0001193125-15-410971 Sample Contracts

Agreement and Plan of Reorganization
Agreement and Plan of Reorganization • December 22nd, 2015 • Columbia Funds Variable Series Trust II • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of December 17, 2015, is by and among each Target Company, as defined below, on behalf of each of its series that is a Target Fund, as defined below, each Acquiring Company, as defined below, on behalf of each of its series that is an Acquiring Fund, as defined below, and, for purposes of paragraphs 7.3 and 10.2 of this Agreement only, Columbia Management Investment Advisers, LLC (“Columbia Threadneedle”).

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AMENDMENT NO. 1 TO THE SUBADVISORY AGREEMENT
The Subadvisory Agreement • December 22nd, 2015 • 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”).

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