AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

This Amendment No. 2 (the “Amendment”), made and entered into as of April 21, 2017, 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 June 17, 2014 (the “Agreement”) with respect to the fund or funds (the “Fund”) identified in the Agreement.

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

Subadviser:

Jeffery Reedy

Vice President

JPMorgan Investment Management, Inc.

1111 Polaris Parkway

Columbus, OH 43240

(614) 213-2094 Ph.

(614) 417-5699 Fax.

Investment Manager:

Paul Mikelson

Vice President, Subadvised Strategies

Columbia Threadneedle Investments

707 2 ^nd Ave. S, Routing: H17 435

Minneapolis, MN 55402

Tel: (612) 671-4452

Fax: (612) 671-0618

with a copy to:

Christopher O. Petersen

Vice President and Lead Chief Counsel

Ameriprise Financial, Inc.

5228 Ameriprise Financial Center, Routing: 27/5228

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

“Unless sooner terminated as provided herein, this Agreement shall continue from the date of its execution only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 1(g), 8(a), 8(b), 8(c), 8(d), 16, 18, 19, 21 and 22 shall survive such termination of the Agreement.

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the day and year first above written.

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

This Amendment No. 2 (the “Amendment”), made and entered into as of April 21, 2017, 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 (the “Agreement”).

WHEREAS, Investment Manager desires to retain Subadviser to provide investment advisory services to an additional mutual fund, Variable Portfolio—Partners Core Bond Fund, and Subadviser is willing to render such investment advisory services; and

WHEREAS, Investment Manager and Subadviser desire to amend the Agreement, including Schedule A thereto, to add, effective May 1, 2017, Variable Portfolio—Partners Core Bond Fund as a “Fund” covered by the Agreement.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

Schedule A . Schedule A to the Agreement shall be, and hereby is, deleted and replaced with the Schedule A attached hereto.

This section 1(e) of the Agreement hereby supersedes and replaces in its entirety the terms the terms of the Mutual Confidentiality Agreement, dated March 15, 2017, entered into by Investment Manager and Subadviser.

Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential Information, includes, but is not limited to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the Fund (or portion of the Fund allocated to Subadviser) that Subadviser manages under the terms of this Agreement (“Fund Portfolio Information”), (ii) any copies

of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants), and (iii) any information with respect to the investment management, information security, operational, or compliance systems or processes of the Subadviser. Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

“Unless sooner terminated as provided herein, this Agreement, with respect to each Fund identified on Schedule A (as amended from time to time), shall continue from the date of its execution only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act. Thereafter, if not terminated with respect to a Fund, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

No Third-Party Beneficiaries . The Fund is intended to be a third party beneficiary of this Agreement. For the avoidance of doubt, and without in any way implying that there are any other third-party beneficiaries to the Agreement or any other agreement with respect to the Trust or any of its series, no person other than the Investment Manager and the Subadviser is a party to this Agreement or shall be entitled to any right or benefit arising under or in respect of this Agreement (with the exception of the Fund), and there are no other third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any other person (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Investment Manager or Subadviser, or (ii) create or give rise to any duty or obligation on the part of the Investment Manager or Subadviser (including without limitation any fiduciary duty) to any person other than the Fund, all of which rights, benefits, duties, and obligations are hereby expressly excluded.]

Subadviser:

Wells Capital Management

Attn: Client Administration MAC: N9882-021

100 Heritage Reserve

Menomonee Falls, WI 53051

(866) 259-3305 Ph.

(866) 671-5539 Fax.

with a copy to:

Wells Capital Management

Attn: Client Administration MAC: A0103-103

525 Market Street, 10th Floor

San Francisco, CA 94105

Ph. (866) 259-3305

Fax (866) 671-5539

Investment Manager:

Paul Mikelson

Vice President, Subadvised Strategies

Columbia Threadneedle Investments

707 2 ^nd Ave. S, Routing: H17 435

Minneapolis, MN 55402

Tel: (612) 671-4452

Fax: (612) 671-0618

with a copy to:

Christopher O. Petersen

Vice President and Lead Chief Counsel

Ameriprise Financial, Inc.

5228 Ameriprise Financial Center, Routing: 27/5228

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties’ future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(c), 1(d), 1(e), 1(f), 8(a), 8(b), 8(c), 15, 17, 18, 20 and 21 shall survive such termination of the Agreement.

[REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their officers designated below as of the day and year first above written.

AMENDMENT NO. 2

TO THE SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

SUBADVISORY AGREEMENT

Agreement made as of the 21st day of June, 2017 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Westfield Capital Management Company, L.P., a Delaware limited partnership (“Subadviser”).

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).

WHEREAS, Investment Manager entered into a Management Agreement (the “Advisory Agreement”) with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the effective date of this Agreement is September 18, 2017.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1 | Page

2 | Page

3 | Page

Each of the parties hereto agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information (“Confidential Information”), but no less than reasonable care, to protect the Confidential Information of the other party. As used herein, Confidential

4 | Page

Information, includes, but is not limited, to “Fund Portfolio Information,” which refers to confidential and proprietary information with regard to (i) the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser that Subadviser manages under the terms of this Agreement, and (ii) any copies of any agreements between the Investment Manager and its various counterparties and all the terms and provisions contained therein, which the Investment Manager (which term shall include the Investment Manager’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants) may furnish, disclose or reveal to Subadviser (which term shall include Subadviser’s directors, officers, employees, agents, advisors, proposed financing sources, attorneys and accountants). Each party hereby agrees to restrict access to the other party’s Confidential Information to its employees who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent a party from disclosing Confidential Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3)(a) that, in the case of Investment Manager’s Confidential Information, is approved in writing by Investment Manager for disclosure, (3)(b) that, in the case of Subadviser’s Confidential Information, is approved in writing by Subadviser for disclosure; (4) that is disclosed in the course of a regulatory examination or that is required to be disclosed pursuant to a requirement of a governmental or regulatory agency or law, so long as the non-disclosing party provides (to the extent permitted under applicable law) the disclosing party (i.e., the party whose Confidential Information would be disclosed) with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (5) to affiliates that have a reason to know such information; (6) to the custodian of the Fund; (7) to brokers and dealers that are counterparties for trades for the Fund; (8) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (9) to third party service providers to Subadviser subject to confidentiality agreements or duties. Notwithstanding the foregoing, to the extent Fund Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser’s current client list. Such list may be used with third parties.

5 | Page

6 | Page

In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

7 | Page

8 | Page

9 | Page

11 | Page

12 | Page

13 | Page

In the case of Subadviser:

Jenny Muller

Westfield Capital Management Company, L.P.

One Financial Center

23rd Floor

Boston, Massachusetts 02111

Tel: (617) 428-7184

Fax: (617) 428-7190

with a copy to:

Kathryn Kearney

Westfield Capital Management Company, L.P.

One Financial Center

23rd Floor

Boston, Massachusetts 02111

Tel: (617) 428-7149

Fax: (617) 428-7190

In the case of Investment Manager:

Paul Mikelson

Vice President, Subadvised Strategies

Columbia Threadneedle Investments

707 2 ^nd Ave. S, Routing: H17 435

Minneapolis, MN 55402

Tel: (612) 671-4452

Fax: (612) 671-0618

with a copy to:

Christopher O. Petersen

Vice President and Lead Chief Counsel

Ameriprise Financial, Inc.

5228 Ameriprise Financial Center, Routing: 27/5228

Minneapolis, MN 55474

Tel: (612) 671-4321

Fax: (612) 671-2680

Any Notice delivered or transmitted to a party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on any day that is not a Saturday, Sunday, or statutory holiday in

14 | Page

the jurisdiction where the Notice is received (“Business Day”) prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.

Any party may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this section.

15 | Page

16 | Page

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

17 | Page

SUBADVISORY AGREEMENT

SCHEDULE A

[REDACTED DATA]

18 | Page

Shareholder Services Agreement – CFVST II

SHAREHOLDER SERVICES AGREEMENT

This agreement (the “Agreement”) is made as of July 1, 2017, 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) (each series of the Trust being hereinafter referred to as a “Fund”), and Columbia Management Investment Services Corp., a Minnesota corporation (“CMISC”) and amends and restates the Transfer and Dividend Disbursing Agent Agreement dated March 1, 2016 (the “Previous Agreement”), by and between the Trust on behalf of each Fund and CMISC.

WHEREAS, the Trust is a registered investment company;

WHEREAS, shares of each Fund may be offered to separate accounts funding variable annuity contracts and variable life insurance policies (“Contracts”) issued by participating insurance companies (“Participating Insurance Companies”) as well as qualified pension and retirement plans (“Qualified Plans”) and other qualified institutional investors;

WHEREAS, CMISC and/or its affiliates have entered into agreements (“Service Agreements”) with Participating Insurance Companies, Qualified Plans or their sponsors and other authorized investors (together, “Participating Organizations”) providing for the provision of certain services with respect to the Contracts, Qualified Plans or other owners of Fund shares; and

WHEREAS, the Trust and CMISC wish to amend and restate the Previous Agreement to better reflect the nature of the arrangement between the Trust and CMISC, including the payments from the Trust or CMISC to Participating Organizations as a service fee;

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereto agree as follows:

1. Appointment . The Trust hereby appoints CMISC to act as transfer and servicing agent and dividend disbursing agent for the Funds, and CMISC accepts such appointments and will perform the respective duties and functions of such appointments in the manner hereinafter set forth.

