0000891804-05-000589 Sample Contracts

PARTICIPATION AGREEMENT
Participation Agreement • February 18th, 2005 • Wanger Advisors Trust • Massachusetts
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WANGER ADVISORS TRUST
Transfer Agent Agreement • February 18th, 2005 • Wanger Advisors Trust
February 18, 2005
Wanger Advisors Trust • February 18th, 2005

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

FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • February 18th, 2005 • Wanger Advisors Trust • Connecticut
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