Funds and various investment management and supervisory services, such as selecting fund managers, underlying funds, and monitoring performance. Disqualification from providing these services would disrupt investment strategies and could potentially result in large net redemptions of shares of the Funds, which in turn could both frustrate efforts to effectively manage the Funds’ assets and could increase the Funds’ expense ratios to the detriment of non-redeeming shareholders. Any effort by the directors of the Funds to find suitable replacement investment advisers and/or sub-advisers would necessarily take time, during which the Funds would lack advisory services. Even if a new investment adviser or sub-adviser is chosen, the cost of obtaining shareholder approval for the new investment advisory or sub-advisory agreements would be substantial. Specifically, the costs associated with the disqualification would include: (1) the costs of

identifying a suitable successor investment advisor or sub-advisor; (2) the costs of calling a special meeting of the boards of directors of the Funds; (3) the costs of preparing, printing, and mailing proxy materials to all shareholders; (4) the cost of actively soliciting shareholder proxies and tabulating those proxies; and (5) the costs of holding the shareholder meetings. The prohibitions of Section 9(a) could, therefore, operate to the financial detriment of certain Funds and their shareholders.

Similarly, the disqualification of MLPFS, CMDI and Nuveen Investments from serving as principal underwriters to certain Funds would result in hardship to those Funds and their shareholders. Not only would the Funds have to expend time and resources to find and engage substitute principal underwriters, but the substitute underwriters would not be able to replicate the selling network established by MLPFS, CMDI and Nuveen Investments. Therefore, the Section 9(a) disqualifications would be unduly and disproportionately severe on the financial interests of the Funds and their shareholders.

Finally, the inability of Nuveen Investments to continue to serve as depositor for UITs would result in potential hardship to the UITs, their unit holders and their trustees. Neither the protection of investors nor the public interest would be served by permitting the Section 9(a) disqualifications to apply to Nuveen Investments in this role because to do so would deprive the unit holders of the services that Nuveen Investments provides. For example, Nuveen Investments monitors the UIT portfolios and, to the extent consistent with the UIT trust agreements and Section 4(2) of the Act, arranges for the removal of securities from the UIT portfolios and/or assists in determining whether to terminate a trust when doing so is in the interest of unitholders. Nuveen Investments would have to expend time and other resources to engage substitute service providers to perform these services, at what might be higher costs.

This could impose burdens on unit holders as well as UIT trustees. Thus, the prohibitions imposed by Section 9(a) could operate to the financial detriment of the UITs and their unitholders.

If the Applicants (other than BAC) are unable to obtain the requested relief under Section 9(c) and are barred by Section 9(a) from engaging in Fund Servicing Activities, the effect on such Applicants’ businesses and employees would be severe. These Applicants have committed substantial capital and resources to establishing expertise in advising and sub-advising the Funds and in support of their principal underwriting business and depository services. Prohibiting the Applicants from providing Fund Servicing Activities would negatively impact their ability to offer clients a comprehensive range of financial services, and ultimately adversely affect each Applicant’s business (except for BAC). Such harm to the Applicants’ businesses would also negatively impact their employees. The Applicants collectively employ more than 30,000 employees, including registered personnel, some of whom perform Fund Servicing Activities for the Funds. Without the requested relief, such employees would experience significant difficulty in obtaining alternative employment.

With respect to KECALP and Ventures in particular, their disqualification from servicing the ESCs, either as general partner, adviser or sub-adviser to an ESC, would not be in the public interest or in the furtherance of the protection of investors, and indeed such disqualification would frustrate the expectations of eligible employees who invested in the ESCs. It would not be consistent with the purposes of the employees’ securities company provisions of the Act or the representations made in the terms and conditions of the ESC Order to require another entity not affiliated with Merrill Lynch or BAC to manage the ESCs. In

addition, participating employees of Merrill Lynch and its affiliates subscribed for interests in the ESCs with the expectation that the ESCs would be managed by an affiliate of Merrill Lynch.

