0001193125-08-043937 Sample Contracts

STEINROE VARIABLE INVESTMENT TRUST SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • February 29th, 2008 • Columbia Funds Variable Insurance Trust • Massachusetts

THIS SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, executed on April 12, 2006 and effective upon filing with the Office of the Secretary of The Commonwealth of Massachusetts, by the Trustees hereunder and the holders of shares of beneficial interest issued hereunder and to be issued hereunder as hereinafter provided:

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TRANSFER, DIVIDEND DISBURSING AND SHAREHOLDERS’ SERVICING AGENT AGREEMENT
Transfer, Dividend Disbursing and Shareholders’ Servicing Agent Agreement • February 29th, 2008 • Columbia Funds Variable Insurance Trust • Massachusetts

This agreement (the “Agreement”) is made as of May 1, 2006, by and between the Massachusetts business trusts acting on behalf of their series all as listed on Schedule A hereto (as the same may from time to time be amended to add or delete one or more series of such trusts) (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust), Columbia Management Services, Inc., a Massachusetts corporation (“CMS”), and Columbia Management Advisors, LLC (“CMA”), a Delaware limited liability company.

DISTRIBUTION AGREEMENT COLUMBIA FUNDS
Distribution Agreement • February 29th, 2008 • Columbia Funds Variable Insurance Trust • Massachusetts

THIS AGREEMENT is made as of May 1, 2006, by and between each Massachusetts business trust (each trust, hereinafter, the “Fund”) listed on Schedule I on behalf of each series of each Fund that is organized as a trust listed on Schedule I (each, a “Series” and collectively, the “Series”), and Columbia Management Distributors, Inc., a Massachusetts corporation (the “Distributor”). Absent written notification to the contrary by either the Fund or the Distributor, each new investment portfolio established in the future shall automatically become a “Series” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I.

ADMINISTRATIVE AGREEMENT
Administrative Agreement • February 29th, 2008 • Columbia Funds Variable Insurance Trust • Massachusetts

This agreement (the “Agreement”) is made as of May 1, 2006, by and between the Massachusetts business trusts acting on behalf of their series all as listed on Schedule A hereto (as the same may from time to time be amended to add or delete one or more series of such trusts) (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust), and Columbia Management Advisors, LLC (“CMA”), a Delaware limited liability company.

COLUMBIA FUNDS VARIABLE INVESTMENT TRUST AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Second Amended and Restated Agreement and Declaration of Trust • February 29th, 2008 • Columbia Funds Variable Insurance Trust

WHEREAS, Section 1 of Article I of the Second Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) of Columbia Funds Variable Investment Trust (the “Trust”), filed with the Office of the Secretary of The Commonwealth of Massachusetts on April 28, 2006, authorizes the Trustees of the Trust to amend the Declaration of Trust to change the name of the Trust without authorization by vote of the Shareholders of the Trust.

PRICING AND BOOKKEEPING AGREEMENT
Pricing and Bookkeeping Agreement • February 29th, 2008 • Columbia Funds Variable Insurance Trust • Massachusetts

This agreement (the “Agreement”) is made as of May 1, 2006, by and between the Massachusetts business trusts acting on behalf of their series all as listed on Schedule A hereto (as the same may from time to time be amended to add or delete one or more series of such trusts) (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust) and Columbia Management Advisors, LLC (“CMA”), a Delaware limited liability company.

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