0000950123-11-070352 Sample Contracts

TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT AMENDED AND RESTATED
Transfer and Dividend Disbursing Agent Agreement • July 29th, 2011 • Columbia Funds Series Trust II • Massachusetts

This agreement (the “Agreement”) is made as of September 7, 2010, amended and restated June 3, 2011, by and between the trusts or corporations acting on behalf of their 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 such trusts or corporations) (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust), and Columbia Management Investment Services Corp., a Minnesota corporation (“CMISC”).

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FEE WAIVER AND EXPENSE CAP AGREEMENT
Fee Waiver and Expense Cap Agreement • July 29th, 2011 • Columbia Funds Series Trust II

THIS AGREEMENT is made as of this 2nd day of May, 2011 by and among each of the investment companies (each a Registrant), on behalf of its underlying series funds, as listed in Schedule A (the term “Fund” is used to refer to either the Registrant or the series, as the context requires), and each of Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (CMIA), Columbia Management Investment Distributors, Inc., a Delaware corporation (CMID), and Columbia Management Investment Services Corp., a Minnesota corporation (CMISC) (CMIA, CMID, and CMISC, collectively referred to as the Service Providers).

ADMINISTRATIVE SERVICES AGREEMENT AMENDED AND RESTATED
Administrative Services Agreement • July 29th, 2011 • Columbia Funds Series Trust II • Massachusetts

This Administrative Services Agreement (“Agreement”), dated as of January 1, 2011, amended and restated July 1, 2011, is by and between Columbia Management Investment Advisers, LLC (“Administrator”), a Minnesota limited liability company, and the registered investment companies listed in Schedule A (each a “Registrant”), each on behalf of its separate underlying series, as applicable, listed in Schedule A. The terms “Fund” or “Funds” are used to refer to either the Registrant or the underlying series as context requires.

INVESTMENT MANAGEMENT SERVICES AGREEMENT AMENDED AND RESTATED
Investment Management Services Agreement • July 29th, 2011 • Columbia Funds Series Trust II • Massachusetts

This Agreement, dated as of September 22, 2010, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company, and Columbia Funds Series Trust II (the “Registrant”), on behalf of its separate underlying series listed on Schedule A and as applicable and effective as of the date listed in Schedule A, as it may be separately amended from time to time. The terms “Fund” or “Funds” are used to refer to either the Registrant or its underlying series, as context requires).

COLUMBIA FUNDS SERIES TRUST II AMENDMENT NO. 5 TO THE AGREEMENT AND DECLARATION OF TRUST
Columbia Funds Series Trust II • July 29th, 2011

WHEREAS, Section 5 of Article III of the Agreement and Declaration of Trust (the “Declaration of Trust”) of Columbia Funds Series Trust II (the “Trust”), dated January 20, 2006, as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of the Trust to amend the Declaration of Trust to create one or more Series or classes of Shares without authorization by vote of the Shareholders of the Trust.

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