0001193125-12-250387 Sample Contracts

FORM OF INVESTMENT MANAGEMENT SERVICES AGREEMENT
Form of Investment Management Services Agreement • May 29th, 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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FORM OF PLAN ADMINISTRATION SERVICES AGREEMENT
Form of Plan Administration Services Agreement • May 29th, 2012 • 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”).

FORM OF PLAN OF DISTRIBUTION AND AGREEMENT OF DISTRIBUTION
Distribution And • May 29th, 2012 • Columbia Funds Series Trust II • Minnesota

The Plan of Distribution (“Plan”) and the Agreement of Distribution (“Agreement”) effective November 7, 2008 (together “Plan and Agreement”), is by and between Columbia Management Investment Distributors, Inc. (“Columbia Management Investment Distributors” or the “Distributor”), a Delaware corporation, principal underwriter of Columbia Funds Series Trust II (“Registrant”) pursuant to a separate distribution agreement (“Distribution Agreement”), for distribution services to the Funds (each a “fund” and collectively the “funds”), and the Registrant and share classes, listed in Schedule which may be separately amended from time to time to reflect the addition of each new Fund and Shares. The terms “Fund” or “Funds” are used to refer to either the Registrants or the underlying series as context requires.

FORM OF ADMINISTRATIVE SERVICES AGREEMENT
Form of Administrative Services Agreement • May 29th, 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.

FORM OF TRANSFER AND DIVIDEND DISBURSING AGENT AGREEMENT
Form of Transfer and Dividend Disbursing Agent Agreement • May 29th, 2012 • Columbia Funds Series Trust II • Massachusetts

This agreement (the “Agreement”) is made as of September 7, 2010, 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”).

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • May 29th, 2012 • Columbia Funds Series Trust II • Massachusetts

THIS AGREEMENT is made as of September 7, 2010, 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 as applicable and effective as of the date listed in Schedule I, as it may be separately amended from time to tim

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