SUBADVISORY AGREEMENTSubadvisory Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II • Massachusetts
Agreement made as of the 10th day of February, 2016 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and OppenheimerFunds Inc., a Colorado corporation (“Subadviser”).
MANAGEMENT AGREEMENTManagement Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II • Massachusetts
This Amended and Restated Management Agreement (“Agreement”), dated as of April 25, 2016, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and Columbia Funds Series Trust II, Columbia Funds Variable Series Trust II, each a Massachusetts business trust, and Columbia Funds Series Trust, a Delaware statutory trust (each a Trust and collectively, the Trusts), each acting on behalf of their series listed in Schedule A, amends and restates the Management Agreement, dated July 1, 2015 and is effective with respect to each Fund specified in Schedule A on the date indicated thereon. The terms “Fund” and “Funds” are used to refer to either the Trusts or their underlying series, as context requires.
TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENTTransfer and Dividend Disbursing Agent Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II • Massachusetts
This agreement (the “Agreement”) is made as of March 1, 2016, 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”) and amends and restates the Transfer and Dividend Disbursing Agent Agreement dated September 7, 2010, by and between the Trust on behalf of each Fund and CMISC.
DISTRIBUTION AGREEMENTDistribution Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II • Massachusetts
THIS AGREEMENT is made as of March 1, 2016, by and between each trust or corporation (each such trust being hereinafter referred to as a “Trust” and each series of a Trust, if any, as listed on Schedule I, 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, as relevant), and Columbia Management Investment Distributors, Inc., a Delaware corporation (the “Distributor”) and amends and restates the Distribution Agreement dated September 7, 2010, by and between the Trust on behalf of each Fund and 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 i
Schedule IDistribution Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II
COMPENSATION TO DISTRIBUTOR. In connection with the distribution of Shares, Distributor will be entitled to receive payments pursuant to any Distribution Plan and related agreement from time to time in effect between any Fund and Distributor or any particular class of shares of a Fund (“12b-1 Plan”).
COLUMBIA FUNDS VARIABLE SERIES TRUST II AMENDMENT NO. 16 TO THE AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • April 28th, 2016 • 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 NO. 1 TO THE SUBADVISORY AGREEMENTSubadvisory Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II
This Amendment No. 1 (the “Amendment”), made and entered into as of February 10, 2016, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, (formerly known as RiverSource Investments, LLC), a Minnesota limited liability company (“Investment Manager”) and Massachusetts Financial Services Company, a Delaware corporation (“Subadviser”), dated April 8, 2010 (the “Agreement”).
AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENTSubadvisory Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II
This Amendment No. 1 (the “Amendment”), made and entered into as of November 19, 2015, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Loomis, Sayles & Company, L.P., a Delaware limited partnership (“Subadviser”), dated January 15, 2014 (the “Agreement”).
SCHEDULE A As of May 1, 2016Management Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II
For the following funds, the asset charge for each calendar day of each year shall be equal to the total of 1/365th (1/366th in each leap year) of the amount computed in accordance with the fee schedule in the table below:
AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENTSubadvisory Agreement • April 28th, 2016 • Columbia Funds Variable Series Trust II
This Amendment No. 1 (the “Amendment”), made and entered into as of February 10, 2016, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC (formerly known as RiverSource Investments, LLC), a Minnesota limited liability company (“Investment Manager”) and Morgan Stanley Investment Management Inc., a Delaware corporation (“Subadviser”), dated April 8, 2010 (the “Agreement”).