2. Compensation . The Trust shall pay to CMISC, or to such person(s) as CMISC may from time to time instruct, such compensation (a “Service Fee”) as may from time to time be approved by the Board of Trustees/Directors (the “Board”) of the Trust, all or a portion of which will be paid to Participating Organizations. Schedule B hereto sets forth the compensation arrangements to be effective as of the date of this Agreement, and the treatment of all interest earned with respect to balances in the accounts maintained by CMISC referred to in paragraphs 5, 8, and 9 of this Agreement, net of any charges imposed by the bank(s) at which CMISC maintains such accounts.

3. Copies of Documents . The Trust will furnish CMISC with copies of the following documents: the Declaration of Trust of the Trust and all amendments thereto; and the Trust’s registration statement (the “Registration Statement”) as in effect on the date hereof under

the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and all amendments or supplements thereto hereafter filed. The prospectus(es) and statement(s) of additional information contained in each such Registration Statement, as from time to time amended and supplemented, together are herein collectively referred to as the “Prospectus.”

4. Lost or Destroyed Certificates . In case of the alleged loss or destruction of any shareholder certificate, no new certificate shall be issued in lieu thereof. CMISC shall cancel such lost or destroyed certificate, and, provided that the purported holder of such lost or destroyed certificate furnishes to CMISC an affidavit of loss of the shares represented by such lost or destroyed certificate in a form satisfactory to CMISC, supported by an appropriate bond satisfactory to CMISC and the Trust and issued by a surety company satisfactory to CMISC, CMISC shall reflect the ownership by such holder of the shares represented by such lost or destroyed certificate in its book entry system.

5. Receipt of Funds for Investment . CMISC will maintain one or more accounts with its cash management bank into which it will deposit funds payable to CMISC as agent for, or otherwise identified as being for the account of, each Fund, and will promptly thereafter deposit such funds in the Fund’s account with its custodian (the “Custodian”) and notify the Fund of such deposits in writing (which may be in electronic format).

6. Shareholder Accounts . Upon receipt of any funds referred to in paragraph 5 hereof, CMISC will compute the number of shares purchased by the shareholder according to the net asset value of Fund shares next determined after such receipt; and

(a) in the case of a new shareholder, open and maintain an open account for such shareholder in the name or names set forth in the subscription application form; and

(b) send to the shareholder a confirmation indicating the amount of full and fractional shares purchased (in the case of fractional shares, rounded to three decimal places) and the price per share;

all subject to any reasonable instructions which the Fund’s principal underwriter (the “Distributor”) or the Trust may give to CMISC with respect to rejection of orders for shares and in accordance with the Prospectus.

7. Unpaid Checks . In the event that any check or other order for payment of money on the account of any shareholder or new investor is returned for any reason, CMISC will take such steps, including imposition of a reasonable processing or handling fee on such shareholder or investor, as CMISC may, in CMISC’s discretion, deem appropriate, or as the Trust or the Distributor may instruct CMISC.

8. Dividends and Distributions . The Trust will promptly notify CMISC of the declaration of any dividend or distribution with respect to shares of Funds of the Trust, the amount of such dividend or distribution, the date each such dividend or distribution shall be paid, and the record date for determination of shareholders entitled to receive such dividend or distribution. As dividend disbursing agent, CMISC will, on or before the payment date of any such dividend or distribution, notify the Custodian of the estimated amount of cash required to pay such dividend or distribution, and the Trust agrees that on or before the mailing date of such

-2-

dividend or distribution it will instruct the Custodian to make available to CMISC sufficient funds therefor in a dividend and distribution account maintained by CMISC with the Custodian. As dividend disbursing agent, CMISC will prepare and distribute to shareholders any funds to which they are entitled by reason of any dividend or distribution and, in the case of shareholders entitled to receive additional shares by reason of any such dividend or distribution, CMISC will make or cause to be recorded appropriate credits to their accounts and prepare and mail to shareholders a confirmation statement. CMISC will replace lost or stolen checks issued to a shareholder upon receipt of proper notification and will maintain any stop payment order against the lost or stolen checks, subject to the imposition of a reasonable processing or handling fee on such shareholder, as CMISC may, in CMISC’s discretion, deem appropriate, or as the Trust or the Distributor may instruct CMISC.

9. Repurchase and Redemptions . CMISC will receive and stamp with the date of receipt all requests delivered to CMISC for repurchase or redemption of shares and CMISC will process such repurchases as agent for the Distributor and such redemptions as agent for the Trust as follows, all in accordance with the terms and procedures set forth in the Fund’s Prospectus:

(a) If such request complies with standards for repurchase or redemption approved from time to time by the Trust, CMISC will, on or prior to the seventh calendar day succeeding the receipt of any such request for repurchase or redemption in good order, pay to the shareholder from funds deposited by the Trust from time to time in a repurchase and redemption account maintained by CMISC with its cash management bank, the appropriate repurchase or redemption price, as the case may be, as set forth in the Prospectus;

(b) If such request does not comply with said standards for repurchase or redemption as approved by the Trust, CMISC will promptly notify the shareholder of such fact, together with the reason therefor, and shall effect such repurchase or redemption at the price in effect at the time of receipt of documents complying with said standards, or, in the case of a repurchase, at such other time as the Distributor, as agent for the Trust, shall so direct; and

(c) CMISC shall notify the Trust and the Distributor as soon as practicable on each business day of the total number of Fund shares covered by requests for repurchase or redemption that were received by CMISC in proper form on the previous business day, such notification to be confirmed in writing.

10. Exchanges and Transfers . Upon receipt by CMISC of a request to exchange Fund shares held in a shareholder’s account for shares of another Fund, CMISC will verify that the exchange request is made by authorized means and that the requested exchange is in accordance with the Trust’s applicable policies and will process a redemption and corresponding purchase of shares in accordance with the Trust’s redemption and purchase policies and in accordance with the redemption and purchase provisions of this Agreement. Upon receipt by CMISC of a request to transfer Fund shares accompanied by such endorsements, instruments of assignment or evidence of succession as CMISC may require and further accompanied by payment of any applicable transfer taxes, and satisfaction of any conditions contained in the Trust’s Declaration of Trust, By-Laws, and Prospectus, CMISC will record the transfer of ownership of such shares in the appropriate records and will process the transfer in accordance with the Trust’s transfer policies and will open an account for the transferee, if a new shareholder, in accordance with the provisions of this Agreement.

-3-

11. Tax Forms and Reports . CMISC will prepare, file with the Internal Revenue Service and with any other foreign, federal, state or local governmental agency which may require such filing, and, if required, mail to shareholders such forms and reports for reporting dividends and distributions paid by the Funds as are required to be so prepared, filed and mailed by applicable laws, rules and regulations, and CMISC will withhold from distributions to shareholders such sums as are required to be withheld under applicable foreign, federal and state income tax laws, rules and regulations.

12. Record Keeping . CMISC will maintain records, which at all times will be the property of the Trust and available for inspection by the Trust and Distributor, showing for each shareholder’s account the following:

(a) Name, address and United States taxpayer identification or Social Security number, if provided (or amounts withheld with respect to dividends and distributions on shares if a taxpayer identification or Social Security number if not provided);

(b) Number of shares held and number of shares for which certificates have been issued;

(c) Historical information regarding the account of each shareholder, including dividends and distributions paid, if any, and the date and price for all transactions on a shareholder’s account;

(d) Any stop or restraining order placed against a shareholder’s account;

(e) Information with respect to withholdings of taxes on dividends paid to foreign accounts; and

(f) Any instruction as to record address, and any correspondence or instructions or privileges (such as a telephone exchange privilege), relating to the maintenance of a shareholder’s account.

In addition, CMISC will keep and maintain on behalf of the Trust all records which the Trust or CMISC is required to keep and maintain pursuant to any applicable statute, rule or regulation, including without limitation, Rules 17Ad-6 and 17Ad-7 under the Securities Exchange Act of 1934, and Rule 31(a)-1 under the Investment Company Act of 1940, relating to the maintenance of records in connection with the services to be provided hereunder.

13. Other Information Furnished . CMISC will furnish to the Trust and the Distributor or to third parties at their direction, such as the Trust’s Blue Sky service provider, such other information, including shareholder lists and statistical information as may be agreed upon from time to time between CMISC and the Trust. CMISC shall notify the Trust of any request or demand to inspect the share records books of the Trust and will act upon the instructions of the Trust as to permitting or refusing such inspection. CMISC will also provide reports pertaining to the services provided under this Agreement as the Trust or its Board may reasonably request.

-4-

14. Shareholder Inquiries . CMISC will respond promptly to written correspondence from shareholders, registered representatives of broker-dealers engaged in selling Fund shares, the Trust and the Distributor relating to its duties hereunder, and such other correspondence or communications as may from time to time be mutually agreed upon between CMISC and the Trust. CMISC also will respond promptly to telephone inquiries from shareholders with respect to existing accounts.

15. Communications to Shareholders and Meetings . CMISC will determine all shareholders entitled to receive, and will address and mail, all communications by the Trust to its shareholders, including annual and semi-annual reports to shareholders, proxy material for meetings of shareholders, dividend notifications, and other periodic communications to shareholders. CMISC will receive, examine and tabulate returned and completed proxy cards for meetings of shareholders and certify the vote to the Trust.