Similarly, if Nuveen Investments is barred under Section 9(a) from continuing to serve as a depositor to the UITs and is unable to obtain the requested exemption, the effect on its current business and employees would be severe. Prohibiting Nuveen Investments from serving as a depositor would not only adversely affect its current business, but also its employees that are involved in these activities. Nuveen Investments has also committed an extensive amount of capital and other resources to support these activities. For these reasons, the imposition of the Section 9(a) disqualification on Nuveen Investments would be unduly and disproportionately severe.

For the foregoing reasons, the imposition of the Section 9(a) disqualification on the Applicants would be unduly and disproportionately severe.

The conduct alleged in the Complaint did not in any way involve any of the Applicants acting in their capacity as investment adviser, sub-adviser, depositor or principal underwriter for any of the Funds. In addition, with several exceptions,⁶ no Funds to which any Applicant currently provides Fund Servicing Activities held any shares of BAC stock entitled to vote on the BAC-Merrill Lynch merger, other than with respect to index funds. With the possible exceptions noted above, the alleged conduct giving rise to the Injunction did not involve any Fund for which an Applicant provided Fund Servicing Activities. BAC believes that no Funds that held BAC stock suffered any direct financial harm as a result of the conduct alleged in the Complaint. As no violation is alleged with respect to the services the Applicants provide to the Funds, it would not be against the public interest or the protection of investors for the Commission to grant the Orders.

Applicants note that, to the best of Applicants’ knowledge (i) none of the current directors and officers of the Applicants (other than BAC) or their employees that engage in Fund Servicing Activities (or any other persons in such roles during the time period covered by the Complaint) participated in the conduct alleged in the Complaint to have constituted the violations that provide a basis for the Injunction; (ii) any personnel at BAC who participated in the conduct alleged in the Complaint to have constituted the violations that provide a basis for the Injunction have had no, and will not have any future, involvement in the Applicants’ Fund

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⁶             Two Funds advised by CMA and distributed by CMDI held shares of BAC stock entitled to vote in the BAC-Merrill Lynch merger. In connection with the merger, CMA engaged a third-party proxy advisory firm to direct the voting of the Fund’s BAC stock. In addition, Roszel advised six Funds that held BAC stock entitled to vote on the record date for the proxy, each of which was sub-advised. In connection with the merger, the BAC shares of each Fund advised by Roszel were voted at the direction of the sub-advisers.

Servicing Activities; and (iii) because the personnel of the Applicants that are involved in Fund Servicing Activities did not participate in the alleged misconduct underlying the Injunction, shareholders of those Funds were not affected any differently than if those Funds had received services from any other non-affiliated investment adviser, depositor or principal underwriter.

To provide further assurance that granting the Orders would be consistent with the public interest and the protection of investors, the Applicants agree that they will, as soon as reasonably practical, distribute written materials, including an offer to meet in person to discuss the materials, to the boards of directors (“Boards”) of the Funds (excluding, for this purpose, the ESCs) for which the Applicants provide Fund Servicing Activities, including those directors who are not “interested persons” of such Funds as defined in Section 2(a)(19) of the Act and their independent legal counsel as defined in Rule 0-1(a)(6) under the Act, to discuss the circumstances that led to the Injunction, any impact on the Funds, and this Application. The Applicants also undertake to provide the Funds’ Boards with all of the information concerning the Injunction and this Application that is necessary for the Funds to fulfill their disclosure and other obligations under the federal securities laws.⁷

Several Applicants, as well as certain of their affiliates, have previously applied for exemptive orders under Section 9(c) of the Act.

The Applicants (other than BAC)⁸ obtained a permanent exemptive order under Section 9(c) of the Act on July 7, 2009.⁹ The order related to allegations that BAS and BAI

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misled customers regarding the fundamental nature and increasing risks associated with auction rate securities that they underwrote, marketed and sold and that by engaging in such conduct BAS and BAI violated Section 15(c) of the Exchange Act. BAS and BAI, without admitting or denying the allegations, consented to the entry of an injunction, which among other things, enjoined BAS and BAI from violating Section 15(c) of the Exchange Act and required BAS and BAI to comply with a series of undertakings designed, among other things, to provide relief to certain investors and undertake to work with issuers and other interested parties to seek to provide liquidity solutions for certain other investors.

