0001193125-18-344869 Sample Contracts

AMENDMENT NO. 6 TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Minnesota

This Amendment No. 6 (the “Amendment”), made and entered into as of November 1, 2018, is made a part of the Amended and Restated Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Threadneedle International Limited, a company organized under the laws of England and Wales (“TINTL”), dated June 11, 2008, as amended July 13, 2009, March 30, 2011, July 1, 2011, July 19, 2011, and January 16, 2013 (the “Agreement”).

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AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Missouri

This Amendment No. 1 (the “Amendment”), made and entered into as of June 12, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Kennedy Capital Management, Inc., a Missouri corporation (“Subadviser”), dated September 14, 2016 (the “Agreement”).

AMENDMENT NO. 2 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Delaware

This Amendment No. 2 (the “Amendment”), made and entered into as of March 27, 2018, 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 as amended February 10, 2016 (the “Agreement”).

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Delaware

This Amendment No. 1 (the “Amendment”), made and entered into as of August 2, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and BMO Asset Management Corp., a Delaware corporation (“Subadviser”), dated February 15, 2017 (the “Agreement”).

AMENDMENT NO. 2 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II

This Amendment No. 2 (the “Amendment”), made and entered into as of November 9, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Subadviser”), dated September 14, 2016, as amended July 24, 2018 (the “Agreement”).

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II

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 Segall Bryant & Hamill LLC, a Delaware limited liability company (“Subadviser”), dated June 18, 2014 (the “Agreement”).

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Delaware

This Amendment No. 1 (the “Amendment”), made and entered into as of May 31, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Nuveen Asset Management, LLC, a Delaware limited liability corporation (“Subadviser”), dated February 15, 2017 (the “Agreement”).

COLUMBIA FUNDS VARIABLE SERIES TRUST II AMENDMENT NO. 22 TO THE AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • December 7th, 2018 • 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 establish, to change or abolish and rescind the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust; and

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Colorado

This Amendment No. 1 (the “Amendment”), made and entered into as of June 26, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and OppenheimerFunds, Inc., a Colorado corporation (“Subadviser”), dated February 10, 2016 (the “Agreement”).

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Maryland

This Amendment No. 1 (the “Amendment”), made and entered into as of July 24, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“Subadviser”), dated September 14, 2016 (the “Agreement”).

COLUMBIA FUNDS VARIABLE SERIES TRUST II AMENDMENT NO. 21 TO THE AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • December 7th, 2018 • 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 establish, to change or abolish and rescind the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust; and

AMENDMENT NO. 3 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Minnesota

This Amendment No. 3 (the “Amendment”), made and entered into as of June 25, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Wells Capital Management Incorporated, a California corporation (“Subadviser”), dated April 8, 2010, as amended July 18, 2014 and April 21, 2017 (the “Agreement”).

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Minnesota

This Amendment No. 1 (the “Amendment”), made and entered into as of May 31, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Los Angeles Capital Management and Equity Research, Inc., a California corporation (“Subadviser”), dated February 15, 2017 (the “Agreement”).

AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Minnesota

This Amendment No. 1 (the “Amendment”), made and entered into as of July 13, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and Jacobs Levy Equity Management, Inc., a New Jersey corporation (“Subadviser”), dated February 15, 2017 (the “Agreement”).

AMENDMENT NO. 3 TO THE SUBADVISORY AGREEMENT
Subadvisory Agreement • December 7th, 2018 • Columbia Funds Variable Series Trust II • Delaware

This Amendment No. 3 (the “Amendment”), made and entered into as of June 28, 2018, is made a part of the Subadvisory Agreement between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”) and J.P. Morgan Investment Management Inc., a Delaware corporation (“Subadviser”), dated April 8, 2010, as amended April 21, 2017 and June 17, 2014 (the “Agreement”) with respect to the fund or funds (the “Fund”) identified in the Agreement.

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