16. Other Services . If and as requested by the Trust (and as mutually agreed upon by the parties as to any reasonable out-of-pocket expenses), CMISC shall provide any additional related services, including but not limited to services pertaining to escheatments, abandoned property, garnishment orders, bankruptcy and divorce proceedings, Internal Revenue Service or state tax authority tax levies and summonses, and U.S. Treasury Office of Foreign Assets Control and all matters relating to the foregoing.

17. Investor Services by Participating Organizations . CMISC will enter into Service Agreements with Participating Organizations pursuant to which the Participating Organizations will provide shareholder services (“Investor Services”) to their clients, customers and participants investing directly or indirectly in the Funds (together, “Contract/Plan Owners”). CMISC will implement a program for overseeing the provision of Investor Services by the Participating Organizations and the service fees payable to such Participating Organizations under their Service Agreements, and will report to the Board on such Investor Services at least annually. The service fee paid by CMISC to Participating Organizations is intended to compensate Participating Organizations for providing Investor Services to Contract/Plan Owners pursuant to applicable Service Agreements. The Investor Services provided by Participating Organizations may include, but are not limited to:

(a) Processing purchases, redemptions, exchanges and transfers of units representing interests in Fund shares (“units”), and other permissible legal actions with respect to units, in a timely fashion in accordance with the terms of the governing instruments of the Contract or Qualified Plan or similar instruments;

(b) Disbursing or crediting to Contract/Plan Owners all proceeds of redemptions of units and all dividends and other distributions not reinvested in Fund shares;

(c) Maintaining Contract/Plan Owner accounts;

(d) Mailing regulatory documents including proxies, prospectuses and annual reports to Contract/Plan Owners;

(e) Returning and completing proxy cards for meetings of shareholders in a manner consistent with applicable law;

-5-

(f) Confirming Fund share transactions;

(g) Providing an appropriate level of oversight of applicable rules and regulations affecting the units; and

(h) Responding to correspondence, telephone inquiries or other communications from Contract/Plan Owners with respect to investments in a Fund.

18. Insurance . CMISC will maintain adequate insurance coverage with respect to the services provided under this Agreement, and will not allow such insurance coverage to lapse, without the prior written consent of the Trust.

19. Service Levels . CMISC agrees to report to the Board of the Trust on the nature and quality of the services it provides to the Funds under this Agreement, as may be requested by the Board from time to time.

20. Duty of Care and Indemnification . CMISC will at all times use reasonable care and act in good faith in performing its duties hereunder. CMISC will not be liable or responsible for delays or errors by reason of circumstances beyond its control, including without limitation, acts of civil or military authority, national or state emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots or failure of transportation, communication or power supply, so long as CMISC maintains comprehensive business continuity plans and procedures pursuant to paragraph 27 hereof.

CMISC may rely on certifications of the Secretary, any Assistant Secretary, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust as to proceedings or facts in connection with any action taken by the shareholders or the Board of the Trust, and upon instructions not inconsistent with this Agreement from the President, any Vice President, the Treasurer or any Assistant Treasurer of the Trust. CMISC may seek from counsel for the Trust, at the Trust’s expense, or its own counsel advice whenever it deems it appropriate. With respect to any action reasonably taken on the basis of such certifications or instructions or in accordance with the advice of counsel for the Trust, the Trust will indemnify and hold harmless CMISC from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses), provided that such certifications or instructions are not provided by an employee of CMISC or any affiliate of CMISC.

The Trust will indemnify CMISC against and hold CMISC harmless from any and all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and expenses) arising out of or in connection with any material breach by the Trust of any provision of this Agreement provided that such claim, demand, action or suit is not the result of CMISC’s bad faith or negligence.

In any case in which the Trust may be asked to indemnify or hold harmless CMISC, CMISC shall advise the Trust of all pertinent facts concerning the situation giving rise to the claim or potential claim for indemnification, and CMISC shall use reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present a claim for indemnification.

-6-

21. Employees . CMISC is responsible for the employment, control and conduct of its agents and employees and for injury or harm to such agents or employees or to others caused by such agents or employees. CMISC assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

22. AML/CIP . CMISC agrees to use its best efforts to provide anti-money laundering services to the Trust and to operate the Trust’s customer identification program, in each case in accordance with the written procedures developed by CMISC and adopted or approved by the Board of the Trust and with applicable law and regulation. CMISC further agrees to cooperate with any request from examiners or other personnel of U.S. Government agencies having jurisdiction over the Trust for information and records relating to the anti-money laundering procedures or services and consents to inspection by such examiners or other personnel for this purpose.

23. Termination . This Agreement shall continue indefinitely until terminated by not less than sixty (60) days’ written notice given by the Trust to CMISC or by six (6) months’ written notice given by CMISC to the Trust. Upon termination hereof, the Trust shall pay such compensation as may be due to CMISC as of the date of such termination.

24. Successors . In the event that in connection with termination of this Agreement a successor to any of CMISC’s duties or responsibilities hereunder is designated by the Trust by written notice to CMISC, CMISC shall promptly, at the expense of the Trust, transfer to such successor a certified list of the shareholders of the Funds (with name, address and taxpayer identification or Social Security number), the historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence and other data established or maintained by CMISC under this Agreement in a form reasonably acceptable to the Trust (if such form differs from the form in which CMISC has maintained the same, the Trust shall pay any expenses associated with transferring the same to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from CMISC’s personnel in the establishment of books, records and other data by such successor. CMISC shall be entitled to reasonable compensation and reimbursement of its out-of-pocket expenses in respect of assistance provided in accordance with the preceding sentence, unless such termination resulted from a material breach of this Agreement by CMISC or was caused by CMISC. Also, in the event of the termination of this Agreement, to the extent permitted by the agreements or licenses described below, CMISC shall, if requested by the officers on behalf of the Board of the Trust, use reasonable efforts to assign to the Trust, or its designee, such portion of its rights under any existing agreements to which it is a party and pursuant to which it has a right to have access to data processing capability in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection with the services contemplated by this Agreement and under any licenses to use third-party software in connection therewith as is applicable to the Trust, and in connection with such assignment shall grant to the assignee an irrevocable right and license or sublicenses, on a non-exclusive basis, to use any software used in connection therewith and, on an exclusive basis, any proprietary rights or interest which it has under such agreements or licenses.

-7-

25. Use of Affiliated Companies and Subcontractors . In connection with the services to be provided directly by CMISC under this Agreement, CMISC may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations and upon receipt of approval of the Board of the Trust, make use of (i) its affiliated companies and their directors, trustees, officers and employees and (ii) subcontractors selected by it, with the understanding that there shall be no diminution in the quality or level of services provided to the Trust, and provided that CMISC shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided in this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by CMISC or such parties, except to the extent specifically provided otherwise in this Agreement. The preceding portion of this Section 25 applies to services CMISC has agreed to provide directly under this Agreement; CMISC is authorized to enter into Service Agreements with Participating Organizations, pursuant to which Participating Agreements will provide Investor Services to Contract/Plan Owners.

26. Confidentiality . CMISC agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust and its prior, present or potential shareholders and not to use such records and information for any purpose other than performance of its responsibilities and duties under this Agreement, except after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where CMISC may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities or when so requested by the Trust. Furthermore, CMISC will implement procedures reasonably designed to safeguard information in accordance with the Fund’s privacy policy as adopted by the Board and with applicable laws and regulations.

27. Compliance . CMISC agrees to comply with all applicable federal, state and local laws and regulations, codes, orders, self-regulatory organization guidelines or regulations, and government rules in the performance of its duties under this Agreement. CMISC agrees to provide the Trust with such certifications, reports and other information, and reasonable access to appropriate personnel and facilities, as the Trust may reasonably request from time to time to assist it in complying with, and monitoring for compliance with, applicable laws, rules and regulations. CMISC will implement, test and maintain comprehensive business continuity plans and procedures as appropriate to provide uninterrupted services to the Trust pursuant to this Agreement. Notwithstanding anything else in this Agreement, CMISC will perform all services covered by the Agreement in a manner so as to conform with the procedures and arrangements described in the Fund’s Prospectus.

28. Market Timing . CMISC will assist other service providers of the Trust as necessary in the implementation of the Trust’s market timing policy adopted by the Board, as set forth in the Fund’s Prospectus.    Furthermore, to the extent applicable, CMISC will carry out its obligations set forth in the Fund’s Compliance Program concerning the implementation and administration of policies and procedures relating to Rule 22c-2 under the 1940 Act.

29. No Third-Party Beneficiaries . For the avoidance of doubt, and without in any way indicating or implying that there are any third-party beneficiaries to the Agreement or any other agreement to which the Trust or any series thereof is a party, no person other than the Trust and CMISC shall be deemed to be a party to this Agreement or shall be entitled to any right or

-8-

benefit arising under or in respect of this Agreement; there are no third-party beneficiaries of this Agreement. Without limiting the generality of the foregoing, nothing in this Agreement is intended to, or shall be read to, (i) create in any person other than the Trust and CMISC (including without limitation any shareholder of any Fund) any direct, indirect, derivative, or other rights against the Trust or CMISC, or (ii) create or give rise to any duty or obligation on the part of CMISC or the Trust (including without limitation any fiduciary or other duty) to any person.