BankAmerica Corporation (“BankAmerica”), now known as BAC, obtained an exemptive order under Section 9(c) of the Act on August 30, 1984.¹⁰ The application related to an enforcement action that was filed by the Commission against Bank of America National Trust and Savings Association (“Bank”), a national banking association whose capital stock was the principal asset and source of net income of BankAmerica. The Commission sought an order directing the Bank, as trustee for any trust holding more than 10% of any class of equity security (other than an exempted security) which is registered pursuant to Section 12 of the Exchange Act, to file timely reports required by Section 16(a) of the Exchange Act and the regulations thereunder with respect to changes in beneficial ownership of securities held by the Bank as trustee. The Bank, without admitting or denying the allegations, consented to the entry of a final order requiring the filing of the reports.

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Robertson Stephens, Inc., (“RSI”), which, as an indirect subsidiary of BAC is an affiliate of the Applicants, obtained a Section 9(c) exemptive order on January 10, 2003.¹¹ The application related to allegations that RSI allocated “hot” initial public offerings (“IPOs”) to customers willing to pay a portion of their profits from those IPOs to RSI and violated Section 17(a) of the Exchange Act, and Rule 17a-3 thereunder. RSI, without admitting or denying the allegations, consented to the entry of the final judgment, which among other things, enjoined RSI, directly or through its officers, directors, agents and employees, from violating Section 17(a) of the Exchange Act, and Rule 17a-3 thereunder, and ordered RSI to pay disgorgement of $23 million and a civil penalty of $5 million. RSI is no longer engaged in Fund Servicing Activities.

MLPFS obtained a Section 9(c) exemptive order on November 10, 1975.¹² The order related to allegations that MLPFS violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder in connection with the dissemination by MLPFS to its customers of inaccurate or misleading research reports and other materials relating to Stirling Homex Corporation and its securities. On the date the complaint was filed, MLPFS, without admitting or denying the allegations of the complaint, consented to the entry of a permanent injunction enjoining MLPFS from violating those provisions of the federal securities laws in connection with Stirling Homex Corporation securities transactions.

Nuveen f/k/a John Nuveen & Co. Inc. (“Nuveen & Co.”) obtained an exemptive order under Section 9(c) of the Act on March 23, 1979.¹³ The order related to a lawsuit that was filed

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by the Commission against twenty defendants, including Peter A. Leonard, for engaging in, and aiding and abetting, the secret personal trading of government securities, in violation of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Leonard was Vice President of Nuveen Government Securities, Inc., a dealer in government securities and a wholly-owned subsidiary of Nuveen & Co. Leonard, without admitting or denying the allegations, settled the civil action by consenting to the entry of a final judgment, which, among other things, enjoined him from violating the above-listed provisions of the federal securities laws.

MLPFS, Roszel, Ventures, and KECALP obtained a Section 9(c) exemptive order on April 14, 2003, in connection with allegations that Merrill Lynch aided and abetted certain violations by Enron Corporation (“Enron”) of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder and certain other provisions of the federal securities laws.¹⁴ The alleged violations occurred in connection with Enron’s recording of revenue in its Form 10-K for the fiscal year ended 1999 in connection with a Nigerian barge transaction and two energy trades between Merrill Lynch, its direct and indirect subsidiaries, and Enron in December 1999. As part of the final judgment, Merrill Lynch, without admitting or denying the allegations, consented to the entry of an injunction as well as the payment of disgorgement, civil penalties and interest.

