0001193125-11-323273 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • November 29th, 2011 • Columbia Funds Series Trust II • Massachusetts

Agreement made as of the 23rd day of September, 2011 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Dimensional Fund Advisors, L.P., a Delaware limited partnership (“Subadviser”).

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

This agreement (the “Agreement”) is made as of September 7, 2010, amended and restated August 12, 2011, by and between the trust or the corporation 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”).

DISTRIBUTION AGREEMENT AMENDED AND RESTATED
Distribution Agreement • November 29th, 2011 • Columbia Funds Series Trust II • Massachusetts

THIS AGREEMENT is made as of September 7, 2010, amended and restated August 12, 2011, by and between each trust (each such trust and corporation being hereinafter referred to as a “Trust” and each series of a Trust, if any, as listed on Schedule I, if any, being hereinafter referred to as a “Fund” with respect to that Trust, but for any Trust that does not have any separate series, then any reference to the “Fund” is a reference to that Trust, as relevant), and Columbia Management Investment Distributors, Inc., a Delaware corporation (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio of the Trust established in the future shall automatically become a “Fund” for all purposes hereunder and shares of each new class established in the future shall automatically become “Shares” for all purposes hereunder as if set forth on Schedule I. For the avoidance of doubt, the provisions of this Agreement shall apply s

PLAN OF DISTRIBUTION AND AMENDED AND RESTATED AGREEMENT OF DISTRIBUTION
Plan of Distribution And • November 29th, 2011 • Columbia Funds Series Trust II • Minnesota

For Class A and Class W shares, the fee shall be paid to the Distributor in cash within five (5) business days after the last day of each month.

PLAN ADMINISTRATION SERVICES AGREEMENT AMENDED AND RESTATED
Plan Administration Services Agreement • November 29th, 2011 • Columbia Funds Series Trust II • Massachusetts

PLAN ADMINISTRATION SERVICES AGREEMENT (“Agreement”) dated as of December 1, 2006, amended and restated August 12, 2011, by and among Columbia Management Investment Services Corp. a Minnesota corporation (“CMIS”), and Columbia Funds Series Trust II (“Trust”) identified on Exhibit A hereto, acting separately on behalf of each series thereof identified from time to time on Exhibit A hereto (each a “Fund” and collectively the “Funds”).

SUBADVISORY AGREEMENT
Subadvisory Agreement • November 29th, 2011 • Columbia Funds Series Trust II • Minnesota

Agreement (the “Agreement”) made as of the 15th day of September, 2011 by and between Columbia Management Investment Advisers, LLC, a Minnesota limited liability company (“Investment Manager”), and Mondrian Investment Partners Limited, a limited company organized under the laws of England and Wales (“Subadviser”).

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