30. Miscellaneous . This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. The Trust and CMISC hereby consent to the jurisdiction of a state of federal court situated in the Commonwealth of Massachusetts in connection with any dispute arising hereunder. Any action or dispute between the Trust and CMISC arising out of this Agreement shall be brought exclusively in the state or federal courts in the Commonwealth of Massachusetts. The Trust and CMISC hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which any such party may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum.

The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be amended or modified only by a written document signed by both parties hereto. All provisions regarding indemnification, liability, and limits thereon, and confidentiality shall survive the termination of this Agreement. This Agreement, including the attached Schedules, sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and incorporates, merges and supersedes any and all prior understandings and communications, whether written or oral, with respect to such subject matter.

A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and CMISC acknowledges that this Agreement is executed on behalf of the Trust by an officer thereof in his or her capacity as an officer thereof and not individually, and that the obligations of or arising out of this Agreement are not binding upon any of the trustees, officers, employees, agents or shareholders of the Trust individually, but are binding solely upon the assets and property of the Trust. CMISC further acknowledges that the assets and liabilities of each Fund that is a series of Trust are separate and distinct and that the obligations of or arising out of this Agreement with respect to each Fund that is a series of the Trust are binding solely upon the assets or property of such Fund. CMISC also agrees that obligations of or arising out of this Agreement with respect to each Fund that is a series of the Trust shall be several and not joint, in accordance with its proportionate interest hereunder, and agrees not to proceed (by way of claim, set-off or otherwise) against any Fund for the obligations of another Fund.

[ The remainder of this page intentionally left blank .]

-9-

Service Agreement - CFVST II

IN WITNESS WHEREOF, the parties hereto have caused the forgoing Agreement to be duly executed as of July 1, 2017.

Schedule – TA Agreement – CFVST II

SCHEDULE A

As of July 1, 2017

Columbia Funds Variable Series Trust II

Columbia Variable Portfolio – Balanced Fund

Columbia Variable Portfolio – Commodity Strategy Fund

Columbia Variable Portfolio – Core Equity Fund

Columbia Variable Portfolio – Disciplined Core Fund

Columbia Variable Portfolio – Dividend Opportunity Fund

Columbia Variable Portfolio – Emerging Markets Bond Fund

Columbia Variable Portfolio – Emerging Markets Fund

Columbia Variable Portfolio – Global Bond Fund

Columbia Variable Portfolio – Government Money Market Fund

Columbia Variable Portfolio – High Yield Bond Fund

Columbia Variable Portfolio – Income Opportunities Fund

Columbia Variable Portfolio – Intermediate Bond Fund

Columbia Variable Portfolio – Large Cap Growth Fund

Columbia Variable Portfolio – Large Cap Index Fund

Columbia Variable Portfolio – Limited Duration Credit Fund

Columbia Variable Portfolio – Managed Volatility Moderate Growth Fund

Columbia Variable Portfolio – Mid Cap Growth Fund

Columbia Variable Portfolio – Mid Cap Value Fund

Columbia Variable Portfolio – Select International Equity Fund

Columbia Variable Portfolio – Select Large-Cap Value Fund

Columbia Variable Portfolio – Select Smaller-Cap Value Fund

Columbia Variable Portfolio – Seligman Global Technology Fund

Columbia Variable Portfolio – U.S. Equities Fund

Columbia Variable Portfolio – U.S. Government Mortgage Fund

Variable Portfolio – Aggressive Portfolio

Variable Portfolio – American Century Diversified Bond Fund

Variable Portfolio – BlackRock Global Inflation-Protected Securities Fund

Variable Portfolio – CenterSquare Real Estate Fund

Variable Portfolio – Columbia Wanger International Equities Fund

Variable Portfolio – Conservative Portfolio

Variable Portfolio – DFA International Value Fund

Variable Portfolio – Eaton Vance Floating-Rate Income Fund

Variable Portfolio – Jennison Mid Cap Growth Fund

Variable Portfolio – Loomis Sayles Growth Fund

Variable Portfolio – Los Angeles Capital Large Cap Growth Fund

Variable Portfolio – MFS ^® Blended Research ^® Core Equity Fund

Variable Portfolio – MFS ^® Value Fund

Variable Portfolio – Moderate Portfolio

Variable Portfolio – Moderately Aggressive Portfolio

Variable Portfolio – Moderately Conservative Portfolio

Variable Portfolio – Morgan Stanley Advantage Fund

Variable Portfolio – Oppenheimer International Growth Fund

Variable Portfolio – Partners Core Bond Fund

Variable Portfolio – Partners Small Cap Growth Fund

Variable Portfolio – Partners Small Cap Value Fund

Variable Portfolio – Pyramis International Equity Fund

Variable Portfolio – T.Rowe Price Large Cap Value Fund

Variable Portfolio – TCW Core Plus Bond Fund

Variable Portfolio – Victory Sycamore Established Value Fund

Variable Portfolio – Wells Fargo Short Duration Government Fund

Transfer and Dividend Disbursing Agent Agreement

SCHEDULE B

Payments under the Agreement to CMISC shall be made in the first two weeks of the month following the month in which a service is rendered or an expense incurred.

Each Fund will pay a Service Fee equal to the payments made by CMISC to Participating Organizations for services each such Participating Organization provides to its clients, customers and participants investing directly or indirectly in the Funds at an annualized rate of up to 0.20% of the average daily net assets of Fund assets attributable to or held in the name of such Participating Organization.

In addition, CMISC shall be entitled to retain as additional compensation for its services all CMISC revenues for fees for wire, telephone, and redemption orders, account transcripts due CMISC from shareholders of the Fund and interest (net of bank charges) earned with respect to balances in the accounts referred to in paragraph 2 of the Agreement.

All determinations hereunder shall be in accordance with generally accepted accounting principles and subject to audit by the Funds’ independent accountants.

Except as expressly provided in the Agreement, CMISC shall not be entitled to reimbursement for out-of-pocket expenses. The Funds will promptly reimburse CMISC for any other unscheduled expenses incurred by CMISC whenever the Funds and CMISC mutually agree that such expenses are not otherwise properly borne by CMISC as part of its duties under the Agreement.

IN WITNESS THEREOF, the parties hereto have executed the foregoing Schedule A and Schedule B as of July 1, 2017.

COLUMBIA FUNDS VARIABLE SERIES TRUST II

on behalf of its series listed on Schedule A

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.

18f-3 Plan - CFVST II

AMENDED AND RESTATED

RULE 18f-3 MULTI-CLASS PLAN

Pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”), this Rule 18f-3 Multi-Class Plan (“Plan”) sets forth the methods for allocating fees and expenses among the classes of shares (“Shares”) in the investment portfolios (the “Funds”) of Columbia Funds Variable Series Trust II (the “Trust”). Among other things, this Plan identifies expenses that may be allocated to a particular class of Shares to the extent that they are actually incurred in a different amount by the class or relate to a different kind or degree of services provided to the class. In addition, this Plan sets forth the maximum distribution fees, maximum shareholder servicing fees, maximum shareholder administration fees, conversion features, exchange privileges, other shareholder services and transfer agency fees, if any, applicable or allocated to each class of Shares of the Trust.

The Trust is an open-end series investment company registered under the 1940 Act, the Shares of which are registered on Form N-1A under the Securities Act of 1933. The Trust offers multiple classes of Shares in its Funds pursuant to the provisions of Rule 18f-3 and this Plan.

Each Fund and the classes of Shares representing interests in the Fund it issues are set forth in Schedule A hereto. Schedule A shall be updated by officers of the Trust from time to time as necessary to reflect the current classes and Funds offered by the Trust.

1. Except as otherwise set forth herein or as may from time to time be specifically approved by board of trustees of the Registrant (the Trustees), all expenses of each Fund shall be allocated proportionately among the classes of such Fund pro rata based on the relative net assets of each class. Pursuant to Rule 18f-3, the Trust shall allocate to each class of Shares in a Fund any fees and expenses incurred by the Trust in connection with the distribution and/or the provision of shareholder services to holders of such class of Shares under any distribution plan, shareholder servicing plan and/or plan administration agreement (a “Distribution/Shareholder Servicing Plan”).

2. In addition, pursuant to Rule 18f-3, the Trust may allocate to a particular class of Shares the following fees and expenses, if any, but only to the extent they relate to (as defined below) the particular class of Shares:

Notwithstanding the foregoing, the Trust may not allocate advisory or custodial fees or other expenses related to the management of a Fund’s assets to a particular class, except that the Trust may cause a class to pay a different advisory fee to the extent that any difference in amount paid is the result of the application of the same performance fee provisions, if any, in the advisory contract of the Fund to the different investment performance of each class.

3. For all purposes under this Plan, fees and expenses “that relate to” a class of Shares are those fees and expenses that are actually incurred in a different amount by the class or that relate to a different kind or degree of services provided to the class. The officers of the Trust shall have the authority to determine, to the extent permitted by applicable law or regulation and/or U.S. Securities and Exchange Commission guidance, whether any or all of the fees and expenses described in paragraph 2 above should be allocated to a particular class of Shares. The Treasurer, any Deputy or Assistant Treasurer, or another appropriate officer of the Trust shall periodically or as frequently as requested by the Board report to independent Trustees regarding any such allocations.