MLPFS, Roszel, Ventures and KECALP also obtained a Section 9(c) exemptive order on November 26, 2003.¹⁵ The order related to allegations that MLPFS violated certain Conduct Rules of the National Association of Securities Dealers and Rules of the New York Stock

_________________________

Exchange by engaging in acts and practices that created or maintained inappropriate influence by MLPFS’ investment banking business over the research analysts in MLPFS’ research department. Without admitting or denying the allegations against it, MLPFS consented to the entry of the injunction, as well as other relief.

Charles Daly, a former employee of an indirectly owned subsidiary of Merrill Lynch, FAM Distributors, Inc. (“FAMD” f/k/a Merrill Lynch Funds Distributors, Inc.), obtained an exemptive order under Section 9(c) of the Act on April 4, 1983.¹⁶ In February 1983, the Commission temporarily exempted Mr. Daly and FAMD from the prohibitions of Section 9(a) of the Act for the sole purpose to permit Mr. Daly to continue his employment at FAMD.¹⁷ The orders under Section 9(c) of the Act related to an injunction arising from alleged recordkeeping irregularities that took place at Mr. Daly’s previous employer, before he joined FAMD. The Commission alleged that Mr. Daly aided and abetted violations of Sections 31(a), 34(a) and 34(b) of the Act while he was employed by the New England Merchants National Bank of Boston, an entity that was not affiliated with Merrill Lynch. Without admitting or denying the allegations, Mr. Daly consented to the entry of an injunction, which was entered by the United States District Court for the District of Massachusetts.

The Applicants agree that any order granted by the Commission pursuant to this Application will be subject to the following condition:

Any temporary exemption granted pursuant to the Application shall be without prejudice to, and shall not limit the Commission’s rights in any manner with respect to, any Commission

_________________________

investigation of, or administrative proceedings involving or against, Covered Persons, including, without limitation, the consideration by the Commission of a permanent exemption from section 9(a) of the Act requested pursuant to the Application or the revocation or removal of any temporary exemptions granted under the Act in connection with the Application.

For the reasons set forth above, Applicants meet the standards for exemption specified in Section 9(c) of the Act and therefore respectfully apply, on behalf of themselves and the Covered Persons, for the entry of the Orders by the Commission.

Pursuant to Rule 0-2(f) under the Act, the Applicants state that their addresses are indicated on the cover page of this Application and further state that all communications or questions concerning this Application should be directed to:

Trisha Lawson
Bank of America
Bank of America Tower

One Bryant Park, 18^th Floor

New York, NY 10036

(646) 855-0836

with a copy to:

Robin M. Bergen

Cleary Gottlieb Steen & Hamilton LLP

2000 Pennsylvania Avenue, NW

Washington, DC 20006
(202) 974-1514

The Applicants request that the Commission issue the requested Orders pursuant to Rule 0-5 under the Act without conducting a hearing. The proposed notice of the proceeding initiated by the filing of this Application required by Rule 0-2(g) under the Act is attached as Exhibit B.

Pursuant to Rule 0-2(c)(1) under the Act, each Applicant states that under the provisions of each Applicant’s governing instruments, the responsibility for the management of its affairs

and business is vested in its Chief Executive Officer, Board of Directors, officers or other governing body, as applicable. Each Applicant represents that the undersigned individual is authorized to file this Application in its name and on its behalf. The certification required by Rule 0-2(c)(1) under the Act are included as Exhibits A-1 through A-7 for BAC, CMA, CWAM, CMDI, BAIA, BACA and USTHFM, and in the signature pages for the remaining Applicants. The verifications required by Rule 0-2(d) under the Act are included in the signature pages to this Application.

