0001193125-12-145864 Sample Contracts

TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT AMENDED AND RESTATED
Transfer and Dividend Disbursing Agent Agreement • April 2nd, 2012 • Columbia Funds Variable Series Trust II • Massachusetts

This agreement (the “Agreement”) is made as of September 7, 2010, by and between Columbia Funds Variable Series Trust II (the “Trust”) acting on behalf of its 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 the Trust) and Columbia Management Investment Services Corp., a Minnesota corporation (“CMISC”).

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PLAN OF DISTRIBUTION AND AGREEMENT OF DISTRIBUTION AMENDED AND RESTATED
Plan of Distribution and Agreement of Distribution • April 2nd, 2012 • Columbia Funds Variable Series Trust II • Minnesota

The Plan of Distribution (“Plan”) and Agreement of Distribution (“Agreement”), effective May 1, 2009 (together “Plan and Agreement”), is by and between Columbia Management Investment Distributors, Inc. (“Columbia Management Investment Distributors” or the “Distributor”), a Delaware corporation, principle underwriter of Columbia Funds Variable Series Trust II, a Massachusetts business trust (“Registrant”), pursuant to a separate distribution agreement (“Distribution Agreement”), for distribution services to the funds and the Registrant, on behalf of its underlying series (each a “fund” and collectively the “funds”) and share classes, listed in Schedule A as applicable and effective as of the date listed in Schedule A, as it may be separately amended from time to time. The terms “Fund” or “Funds” are used to refer to the Registrant or the underlying series as context requires.

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