4. For all purposes under this Plan, “Daily Dividend Fund” means any Fund that has a policy of declaring distributions of net investment income daily, including any money market fund that determines net asset value using the amortized cost method permitted by Rule 2a-7 under the 1940 Act.

5. Income and any expenses of Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the basis of the net assets of that class in relation to the net assets of the Fund, excluding the value of subscriptions receivable (the “Settled Shares Method”).

Realized and unrealized capital gains and losses of Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the basis of the net assets of that class in relation to the net assets of the Fund (the “Relative Net Assets Method”).

6. Income, realized and unrealized capital gains and losses, and any expenses of Funds that are not Daily Dividend Funds that are not allocated to a particular class of any such Fund pursuant to this Plan shall be allocated to each class of the Fund on the Relative Net Assets Method.

7. Pursuant to the shareholder service agreement, each Share class is subject to service fee up to fee set forth in the agreement. There is no transfer agency service fees for Columbia Variable Portfolio – Core Equity Fund.

8. Pursuant to the shareholder service agreement, each Share class is subject to service fee up to fee set forth in the agreement.

9. In certain cases, a Fund service provider may waive or reimburse all or a portion of the expenses of a specific class of Shares of the Fund. The applicable service provider shall report to the Board of Trustees regarding any such waivers or reimbursements, including why they are consistent with the fair and equitable treatment of shareholders of all classes.

The following summarizes the maximum initial sales charges, contingent deferred sales charges, maximum distribution fees, maximum shareholder servicing fees, maximum plan administration and/or shareholder administration fees, if any, conversion features, exchange privileges and other shareholder service fees, if any, applicable or allocated to each class of Shares of the Trust. Additional details regarding such fees and services are set forth in the relevant Fund’s (or Funds’) current prospectus(es) and statement of additional information.

1. Class  1 Shares

2. Class  2 Shares

3. Class  3 Shares

4. Class  4 Shares

The Board of Trustees of the Trust shall review this Plan, including the application of the Relative Net Assets Method and the Settled Shares Method to the Funds, as frequently as it deems necessary. Prior to any material amendment(s) to this Plan, the Board of Trustees of the Trust, including a majority of the Trustees who are not interested persons of the Trust, shall find that the Plan, as proposed to be amended (including any proposed amendments to the method of allocating class and/or Fund expenses), is in the best interests of each class of Shares of the Fund individually and the Fund as a whole. In considering whether to approve any proposed amendment(s) to the Plan, the Board of Trustees of the Trust shall request and evaluate such information as they consider reasonably necessary to evaluate the proposed amendment(s) to the Plan.

Schedule A

Effective July 1, 2017

Funds and Authorized Classes of Shares

The Funds are authorized to issue those classes of Shares representing interests in the Funds as indicated in the following table:

A-1

CODE OF ETHICS

Applicable to:

Eaton Vance Corp. Eaton

Vance Management

Boston Management and Research

Eaton Vance Investment Counsel

Eaton Vance Advisers International Ltd. Eaton

Vance Management (International) Limited Eaton

Vance Advisers (Ireland) Limited

Eaton Vance Australia Pty. Ltd. Eaton

Vance Management Canada Ltd.

Eaton Vance Management International (Asia) Pte. Ltd.

Eaton Vance Trust Company

Eaton Vance Distributors, Inc.

(each of the foregoing entities,

an “Eaton Vance Entity”

and collectively “the Eaton Vance Entities”)

and

Eaton Vance Funds

Eaton Vance Unit Investment Trusts

Effective: September 1, 2000

(as revised February 8, 2017)

TABLE OF CONTENTS

Table of Contents ¹

Overview

2

OVERVIEW ²

Applicability

Eaton Vance Personnel. You are subject to this Code of Ethics if you are an employee, officer, director, consultant or intern of any Eaton Vance Entity.

Eaton Vance Funds ³ Managed or Distributed by an Eaton Vance Entity. You are subject to this Code of Ethics if you are an “access person” (as defined in Part II below) of a Fund (as defined in Part II below) for which an Eaton Vance Entity provides day-to-day investment management or acts as principal distributor.

Eaton Vance Funds Managed by Advisers and Sub-Advisers Other Than Eaton Vance Entities. If you are an “access person” (as defined in Part II below) of a Fund (as defined in Part II below) and employed by an adviser or sub-adviser that provides the Fund with day-to-day investment management and that is not an Eaton Vance Entity (“unaffiliated adviser”), you are not subject to this Code provided that:

Material exceptions to any such unaffiliated adviser’s Code as applied to a Fund access person are required to be reported to the Fund Chief Compliance Officer promptly.

Independent Trustees of Eaton Vance Funds. Independent Fund Trustees (as defined in Part II) are access persons of the Funds. If you are an Independent Fund Trustee, you are subject to the “Overview—Governing Principles” and “General Provisions” sections of the Code and your obligations under the “Policy on Personal Securities Transactions” section of the Code are set forth in Part II, Section D.

Governing Principles

Independent Trustees of Eaton Vance Funds. If you are subject to this Code as an access person of the Fund, you have a duty at all times to place the interests of the Fund first. You are required to conduct all your personal securities transactions consistent with the letter and spirit of this Code and in such a manner as to avoid any actual or potential conflicts of interest or any abuse of your position of trust and responsibility with respect to the Funds. You are expected not only to follow the specific rules, but also the spirit of the Code.

3

In that connection, you may not engage in any activities which directly or indirectly:

Eaton Vance Personnel and Eaton Vance Funds Managed or Distributed by an Eaton Vance Entity. If you are subject to this Code as an employee, officer, director, consultant or intern of any Eaton Vance Entity you have the same duties outlined above with respect to the Fund as well as to all other Clients (as defined in part II below).

4

PART I

STANDARDS OF BUSINESS CONDUCT

If you are subject to this Code:

You are expected to comply with the following standards of business conduct:

You have a duty to promptly report any violation or apparent violation of the Code of Ethics to the Chief Compliance Officer. This duty exists whether the violation or apparent violation is yours or that of another person subject to this Code. Retaliation against individuals who report violations or apparent violations of the Code in good faith is not permitted. Violators of the Code are subject to sanctions.

Nothing in this Code restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including without limitation, the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Commodities Futures Trading Commission, the Financial Industry Regulatory Authority, the Occupational Safety and Health Administration, the U.S. Congress, any other federal, state or local governmental agency or commission, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. This Code does not limit your right to receive an award from any Regulator that provides awards for information relating to a potential violation of law. You do not need prior authorization to engage in conduct protected by this paragraph, and do not need to notify the Chief Compliance Officer that you have engaged in such conduct. You recognize and agree that, in connection with any such activity outlined above, you must inform the Regulators, your attorney, a court or a government official that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information you came to learn during the course of your employment that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege and/or attorney work product doctrine. The Eaton Vance Entities, the Eaton Vance Funds and the Eaton Vance Unit Investment Trusts do not waive any applicable privileges or the right to continue to protect privileged attorney-client information, attorney work product, and other privileged information.

5

Please take notice that federal law provides criminal and civil immunity from federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.

Fiduciary Obligations

You have a duty to act in utmost good faith with respect to each Client (as defined in Part II below), and to provide full and fair disclosure of all material facts, particularly where the interests of the Company (as defined in Part II below) may be in conflict with those of a Client. The Company has a duty to deal fairly and act in the best interests of its Clients at all times. The following fiduciary principles govern your activities and the interpretation/administration of these rules:

In connection with providing investment management services to Clients, this includes prohibiting any activity which directly or indirectly:

These rules do not identify all possible conflicts of interest, and literal compliance with each of the specific provisions of Part I and Part II of the Code of Ethics will not shield you from liability for personal trading or other conduct that is designed to circumvent its restrictions or violates a fiduciary duty to Clients.

Additional Standards of Business Conduct

If you are an employee, officer, director, consultant or intern of any Eaton Vance Entity listed on the cover page of this Code of Ethics, you are also subject to the Eaton Vance Corp. Code of Business Conduct and Ethics. Any violation of the Eaton Vance Corp. Code of Business Conduct and Ethics may also be deemed a violation of this Code of Ethics.

6

PART II

POLICY ON

PERSONAL SECURITIES TRANSACTIONS

DEFINITIONS

Company refers to each Fund and EV UIT (as defined below), and each of Eaton Vance Corp. (EVC) , Eaton Vance Management (EVM) , Boston Management and Research (BMR) , Eaton Vance Investment Counsel (EVIC) , Eaton Vance Advisers International Ltd. (EVAL) , Eaton Vance Management (International) Limited (EVMI) , Eaton Vance Advisers (Ireland) Limited (EVAI) , Eaton Vance Australia Pty. Ltd. ( EV Australia), Eaton Vance Management Canada Ltd. (EVMC) , Eaton Vance Management International (Asia) Pte. Ltd. (EVMIA) , Eaton Vance Trust Company (EVTC) and Eaton Vance Distributors, Inc. (EVD) .

Eaton Vance Entity means any of EVC, EVM, BMR, EVIC, EVAL, EVMI, EVAI, EV Australia, EVMC, EVMIA, EVTC and EVD; and together they are the Eaton Vance Entities.