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-1 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-2 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

 

COLUMBIA MANAGEMENT ADVISORS, LLC
By:		/s/ Michael A. Jones
Name:		Michael A. Jones
Title:		Managing Director; President

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-3 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-4 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-5 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-6 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

The Applicant named below has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-7 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, MLPFS hereby states that pursuant to resolutions adopted by the Executive Committee of the Board of Directors on February 28, 1983, its undersigned designee, as Associate General Counsel of its parent Merrill Lynch & Co., Inc., is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, IQ hereby states that pursuant to the authority contained in the Limited Liability Agreement of IQ, and the Action of Sole Member dated April 21, 2006, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, Roszel hereby states that pursuant to the Unanimous Written Consent of the Board of Managers, dated January 14, 2009, its undersigned President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, NAM hereby states that pursuant to the Written Consent of the Board of Directors, dated May 12, 2009, its undersigned Managing Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, NIA hereby states that pursuant to the Written Consent of the Board of Directors, dated May 12, 2009, its undersigned Managing Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, ISG hereby states that pursuant to the Written Consent of the Sole Member, dated July 1, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, Nuveen HydePark hereby states that pursuant to the Written Consent of the Managing Member, dated July 7, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, NWQ hereby states that pursuant to the Written Consent of the Managing Member, dated June 1, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, NIS hereby states that pursuant to the Written Consent of the Board of Directors, dated May 12, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, Santa Barbara hereby states that pursuant to the Written Consent of the Managing Member, dated July 7, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, Symphony hereby states that pursuant to the Written Consent of the Managing Member, dated July 7, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, Tradewinds hereby states that pursuant to the Written Consent of the Managing Member, dated June 12, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, Winslow hereby states that pursuant to the Written Consent of the Board of Directors, dated December 26, 2008, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, KECALP hereby states that pursuant to the Unanimous Written Consent of the Management Investment Committee, dated July 30, 2009, its undersigned Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, Ventures hereby states that pursuant to the Unanimous Written Consent of the Management Investment Committee, dated July 30, 2009, its undersigned Director is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Pursuant to Rule 0-2(c)(1) under the Act, Nuveen Investments hereby states that pursuant to the Written Consent of the Sole Member, dated June 1, 2009, its undersigned Vice President is authorized to sign and file this Application in its name and on its behalf and has caused this Application to be duly signed on its behalf on the 3rd day of August, 2009. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

Dated: August 3, 2009

Exhibit A-1

Authorization

Officer’s Certificate

The undersigned, being the duly elected Secretary of Bank of America Corporation (“BAC”) does hereby certify that this Application is signed by Teresa M. Brenner, Associate General Counsel of BAC, pursuant to the general authority vested in her under Section 9.1 of BAC’s By-laws.

IN WITNESS WHEREOF, I have set my hand this 3rd day of August, 2009.

Exhibit A-2

Authorization

Officer’s Certificate

The undersigned, being the duly elected Secretary of Columbia Management Advisors, LLC (“CMA”) does hereby certify that this Application is signed by Michael A. Jones, Managing Director and President of CMA, pursuant to the general authority vested in him under Section 3.4 of CMA’s By-laws.

IN WITNESS WHEREOF, I have set my hand this 3rd day of August, 2009.

Exhibit A-3

Authorization

Officer’s Certificate

The undersigned, being the duly elected Secretary of Columbia Wanger Asset Management, L.P. (“CWAM”) does hereby certify that this Application is signed by Bruce Lauer, Chief Operating Officer of CWAM, pursuant to the general authority vested in him under Section 4(d) of CWAM’s Agreement of Limited Partnership.

IN WITNESS WHEREOF, I have set my hand this 3rd day of August, 2009.

Exhibit A-4

Authorization

Officer’s Certificate

The undersigned, being the duly elected Secretary of Columbia Management Distributors, Inc. (“CMDI”) does hereby certify that this Application is signed by Michael A. Jones, President and Chief Executive Officer of CMDI, pursuant to the general authority vested in him under Article IX, Section 7 and Section 8 of CMDI’s By-laws.

IN WITNESS WHEREOF, I have set my hand this 3rd day of August, 2009.

Exhibit A-5

Authorization

Officer’s Certificate

The undersigned, being the duly elected Secretary of Banc of America Investment Advisors, Inc. (“BAIA”) does hereby certify that this Application is signed by David Bailin, Senior Executive Vice President of BAIA, pursuant to the general authority vested in them under Section 9 of BAIA’s By-laws.

