AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT

AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

This Amendment No. 1 (the “Amendment”), made and entered into as of March 13, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Xxxxxx Xxxxxx & Xxxxxx LLC, a Delaware limited liability company (“Subadviser”), dated June 18, 2014 (the “Agreement”).

WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to an additional sleeve (the “Denver Sleeve”) of Variable Portfolio – Partners Small Cap Value Fund, and Subadviser is willing to render such investment advisory services; and

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto, to add, effective April 30, 2018, the Denver Sleeve of Variable Portfolio – Partners Small Cap Value Fund covered by the Agreement.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1. Portfolio Management. Section 1(a) of the Agreement shall be, and hereby is, amended by adding the following as paragraph (vi):

(vi) Management of Funds with Multiple Subadvisers. Subadviser’s responsibilities for providing services to a Fund shall be limited to the portion of the Fund’s assets allocated to Subadviser (“Subadviser Account”). Subadviser shall not, without the prior approval of Investment Manager, effect any transactions that would cause the Subadviser Account, treated as a separate fund, to be out of compliance with the Fund’s investment objectives, policies and restrictions. Subadviser shall not consult with any external subadviser of a Fund concerning transactions for the Fund in securities or other assets.

2. Compensation of Subadviser. Section 4 of the Agreement shall be, and hereby is deleted and replaced with the following:

For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be determined daily and paid monthly, on or before

the last business day of the next succeeding calendar month, at the annual rates set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs.

3. Duration and Termination. Section 9(a) of this Agreement shall be, and hereby is, deleted and replaced with the following sentence:

“Unless sooner terminated as provided herein, this Agreement, with respect to each Sleeve identified on Schedule A (as amended from time to time), shall continue from the date of its execution only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated with respect to a Sleeve of the Fund, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 0000 Xxx) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund.

4. The following shall be, and is hereby added as Section 22 to the Agreement:

No Third-Party Beneficiaries. The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser,

or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.

5. Notices. Section 12 to the Agreement shall be, and hereby is, amended by deleting the addresses for Subadviser and Investment Manager and replacing them with the following:

Subadviser:

Xxxx Xxxxx, Director of Marketing & Bus. Development

Xxxxxx Xxxxxx & Xxxxxx

000 X. Xxxxxxx Xx. Xxxxx 0000 Xxxxxxx, XX 00000

(000) 000-0000 Ph.

(000) 000-0000 Fax.

with a copy to:

Xxxx Xxxxxxxx, Chief Compliance Officer

Xxxxxx Xxxxxx & Xxxxxx

000 X. Xxxxxxx Xx Xxxxx 0000 Xxxxxxx, XX 00000

Ph. (000) 000-0000

Fax (000) 000-0000

Investment Manager:

Xxxx Xxxxxxxx

Vice President, Subadvised Strategies

Columbia Threadneedle Investments

000 0^xx Xxx. X, Xxxxxxx: X00 000

Xxxxxxxxxxx, XX 00000

Tel:     (000) 000-0000

Fax:     (000) 000-0000

with a copy to:

Xxxxxxxxxxx X. Xxxxxxxx

Vice President and Lead Chief Counsel

Ameriprise Financial, Inc.

5228 Ameriprise Financial Center, Routing: 27/5228

Xxxxxxxxxxx, XX 00000

Tel:     (000) 000-0000

Fax:     (000) 000-0000

6. Schedule A. Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto.

7. Miscellaneous. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement. This Amendment may be executed in counterparts, each of which will be deemed an original and all of which together will be deemed to be one and the same agreement. As modified herein, the Agreement is confirmed and remains in full force and effect.

8. Duration and Termination. Section 9(c) to the Agreement shall be, and hereby is, deleted and replaced with the following:

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 22 shall survive such termination of the Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the day and year first above written.

Columbia Management Investment Advisers, LLC						Xxxxxx Xxxxxx & Xxxxxx LLC
By:		/s/ Xxxxx Xxxxx				By:		/s/ Xxxxxx X. Xxxxxxxxxxx
		Signature						Signature
Name:		Xxxxx Xxxxx				Name:		Xxxxxx X. Xxxxxxxxxxxx
		Printed						Printed
Title:		Assistant Secretary				Title:		Chief Executive Officer

AMENDMENT NO. 1

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

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