Fund is each Fund that is an investment company registered under the Investment Company Act of 1940 in the Eaton Vance Fund complex. The Funds in the Eaton Vance Fund complex are either open-end funds, including open-end exchange traded managed funds (referred to as “NextShares”), or closed-end funds. EV UITs (as defined below) are not Funds in the Eaton Vance Fund complex.

Sub-advised Fund is each investment company registered under the Investment Company Act of 1940 for which EVM or BMR acts as the investment sub-adviser.

EV UIT is each investment company registered as a unit investment trust under the Investment Company Act of 1940 that is sponsored by EVD.

Client is (1) any person or entity, including a Fund or a Sub-advised Fund, for which an Eaton Vance Entity provides investment advisory services and (2) any EV UIT.

Access Person is each of the following:

7

investment counselor, investment analyst ⁴ , member of a trading department, most administrative personnel in EVIC and each investment department, and certain members of the investment operations department, separately managed account operations department, information technology department, legal department and fund administration department) or who, in connection with his or her regular functions has access to nonpublic information regarding such recommendations (including certain members of the fund administration department and information technology department);

Investment Professional is each of the following:

8

Every Investment Professional is also an Access Person.

Reporting Person is each employee of EVD or EVM who is a registered representative or registered principal of EVD.

Independent Fund Trustee is a trustee or director of a Fund who is not an “interested person” of the Fund (as determined under the Investment Company Act of 1940).

Immediate Family of any person includes his or her spouse, children, and relatives living in his or her principal residence.

Designated Broker is any one of the following broker-dealer firms:

Securities means anything that is considered a “security” under the Investment Company Act of 1940, including most kinds of investment instruments, including:

9

The term “Securities” does not include:

Shares of Funds and Sub-advised Funds that are not money market funds are Securities for the purposes of this Policy.

Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934. As used in this Policy, the term “Initial Public Offering” shall also mean a one time offering of stock to the public by the issuer of such stock which is not an initial public offering.

Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(5) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933. A Limited Offering thus includes an offering commonly referred to as a private placement, as well as a non-public offering in limited amounts available only to certain investors. A Limited Offering includes any offer to you to purchase any Securities, whether stock, debt securities, or partnership interests, from any entity, unless those Securities are registered under the Securities Act of 1933 (that is, are publicly offered/publicly traded Securities).

Large Cap Issuer is an issuer of Securities with an equity market capitalization of more than $3 billion.

Beneficial Interest with respect to Securities or a Securities account generally means an interest where you or a member of your Immediate Family, directly or indirectly, (i) have investment discretion or the ability (including joint ability or discretion) to purchase or sell Securities or direct the disposition of Securities; (ii) have voting power over Securities, or the right to direct the voting of Securities; or (iii) have a direct or indirect financial interest in Securities (or other benefit substantially equivalent to ownership of Securities). For purposes of this Policy, “beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 for purposes of reporting beneficial ownership under Section 16 of the 1934 Act, as amended.

Control means with respect to (1) an entity, the power to exercise a controlling influence over the management or policies of the entity, unless such power is solely the result of an official position with such entity, (2) an account, having investment discretion over the account and (3) an issuer (including a Fund, a Sub-advised Fund or an EV UIT), a Beneficial Interest in more than 25% of the voting securities of the issuer.

10

Chief Legal Officer, Chief Compliance Officer, Treasurer, Compliance Manager, Senior Compliance Administrator, Compliance Attorney, Investment Compliance Officer and Treasury Manager mean the persons identified as such in the Procedures. Questions or comments regarding the Code may be emailed to codeofethics@eatonvance.com .

Procedures means the Procedures for Policy on Personal Securities Transactions attached to this Code as Appendix 1.

A. Applicability of the Policy

1. Who is Covered. One or more parts of this Policy apply to Company officers, employees, consultants and interns. Certain parts apply only to Access Persons, Independent Fund Trustees, Investment Professionals, or Reporting Persons. The Company will notify you if you are in one of these categories.

This Policy covers not only your personal Securities transactions, but also those of your Immediate Family (your spouse, children, and relatives living in your principal residence).

2. What Accounts are Covered. Unless the Compliance Manager or Compliance Attorney determines otherwise based on your specific facts and circumstances, this Policy applies to Securities holdings and transactions: (i) in all accounts in which you or members of your Immediate Family have a direct or indirect Beneficial Interest; and/or (ii) in all accounts that are directly or indirectly under your Control or the Control of a member of your Immediate Family. ⁵

Accounts that are normally covered by this Policy include accounts that are:

11

3. When You Must Use a Designated Broker. All Securities accounts of (a) Reporting Persons or Access Persons (other than Access Persons who are Independent Fund Trustees) must be maintained with one or more Designated Brokers, unless the account:

Persons who become Reporting Persons or Access Persons must initiate movement of existing accounts to one or more Designated Brokers within thirty (30) calendar days of the Company notifying them of their status as a Reporting Person or Access Person. ⁶

B. Rules Applicable to All Employees ⁷

If you are a Company officer, employee, consultant or intern, you are subject to the following rules.

1. Pre-clearance: EVC Securities. You must pre-clear all purchases, sales or other transactions involving EVC Securities that are publicly traded with the Treasurer or Treasury Manager, except that you do not have to pre-clear (1) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (2)  bona fide gifts of such EVC Securities that you receive, or (3) automatic, non-voluntary transactions involving such EVC Securities, such as stock dividends, stock splits, or automatic dividend reinvestments, or certain non-voluntary transactions initiated by a broker, dealer or bank with respect to such EVC Securities deposited in a margin account. NOTE: The purchase or sale of publicly traded options on Eaton Vance Securities is prohibited.

⁷ Reminder: When this Policy refers to “you” or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect Beneficial Interest. See section A, “Applicability of the Policy,” above. The procedure for obtaining pre-clearance is explained in the Procedures.

12

There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of earnings information. Normally you will be notified of these blackout periods.

2. Pre-clearance: Eaton Vance Closed-End Funds. You must pre-clear all purchases and sales of shares of Eaton Vance closed-end Funds. You may obtain a list of all of Eaton Vance closed-end Funds at http://funds.eatonvance.com/All-Closed-end-funds.php .

3. Reporting Requirements. You must ensure that the broker-dealer you use sends to the Senior Compliance Administrator copies of confirmations of all purchases and sales of EVC Securities that are publicly traded and shares of Eaton Vance closed-end Funds that you were required to pre-clear. If you are an Access Person required to file reports of personal Securities transactions, these purchases and sales must be included in your reports.

4. Prohibited Transactions. You are prohibited from purchasing or selling any security, either personally or for any Client, while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 3 to the Code of Ethics, Eaton Vance Policies and Procedures in Prevention of Insider Trading.

5. Transactions in Shares of Funds and Sub-advised Funds and Units of EV UITs. You must comply with all prospectus restrictions and limitations on purchases, sales or exchanges of Fund or Sub-advised Fund shares or EV UIT units when you purchase, sell or exchange such shares or units.

C. Rules Applicable to Access Persons ⁸

If you are an Access Person, you are subject to the following rules, in addition to the “Rules Applicable to All Employees” in section B above, provided that Access Persons who are Independent Fund Trustees are only subject to the Access Person rules in section D of this Part II.

1. Pre-Clearance: All Securities . You must pre-clear all purchases and sales of Securities, except that you do not have to pre-clear:

13

14

The exemptions from pre-clearance in clauses (1) through (6) above do not apply to trading in any Security that is placed on a restricted list pursuant to the Eaton Vance Policies and Procedures in Prevention of Insider Trading. Further, the Chief Compliance Officer may suspend your ability to rely on the exemptions from pre-clearance in clauses (1) through (10) if he or she concludes that you have engaged in excessive personal trading or that pre-clearance by you is otherwise warranted.

You are responsible for determining if an issuer is a Large Cap Issuer; you may consult an appropriate Internet website for this purpose, such as Yahoo: Finance. Remember that you must always pre-clear all transactions (i.e. purchases, sales and gifts) in EVC Securities that are publicly traded and shares of a Fund that is an Eaton Vance closed-end Fund even if EVC or the Fund, as applicable, is a Large Cap Issuer. See section B.1, “Pre-Clearance: EVC Securities” and section B.2, “Pre-Clearance: Eaton Vance Closed-End Funds” above. Investment Professionals have additional pre-clearance obligations. See section F, “Additional Rules Applicable to Investment Professionals and Certain Other Persons,” below.

You will not receive pre-clearance of a transaction for any Security at a time when the Chief Compliance Officer or Chief Legal Officer believes circumstances warrant prohibiting a transaction in a particular Security. This may include when there is a pending buy or sell order for the same Security for a client. Remember that the term “Security” is broadly defined. For example, an option on a Security is itself a Security, and the purchase, sale and exercise of the option is subject to pre-clearance. A pre-clearance approval normally is valid only during the day on which it is given. Pre-clearance procedures are set forth in the Procedures.

2. Holding Period: Eaton Vance Closed-End Funds. Pursuant to federal securities laws, trustees, directors and officers of closed-end Funds, and certain Access Persons involved in managing such Funds may not benefit from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months or each other, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Senior Compliance Administrator will notify you and assist you in filing these Forms, and you will not receive pre-clearance for any purchase or sale that would violate the six-month restriction. Therefore, if you are in this category, you should expect to hold the shares you purchase for at least six (6) months.