IN WITNESS WHEREOF, I have set my hand this 3rd day of August, 2009.

Exhibit A-6

Authorization

Officer’s Certificate

The undersigned, being the duly elected Secretary of Bank of America Capital Advisors LLC (“BACA”) does hereby certify that this Application is signed by David Bailin, President of BACA, pursuant to the general authority vested in them under Section 5.10 M of BACA’s Amended Operating Agreement.

IN WITNESS WHEREOF, I have set my hand this 3rd day of August, 2009.

Exhibit A-7

Authorization

Officer’s Certificate

The undersigned, being the duly elected Secretary of U.S. TRUST HEDGE FUND MANAGEMENT, INC. (“USTHFM”) does hereby certify that this Application is signed by David Bailin, Chairman of USTHFM, pursuant to the general authority vested in them under Section 5 of USTHFM’s Bylaws.

IN WITNESS WHEREOF, I have set my hand this 3rd day of August, 2009.

Exhibit B

SECURITIES AND EXCHANGE COMMISSION

Agency: Securities and Exchange Commission (the “Commission”)

Action: Temporary order and notice of application for permanent order under Section 9(c) of the Investment Company Act of 1940 (the “Act”)

Summary: Applicants have received a temporary order exempting them from Section 9(a) of the Act with respect to an injunction expected to be entered against Bank of America Corporation (“BAC”) by the United States District Court for the Southern District of New York (“Injunction”) until the Commission takes final action on an application for a permanent order. Applicants have also applied for a permanent order.

Applicants: BAC, Columbia Management Advisors, LLC (“CMA”), Columbia Wanger Asset Management, L.P. (“CWAM”), Columbia Management Distributors, Inc. (“CMDI”), Banc of America Investment Advisors, Inc. (“BAIA”), Bank of America Capital Advisors LLC (“BACA”), U.S. Trust Hedge Fund Management, Inc. (“USTHFM”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), IQ Investment Advisors LLC (“IQ”), Roszel Advisors, LLC (“Roszel”), Nuveen Asset Management (“NAM”), Nuveen Investments Advisers Inc. (“NIA”), Nuveen Investments Institutional Services Group, LLC (“ISG”), Nuveen HydePark Group, LLC (“Nuveen HydePark”), NWQ Investment Management Company LLC (“NWQ”), Nuveen Investment Solutions, Inc. (“NIS”), Santa Barbara Asset Management, LLC (“Santa Barbara”), Symphony Asset Management LLC (“Symphony”), Tradewinds Global Investors, LLC (“Tradewinds”), Winslow Capital Management, Inc. (“Winslow”), Nuveen Investments, LLC (“Nuveen Investments”), KECALP Inc. (“KECALP”), and Merrill Lynch Ventures, LLC (“Ventures”) (collectively, the “Applicants”).

Hearing or Notification of Hearing: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving Applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 pm on [            ,     ], 2009 and should be accompanied by proof of service on the Applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer’s interest, the reason for the request and the issues to be contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary.

Address: Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549. Applicants, c/o Bank of America, One Bryant Park, 18^th Floor, New York, New York 10036, Attention: Trisha Lawson.

For Further Information Contact: [            ] at (202) 551-             (Division of Investment Management, Office of Investment Company Regulation).

Supplementary Information: The following is a temporary order and a summary of the application. The complete application may be obtained for a fee at the SEC’s Public Reference Branch, 100 F Street NE, Washington, DC 20549 (tel: 202-551-8090).

Applicants’ Representations:

1. BAC is a publicly held company whose shares are traded on the New York Stock Exchange, and a bank holding company and a financial holding company. The other Applicants, who are indirect subsidiaries of, or may otherwise be deemed to be affiliates of, BAC, provide retail securities brokerage, investment advisory and management services, underwriting and distributing services, placement agent services, investment banking and financial advisory services in connection with public offerings, mergers and acquisitions, restructurings, private placements, loan syndications, loan trading, derivative product arrangements, project financing, and futures and options on futures. The Applicants, other than BAC, currently serve as investment advisers (as defined in Section 2(a)(20) of the Act) or depositor of any registered investment company (“RIC”) or principal underwriter (as defined in Section 2(a)(29) of the Act) for numerous registered open-end companies, registered unit investment trusts (“UITs”), registered face amount certificate companies or employees’ securities companies (“ESCs”) (collectively and together with RICs, the “Funds”).

