0001193125-12-077992 Sample Contracts

ADMINISTRATIVE SERVICES AGREEMENT AMENDED AND RESTATED
Administrative Services Agreement • February 24th, 2012 • Columbia Funds Series Trust II • Massachusetts

This Administrative Services Agreement (“Agreement”), dated as of January 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, 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 the underlying series as context requires.

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COLUMBIA FUNDS SERIES TRUST II AMENDMENT NO. 6 TO THE AGREEMENT AND DECLARATION OF TRUST
Columbia Funds Series Trust II • February 24th, 2012

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.

INVESTMENT MANAGEMENT SERVICES AGREEMENT AMENDED AND RESTATED
Investment Management Services Agreement • February 24th, 2012 • 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).

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