3. Prohibited and Restricted Transactions. The following transactions are either prohibited without prior approval, or are discouraged, as indicated. The procedures for obtaining approval are in the Procedures.

a. Initial Public Offering of an EV UIT . From the time that the final investment portfolio to be disclosed in the registration statement of an EV UIT (referred to as the Final Investment Portfolio) is disseminated internally to personnel of EVD (and its affiliates) by the Director of UIT Product Development or his designee in connection with the Initial Public Offering of that EV UIT (referred to as the Dissemination Date) until the first (1st) day of the Initial Public Offering period of that EV UIT, no Access Person may purchase or sell any Security in the Final Investment Portfolio in his or her personal Securities account.

15

b. Initial Public Offerings . You may not purchase or otherwise acquire any Security in an Initial Public Offering. You may apply to the Chief Compliance Officer and the Investment Compliance Officer for prior written approval to purchase or acquire a Security in an Initial Public Offering, but approval will be granted only in rare cases that involve extraordinary circumstances. Accordingly, the Company discourages such applications. You might be given approval to purchase a Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form.

c. Limited Offerings . You may not purchase or otherwise acquire any Security in a Limited Offering, except with the prior approval from the Chief Compliance Officer and the Investment Compliance Officer. (Remember that a Limited Offering, as defined, includes virtually any Security that is not a publicly traded/listed Security.) Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Limited Offering is appropriate for purchase by a Client, or when your participation in the Limited Offering is suggested by a person who has a business relationship with any Company or expects to establish such a relationship). Examples where approval might be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a closely held corporation or partnership started by a family member or friend.

d. Short Sales . You may not sell short any Security, except that you may (i) sell short a Security if you own at least the same amount of the Security you sell short (selling short “against the box”) and (ii) sell short U.S. Treasury futures and stock index futures based on the S&P 500 or other broad based stock indexes. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

e. Naked Options . You may not engage in option transactions with respect to any Security, except that (i) you may purchase a put option or sell a call option on Securities that you own and, (ii) in order to close such a transaction, you may sell a put option or purchase a call option on Securities that you own. You may not engage in the purchase or sale of publicly-traded options on shares of EVC Securities. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

f. Short-term Trading . You are strongly discouraged from engaging in excessive short-term trading of Securities. The purchase and sale, or sale and purchase, of the same or equivalent Securities within sixty (60) calendar days are generally regarded as short-term trading. Such transactions are subject to pre-clearance.

4. Prohibited Transactions:

a. Designated Issuers . If you are an Access Person who:

16

you may not purchase or sell any Security issued by such Designated Issuer until the ethical wall concerning such Designated Issuer has been lifted in accordance with the Ethical Wall Policy.

b. Equity Department and EVIC . If you are an Access Person in the equity department or EVIC, you may not purchase or sell any Security until the seventh (7th) calendar day after any (a) Analyst Select Portfolio purchase or sale activity regarding that Security (whether an addition, increased position, deletion, decreased position), (b) addition or deletion of such Security from the Counselors Focus Portfolio, or (c) change in the WPP of that Security on Code Red in an amount to be determined from time to time by the Chief Equity Investment Officer of EVM, ¹¹ in each case to provide sufficient time for Client transactions in that Security before personal transactions in that Security. In addition, the Chief Compliance Officer may require other Access Persons with access to any of the Analyst Select Portfolio, Counselors Focus Portfolio, Equity Department research on Code Red or other investment department research to adhere to the restrictions in this paragraph upon written notice to such Access Person by the Chief Compliance Officer or his designee.

In addition, Access Persons that are traders in the equity department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $50,000.

c. Investment Operations Department – Separately Managed Accounts . If you are an Access Person in the investment operations department, you may not purchase or sell any Security from the day of any communication or notice (verbal or written) of a pending program trade until the second (2nd) business day after execution of that pending program trade by all participating separately managed accounts.

d. Investment Operations Department – NextShares Basket Creation . ¹¹ If you are an Access Person (a) in the investment operations department who, in connection with your regular functions or duties, participates in the creation of the daily basket for any NextShares or (b) in the information technology department who, in connection with your regular functions or duties, has access to the systems used in the creation of the daily basket for any NextShares, you may not purchase or sell any Security that is bought or sold by a NextShares to convert a given day’s (the “Subject Date’s”) basket constituents to the desired portfolio composition until the second (2 ^nd ) business day following the Subject Date.

17

5. Investment Clubs. You may not be a member of an investment club that trades in and owns Securities in which members have an interest. Such an investment club is regarded by this Policy as your personal account, and it is usually impracticable for you to comply with the rules of this Policy, such as pre-clearance of transactions, with respect to that investment club. If you were a member of an investment club and a Company employee on September 1, 2000, you may either (i) resign from the club by January 31, 2001 or promptly upon becoming an Access Person, and until your resignation is effective you may not influence or Control the investment decisions of the club, or (ii) you may continue as a member, but only if the club is regarded as your personal account and you (and the club) meet all of the requirements of this Policy with respect to every securities transaction by the club, including pre-clearance, prohibited and restricted transaction, and reporting requirements.

6. Reporting Requirements ¹² . You are required to provide the following reports of your Security holdings and transactions to the Senior Compliance Administrator. Please refer to the Procedures for reporting procedures and forms.

a. Initial Report of Holdings . Within ten (10) calendar days after you become an Access Person, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held as of a date not more than forty-five (45) calendar days before you became an Access Person. Your report must also include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

b. Annual Report of Holdings . After January 1 and before January 31st of each year, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, current within forty-five (45) calendar days before the report is submitted, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held. Your report must include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

c. Quarterly Transaction Report . Within thirty (30) calendar days after the end of each calendar quarter, you must submit to the Senior Compliance Administrator a report of your transactions in Securities during that quarter, including the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected. If you established an account with a broker, dealer or bank in which any Security was held during that quarter, (i) the broker, dealer or bank must be a Designated Broker and (ii) you must state the name of the broker, dealer or bank and the date you established the account on your report. The report must state the date on which you submit it to the Senior Compliance Administrator.

18

You do not have to submit a quarterly transaction report if (i) copies of all of your transaction confirmations and account statements are provided to the Senior Compliance Administrator for that quarter (see paragraph 7, “Confirmations of Transactions and Account Statements,” below), or (ii) all of the information required in such report is, on a current basis, already in the records of the Company (as, for example, in the case of transactions in EVC Securities through the EVC employee stock purchase plan or by the exercise of stock options).

7. Confirmations of Transactions and Account Statements. You must ensure that each broker, dealer or bank with which you maintain an account send to the Senior Compliance Administrator, as soon as practicable, copies of all confirmations of your Securities transactions and of all monthly, quarterly and annual account statements. See section A.2., “Applicability of the Policy – What Accounts are Covered,” above.

This requirement does not apply to Securities transactions involving shares of a Fund where EVD acts as your broker.

If you certify to the Compliance Assistance that the Senior Compliance Administrator has received all of your confirmations and account statements by the date your quarterly transaction report is due, and if those confirmations and statements contain all of the information required in your quarterly transaction report, you do not have to submit that report.

D. Rules Applicable to Access Persons Who Are Independent Fund Trustees

If you are an Access Persons who is an Independent Fund Trustee, you are subject to the following rules:

1. Prohibited Transactions. You are prohibited from purchasing or selling any security while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 2 to the Code of Ethics, Eaton Vance Funds Policies and Procedures in Prevention of Insider Trading.

2. Reporting. As an Independent Fund Trustee you are generally exempt from the reporting requirements applicable to Access Persons (see section C.6.). However, if you knew or, in the ordinary course of fulfilling your official duties as a trustee, should have known that during the fifteen (15) day period immediately before or after your transaction in a Security, the Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security, you must file a quarterly transaction report with the Fund Chief Compliance Officer within thirty (30) calendar days after the end of such calendar quarter. The report must include the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected. The report also must state the date on which you submit it to the Fund Chief Compliance Officer.

19

3. Holding Period: Eaton Vance Closed-End Funds. Pursuant to federal securities laws, trustees of closed-end Funds may not benefit from purchasing and selling, or selling and purchasing, shares of a closed-end Fund within six (6) months of each other. Trustees must file SEC Forms 4 regarding their transactions in shares of the closed-end Funds. If you are in this category, the Fund Chief Compliance Officer (or his designee) will notify you and assist you in filing these Forms. Therefore, you should expect to hold the closed-end Fund shares you purchase for at least six (6) months.

E. Rules Applicable to Reporting Persons ¹³

In addition to the “Rules Applicable to All Employees” and “Rules Applicable to Access Persons” in sections B and C above, if you are a Reporting Person, you are required to submit a written notice to the Senior Compliance Administrator prior to establishing any new Securities account covered by the Policy or placing an order for the purchase or sale of any Security with any broker, dealer or bank. The notice must identify the broker, dealer or bank (which must be a Designated Broker) on such account. Please refer to the Procedures for reporting procedures and forms.

F. Additional Rules Applicable to Investment Professionals and Certain Other Persons ¹⁴

If you are an Investment Professional, or a member of a portfolio management team in the case of section F.3 below, you may be subject to the following rules, in addition to the “Rules Applicable to Access Persons” in section C above. Before engaging in any personal Securities transactions, please review those rules, which include pre-clearance and reporting requirements, as well as restricted transactions.