2. On [            , 2009], the Commission filed a complaint (“Complaint”) against BAC in the United States District Court for the Southern District of New York in a civil action captioned Securities and Exchange Commission v. Bank of America Corporation. The Complaint alleged that BAC violated Section 14(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and Rule 14a-9 thereunder.

3. On [            , 2009], BAC executed a Consent of Defendant Bank of America Corporation (“Consent”), in which BAC neither admitted nor denied the allegations in the Complaint, except as to personal and subject matter jurisdiction, which it admitted, and in which it consented to the entry of a judgment against it by the district court (“Judgment”). As negotiated by the parties, the Judgment, among other things, imposed upon BAC a permanent injunction against violating Section 14(a) of the Exchange Act, and Rule 14a-9 thereunder (“Injunction”).

Applicants’ Legal Analysis:

1. Section 9(a)(2) of the Act provides, in pertinent part, that a person may not serve or act as, among other things, an investment adviser or depositor of any investment company registered under the Act, or as a principal underwriter for any registered open-end investment company, UIT or registered face amount certificate company, if the person, by reason of any misconduct “is permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction . . . from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.” Section 9(a)(3) extends the prohibitions of Section 9(a)(2) to a company, any “affiliated person” of which is disqualified under the provisions of Section 9(a)(2). The term “affiliated person” is defined in Section 2(a)(3) of the Act to mean in relevant part “any person directly or indirectly controlling, controlled by, or under common control with, such other person.” Applicants state that BAC controls, or may

be considered to control, each of the Applicants and the Applicants are therefore “affiliated persons” of BAC within the meaning of Section 2(a)(3) of the Act. Applicants state that, as a result of the Injunction, they would be subject to the prohibitions of Section 9(a).

2. Section 9(c) of the Act provides that, upon application, the Commission shall by order grant an exemption from the provisions of Section 9(a), either unconditionally or on an appropriate temporary or other conditional basis, to any person if that person establishes that: (1) the prohibitions of Section 9(a), as applied to the person, are unduly or disproportionately severe; or (2) the conduct of the person has been such as not to make it against the public interest or protection of investors to grant the exemption. Applicants have filed an application pursuant to Section 9(c) seeking temporary and permanent orders exempting them, any existing company of which BAC is an affiliated person within the meaning of Section 2(a)(3) of the Act, and any person with whom the Applicants become affiliated in the future (“Covered Persons”) from the disqualification provisions of Section 9(a) of the Act.

3. Applicants believe that they meet the standards for exemption specified in Section 9(c). Applicants state that the prohibitions of Section 9(a) as applied to them would be unduly and disproportionately severe and that the conduct of the Applicants has been such as not to make it against the public interest or the protection of investors to grant the exemption from Section 9(a) of the Act.

4. Applicants state that the alleged conduct that is the subject of the Injunction did not involve any of the Applicants acting in the capacity of investment adviser, sub-adviser, depositor or principal underwriter for any Fund.

5. Applicants state that the inability to continue or begin providing advisory and principal underwriting services to the Funds would result in potentially severe hardship for the Funds and their shareholders. Applicants also state that they will, as soon as reasonably practical, advise the boards of directors (“Boards”) of the Funds (excluding, for this purpose, the ESCs) for which the Applicants serve as investment adviser, investment sub-adviser, depositor, or principal underwriter, including those directors who are not “interested persons” of such funds as defined in Section 2(a)(19) of the Act and their independent legal counsel as defined in Rule 0-1(a)(6) under the Act, of the circumstances that led to the Injunction, any impact on the Funds, and this Application. The Applicants agree that they will, as soon as reasonably practical, distribute written materials, including an offer to meet in person to discuss the materials, to the Boards, including all information concerning the Injunction and this Application necessary for those Funds to fulfill their disclosure and other obligations under the federal securities laws.

