FORM OF INVESTMENT MANAGEMENT SERVICES AGREEMENTInvestment Management Services Agreement • April 26th, 2013 • Columbia Funds Variable Series Trust II • Massachusetts
This Agreement, dated as of March 1, 2011, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company and Columbia Funds Variable Series Trust II (the “Registrant”), on behalf of its separate underlying series, listed in Schedule A and as applicable and effective as of the date listed in Schedule A, as may be separately amended from time to time. The terms “Fund” or “Funds” are used to refer to either the Registrant or its underlying series, as context requires.
FORM OF TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENTTransfer and Dividend Disbursing Agent Agreement • April 26th, 2013 • 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”).
FORM OF DISTRIBUTION AGREEMENTDistribution Agreement • April 26th, 2013 • Columbia Funds Variable Series Trust II • Massachusetts
THIS AGREEMENT is made as of September 7, 2010, by and between Columbia Funds Variable Series Trust II (the “Trust” and each series of the Trust, if any, as listed on Schedule I, if any, being hereinafter referred to as a “Fund” with respect to the Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust, as relevant), and Columbia Management Investment Distributors, Inc., a Delaware corporation (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio of the Trust established in the future shall automatically become a “Fund” 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 which may be separately amended from time to time to reflect the addition of each new Fund and Shares. For the avoidance of doubt, the provisions
COLUMBIA FUNDS VARIABLE SERIES TRUST II AMENDMENT NO. 13 TO THE AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • April 26th, 2013 • Columbia Funds Variable Series Trust II
WHEREAS, Section 5 of Article III of the Agreement and Declaration of Trust (the “Declaration of Trust”) of Columbia Funds Variable Series Trust II (the “Trust”), dated September 11, 2007, as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of the Trust to amend the Declaration of Trust to change the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust.
Amendment Five to Amended and Restated Subadvisory AgreementSubadvisory Agreement • April 26th, 2013 • Columbia Funds Variable Series Trust II
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:
FORM OF PLAN OF DISTRIBUTION AND AGREEMENT OF DISTRIBUTIONPlan of Distribution and Agreement of Distribution • April 26th, 2013 • 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.
COLUMBIA FUNDS VARIABLE SERIES TRUST II AMENDMENT NO. 10 TO THE AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • April 26th, 2013 • Columbia Funds Variable Series Trust II
WHEREAS, Section 5 of Article III of the Agreement and Declaration of Trust (the “Declaration of Trust”) of Columbia Funds Variable Series Trust II (the “Trust”), dated September 11, 2007, as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of the Trust to amend the Declaration of Trust to change the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust.
COLUMBIA FUNDS VARIABLE SERIES TRUST II AMENDMENT NO. 11 TO THE AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • April 26th, 2013 • Columbia Funds Variable Series Trust II
WHEREAS, Section 5 of Article III of the Agreement and Declaration of Trust (the “Declaration of Trust”) of Columbia Funds Variable Series Trust II (the “Trust”), dated September 11, 2007, as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of the Trust to amend the Declaration of Trust to change the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust.
