Amendment Five to Amended and Restated Subadvisory Agreement

Amendment Five to

Amended and Restated Subadvisory Agreement

The Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC (“Columbia Management”) and Threadneedle International Limited (“TINTL”) dated June 11, 2008, is amended as follows:

Schedule 1

Schedule 1 to the Agreement is deleted and replaced in its entirety by the following Schedule 1:

SCHEDULE 1

Assets under management

$0-150 million

next $500 million

next $500 million

thereafter

Fund

bps

bps

bps

bps

Columbia Multi-Advisor International Equity Fund

35

30

25

20

The rates shown above apply to the corresponding portion of the respective portfolio. For example, if the average daily net assets for the Columbia Multi-Advisor International Equity Fund for a given month are $650 million, then the applicable rates shall be 35 bps on $150 million and 30 bps on the remaining $500 million.

		Assets under management On all assets
Fund		bps
Columbia Asia Pacific ex-Japan Fund			45
Columbia Commodity Strategy Fund			25
Columbia European Equity Fund			35
Columbia Global Equity Fund			35
Columbia Variable Portfolio-Commodity Strategy Fund			25
Columbia Variable Portfolio-International Opportunity Fund			35

In witness whereof, the parties have caused this Amendment to be executed by their officers designated below as of this 16^th day of January, 2013.

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC						THREADNEEDLE INTERNATIONAL LIMITED
By:		/s/ Xxxxxxxxxxx Xxxxxxxx				By:		/s/ Xxxxxx Xxxx
		Signature						Signature
Name:		Xxxxxxxxxxx Xxxxxxxx				Name:		Xxxxxx Xxxx
		Printed						Printed
Title:		Senior Vice President and Head of Intermediary Distribution, Marketing and Products				Title:		General Counsel
		Printed						Printed

ADDENDUM DATED APRIL 3, 2013 TO THE

AMENDED AND RESTATED SUBADVISORY AGREEMENT

DATED JUNE 11, 2008

This Addendum, dated as of April 3, 2013, hereby supplements the attached Amended and Restated Subadvisory Agreement (the “Subadvisory Agreement”), dated June 11, 2008, by and between Columbia Management Investment Advisers, LLC, (the “Investment Manager”), a Minnesota limited liability company, and Threadneedle International Limited, a company organized under the laws of England and Wales (TINTL”), solely with respect to the Columbia Variable Portfolio-Commodity Strategy Fund (the “VP Commodity Strategy Fund”), a series of Columbia Funds Variable Series Trust II (the “Registrant”), as follows:

The parties hereto acknowledge that, with respect to the VP Commodity Strategy Fund, and in accordance with its prospectus, all or a portion of its assets may be held in one or more of its wholly-owned subsidiaries, including but not limited to CVPCSF Offshore Fund, Ltd (referred to herein collectively as the “Subsidiary”). TINTL is hereby authorized and agrees to manage the portion of assets of the Subsidiary which is allocated to TINTL from time to time by the Investment Manager (which portion may include any or all of the VP Commodity Strategy Fund’s assets) pursuant to the same terms, conditions and obligations applicable to the VP Commodity Strategy Fund under the Subadvisory Agreement. TINTL is further authorized hereby to determine, in its discretion, the amount and type of assets (or any portion thereof allocated to it by the Investment Manager) of the VP Commodity Strategy Fund to be invested in and through the Subsidiary. For these purposes, all references in the Subadvisory Agreement to the “Fund,” with respect to the VP Commodity Strategy Fund, shall also refer to the Subsidiary, unless the context dictates otherwise.

For the avoidance of doubt, TINTL hereby agrees for purposes of Section 1 of the Subadvisory Agreement: “TINTL’s Duties,” to treat the assets and liabilities of the Subsidiary as if they are held directly by the VP Commodity Strategy Fund, and, in addition, if required (as determined by the Fund’s Chief Legal Officer and Chief Compliance Officer), to treat the Subsidiary as a separate investment by the VP Commodity Strategy Fund. Further, for purposes of Section 4: “Compensation of TINTL” of the Subadvisory Agreement, the parties hereto agree to treat the assets and liabilities of the Subsidiary as if they are held directly by the VP Commodity Strategy Fund. TINTL acknowledges that, at the direction of the Registrant’s Board of Trustees and the Board of Directors of the Subsidiary, the Investment Manager has retained TINTL to serve as investment subadviser for the Subsidiary, and TINTL, as a party to this Subadvisory Agreement, has agreed to manage the assets of the Subsidiary in accordance with the terms of this Subadvisory Agreement.

In witness whereof, the parties have caused this Addendum to be executed by their officers designated below as of this 3^rd day of April, 2013.

COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC						THREADNEEDLE INTERNATIONAL LIMITED
By:		/s/ J. Xxxxx Xxxxxxxxxxx				By:		/s/ Xxxxxx Xxxx
		Signature						Signature
Name:		J. Xxxxx Xxxxxxxxxxx				Name:		Xxxxxx Xxxx
		Printed						Printed
Title:		Managing Director and General Manager Mutual Fund Products				Title:		General Counsel
		Printed						Printed