6. Applicants also assert that, if they were barred from providing services to the Funds, the effect on their businesses and employees would be unduly and disproportionately severe. Applicants state that they have committed substantial resources to, as applicable, developing their advisory business, establishing an expertise in advising and sub-advising Funds, and developing their business as principal underwriters and depositor to Funds.

7. Certain of the Applicants, including some of their affiliates, have previously applied for and have obtained exemptive orders under Section 9(c) of the Act. Because these previously obtained Section 9(c) orders were necessitated by actions brought by the Commission involving facts and circumstances that do not bear on this Application, they have little, if any, relevance to whether

this Application should be granted. Rather, the Application should be evaluated on its own merits, and granted for the reasons discussed above.

Applicants’ Condition: The Applicants agree that any order granted by the Commission pursuant to this Application will be subject to the following condition:

Any temporary exemption granted pursuant to the Application shall be without prejudice to, and shall not limit the Commission’s rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Covered Persons, including without limitation, the consideration by the Commission of a permanent exemption from Section 9(a) of the Act requested pursuant to the Application or the revocation or removal of any temporary exemptions granted under the Act in connection with the Application.

Temporary Order: The Commission has considered the matter and finds that Applicants have made the necessary showing to justify granting a temporary exemption.

Accordingly, it is hereby ordered that, pursuant to Section 9(c) of the Act, the Applicants are granted a temporary exemption from the provisions of Section 9(a) of the Act, effective forthwith, solely with respect to the Injunction, subject to the condition in the Application, until the Commission takes final action on the application for a permanent order.

Annex A  

Part 1-A

Alternative Investment Solutions

’40 Act Registered Fund Investment Advisors

Part 1-B¹⁸

’40 Act Registered Funds

Advised by Columbia Management Advisors, LLC

and Distributed by Columbia Management Distributors, Inc.

_________________________

¹⁸ All of the Funds included in this chart are open-end funds.

¹⁹ The Columbia International Bond Fund launched on December 1, 2008.

Part 1-B

’40 Act Registered Funds

Advised by Columbia Management Advisors, LLC

and Distributed by Columbia Management Distributors, Inc.

Part 1-B

’40 Act Registered Funds

Advised by Columbia Management Advisors, LLC

and Distributed by Columbia Management Distributors, Inc.

’40 Act Registered Funds

Advised by Columbia Management Advisors, LLC

and Distributed by Columbia Management Distributors, Inc.

_________________________

 ²⁰ Registered but not yet offered to the public.

Part 1-C ²¹

List of All Registered Investment Companies Sub-Advised by CMA

’40 Act Registered Funds

Sub-Advised by Columbia Management Advisors, LLC

_________________________

²¹ All of the Funds included in this chart are open-end funds.

Part 1-D ²²

List of All Registered Investment Companies Sub-Advised by CWAM

’40 Act Registered Funds

Sub-Advised by Columbia Wanger Asset Management, L.P.

_________________________

²² All of the Funds included in this chart are open-end funds.

Part 1-E

REGISTERED INVESTMENT COMPANIES TO WHICH

IQ, ROSZEL & MLPFS PROVIDE SERVICES

EMPLOYEES’ SECURITIES COMPANIES ADVISED BY KECALP

EMPLOYEES’ SECURITIES COMPANY ADVISED BY VENTURES

Part 1-F

PRINCIPAL UNDERWRITER / ADVISED FUNDS / SUBADVISED FUNDS

Part 1-F

PRINCIPAL UNDERWRITER / ADVISED FUNDS / SUBADVISED FUNDS

Part 1-F

PRINCIPAL UNDERWRITER / ADVISED FUNDS / SUBADVISED FUNDS