The following rules relate to the requirement that transactions for Clients whose portfolios you manage, or for whom you make recommendations, take precedence over your personal Securities transactions, and therefore Clients must be given the opportunity to trade before you do so for yourself. In addition, it is imperative to avoid conflicts, or the appearance of conflicts, with Clients’ interests. While the following Securities transactions are subject to pre-clearance procedures, you are responsible for avoiding all prohibited transactions described below, and you may not rely upon the pre-clearance procedures to prevent you from violating these rules.

1. Prohibited Transactions: All Investment Professionals. You may not cause or recommend a Client to take action for your personal benefit. Thus, for example, you may not trade in or recommend a security for a Client in order to support or enhance the price of a security in your personal account, or “front run” a Client.

20

2. Prohibited Transactions: EV UITs. If you are an Investment Professional who is responsible for identifying the securities that will comprise the investment portfolio for an EV UIT, you must promptly disclose to the Investment Compliance Officer if you have purchased any Security that is included in the Final Investment Portfolio for that EV UIT within the seven (7) calendar days preceding the Dissemination Date of that Final Investment Portfolio. Depending upon the circumstances, there may be no impact on your prior purchase, or you may be required to sell that Security before it is purchased for the EV UIT, or you may have to pay to the EV UIT’s account the difference between your and the EV UIT’s purchase price for the Security, if your price was lower.

3. Prohibited Transactions: Portfolio Managers, Members of Portfolio Management Teams, Investment Counselors, et al. For each of the prohibited transactions listed below in this section F.3, you are deemed to “manage” and/or be part of the “portfolio management team” for each Client account (other than any EV UIT) for which (i) you are a named portfolio manager or investment counselor or (ii) you have regular access to nonpublic information regarding the actual purchase or sale of Securities for the account prior to the placement of an order to purchase or sell such Securities with the relevant trading personnel for execution. You are deemed to have such regular access to nonpublic information regarding the actual purchase or sale of Securities for a Client account if you have the authority to: (x) complete trade tickets (or other documentation) required in order to place an order to purchase or sell Securities for the account with the relevant trading personnel for execution; (y) place such an order for the account with the relevant trading personnel for execution; or (z) review such trade tickets (or other documentation) prior to submission to the relevant trading personnel for execution, in each case whether in hard copy or by electronic means. ¹⁵

a. Personal Trades in Same Direction as Client . If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not purchase any Security for your personal account until one (1) calendar day after you have purchased that Security for any Client account that you manage. You may not sell any Security for your personal account until one (1) calendar day after you have sold that Security for any Client account that you manage.

b. Personal Trades in Opposite Direction as Client: Seven-Day Blackout . If you are a portfolio manager, an investment counselor or a member of a portfolio management team, you may not sell any Security for your personal account until the eighth (8 ^th ) calendar day after you have purchased that Security for any Client account that you manage. You may not purchase any Security for your personal account until the eighth (8th) calendar day after you have sold that Security for any Client account that you manage.

21

c. Trading Before a Client .

(i) If you are a portfolio manager or an investment counselor, before you place an order to purchase a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have purchased that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, there may be no impact on your prior purchase, or you may be required to sell that Security before it is purchased for the Client, or you may have to pay to the Client’s account the difference between your and the Client’s purchase price for the Security, if your price was lower.

(ii) If you are a portfolio manager or an investment counselor, before you place an order to sell a Security for a Client account that you manage, you must disclose to the Investment Compliance Officer if you have sold that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, you may or may not be required to pay to the Client’s account the difference between your and the Client’s sales price for the Security, if your price was higher.

(iii) As a member of a portfolio management team, if you enter into a Security transaction for your personal account of a type described in section F.3.c(i) or (ii) you must disclose such transactions to the Investment Compliance Officer (to the extent you have actual knowledge of the transaction for the Client account). Depending upon the circumstances, you may or may not be subject to the relevant requirements described in such sections.

d. General Prohibition . Because your responsibility is to put your Client’s interests ahead of your own, if you are a portfolio manager, an investment counselor or a member of a portfolio management team you may not delay taking appropriate action for a Client account that you manage in order to avoid potential adverse consequences in your personal account.

4. Prohibited Transactions: Investment Analysts. If you are an investment analyst, before you purchase or sell a Security, Clients must be afforded the opportunity to act upon your recommendations regarding such Security. You may not purchase or sell any Security for which you have coverage responsibility unless either (i) you have first broadly communicated throughout the relevant investment group your research conclusion regarding that Security (through an Analyst Select Portfolio recommendation or Security rating, including ratings communicated through Code Red or other research system) and afforded suitable Clients sufficient time to act upon your recommendation (as set forth in 4(a) and 4(b) below), or (ii) you have first determined, with the prior concurrence of the Investment Compliance Officer, that investment in that Security is not suitable for any Client. If your research conclusions are not communicated through an Analyst Select Portfolio recommendation or Security rating, before you purchase or sell a Security for which you have coverage responsibility, you must first obtain the approval of the Investment Compliance Officer.

22

a. Personal Trades Consistent with New or Changed Recommendations or Ratings . If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the third (3rd) business day after you have broadly communicated a new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, and then only if your transaction is consistent with your recommendation or rating.

b. Personal Trades Inconsistent with New or Changed Recommendations or Ratings . If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the tenth (10th ) calendar day after you have broadly communicated your new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, if your transaction is inconsistent with your recommendation or rating. You must pre-clear any such transaction and disclose to the Investment Compliance Officer the reasons you desire to make a trade inconsistent with your recommendation or rating.

c. Trading before Communicating a Recommendation or Rating . If you are an investment analyst who is in the process of making a new or changed recommendation or rating for a Security for which you have coverage responsibility, but you have not yet broadly communicated your research conclusions and recommendations or ratings for such Security to the Investment Professionals in the relevant department, you are prohibited from trading in that Security.

5. Required Disclosures: Investment Analysts. If you are an investment analyst, before you make a recommendation that a Security be purchased, sold or held by a Client, you must disclose to the Investment Compliance Officer and to any Investment Professionals to whom you make the recommendation any direct or indirect Beneficial Interest you may have in that Security.

23

GENERAL PROVISIONS

1. Maintenance of List of Access Persons and Investment Professionals: Notification. The Senior Compliance Administrator shall maintain a list of all Access Persons and Investment Professionals, shall notify each of his or her status, and shall ensure that each has received a copy of the Code of Ethics.

2. Review of Securities Reports. The Chief Compliance Officer shall ensure that all Initial and Annual Reports of Securities Holdings and Quarterly Transaction Reports, together with all Securities Transaction Confirmations and Account Statements received by the Senior Compliance Administrator, will be reviewed in accordance with the attached Procedures.

3. Certifications by Employees. Each employee of an Eaton Vance Entity must certify at the time of hire and annually thereafter (within the timeframes established from time to time by the legal department) that he or she has read and understood the Code of Ethics and has complied and will comply with its provisions. In addition upon any revision to this Code of Ethics, each employee of an Eaton Vance Entity must certify that he or she has read the Code, as revised, and understands and will comply with its provisions.

4. Fund Board Approval. The Board of Trustees of each Fund, including a majority of the Independent Fund Trustees, has approved this Code of Ethics and must approve any material change hereto within six months after such change is adopted. EVD has approved the Code of Ethics on behalf of the EV UITs and must approve any material change hereto within six months after such change is adopted.

5. Annual Report to Fund Board. At least annually (i) each of EVM, BMR and EVD shall submit to the Board of Trustees of each Fund and (ii) EVM shall submit to each Sub-advised Fund for consideration a written report that (a) describes any issues arising under the Code of Ethics or the Procedures since the last report the Board, including information about material violations of the Code of Ethics or the Procedures and the sanctions imposed in response to material violations, and (b) certifies that each such Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

6. Recordkeeping Requirements. On behalf of each Company, EVC shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the Securities and Exchange Commission (“SEC”) or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

24

7. Confidentiality. All reports and other documents and information supplied by any employee of a Company or Access Person in accordance with the requirements of this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and in the Procedures, by senior management of EVC, by representatives of the SEC, or otherwise as required by law, regulation, or court order.

8. Interpretations. If you have any questions regarding the meaning or interpretation of the provisions of this Code of Ethics, please consult with the Compliance Attorney.

9. Violations and Sanctions. Any employee of a Company who violates any provision of this Code of Ethics shall be subject to sanction, including but not limited to censure, a ban on personal Securities trading, disgorgement of any profit or taking of any loss, fines, and suspension or termination of employment. Each sanction shall be recommended by the Compliance Officer in consultation with the Chief Compliance Officer and approved by the Chief Legal Officer or Management Committee of EVC. In the event the Chief Compliance Officer violates any provisions of this Code of Ethics, the Chief Legal Officer shall recommend the sanction to be imposed for approval by the Management Committee of EVC.

If the Chief Compliance Officer believes that any Fund trustee who is not an employee of a Company has violated any provision of the Policy, he or she shall so advise the trustees of the Fund, providing full particulars. The Fund trustees, in consultation with counsel to the Fund and/or counsel to the Independent Fund Trustees, shall determine whether a material violation has occurred and may impose such sanctions as they deem appropriate.

In adopting and approving this Code of Ethics, the Company and the Fund Boards of Trustees do not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 17j-1 under the Investment Company Act or Rule 204A-1 of the Investment Advisers Act.

25

Effective March 1, 2017

CODE OF ETHICS AND CONDUCT

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES