Investment Company Act of 1940 — Section 17(a)
Columbia Funds, et al

December 23, 2008

RESPONSE OF THE OFFICE OF INVESTMENT COMPANY REGULATION DIVISION OF INVESTMENT MANAGEMENT

Our Ref. No. 2008-2-ICR COLUMBIA FUNDS, et al.

Your letter of December 23, 2008, requests our assurance that we would not recommend that the Commission take any enforcement action under sections 10(f), 17(a) and 17(d) of the Investment Company Act of 1940 (the “Act”) and rule 17d-1 under the Act if BAC, BAC Affiliates (including CMA), and the Columbia Funds¹ rely on the Subject Orders following the Merger, subject to the Subject Orders’ material representations and terms and conditions.² BAC, BAC Affiliates (including CMA) and the Columbia Funds agree to comply with the terms and conditions of the Subject Orders as though such terms and conditions were imposed directly on such entities.

Based on the facts and representations made in your letter, we would not recommend that the Commission take any enforcement action under sections 10(f), 17(a) and 17(d) of the Act and rule 17d-1 under the Act if BAC, BAC Affiliates (including CMA), and the Columbia Funds rely on the Subject Orders following the Merger.³ This response expresses the Division’s position on enforcement action only, and does not purport to express any legal conclusions on the questions presented. Facts or representations different from those presented in your letter might require a different conclusion.

Barbara T. Heussler
Senior Counsel

Endnotes

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¹ For purposes of the letter, references to the foregoing entities extend only to those entities for which your letter specifically requests relief, as described in your discussion of the Subject Orders.

² Unless otherwise noted, each defined term in this letter has the same meaning as defined in your letter.

³ You state that you are not requesting, and understand that we are not taking, any position with respect to section 15(f) of the Act. You also state that you have been advised that there is no express or implied understanding between the parties to the Merger and their affiliates with respect to the amount or level of any transactions that may be entered into in reliance on the Subject Orders after the Merger.

Incoming Letter

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The Incoming Letter is in Acrobat format.