0001193125-12-457810 Sample Contracts

FORM OF PLAN ADMINISTRATION SERVICES AGREEMENT AMENDED AND RESTATED
Form of Plan Administration Services Agreement • November 7th, 2012 • Columbia Funds Series Trust II • Massachusetts

PLAN ADMINISTRATION SERVICES AGREEMENT (“Agreement”) dated as of December 1, 2006, amended and restated September 13, 2012, by and among Columbia Management Investment Services Corp. a Minnesota corporation (“CMIS”), and Columbia Funds Series Trust II (“Trust”) on behalf of its separate underlying series listed on Exhibit A and as applicable and effective as of the date listed in Exhibit A, as it may be separately amended from time to time. The terms “Fund” or “Funds” are used to refer to either the Trust or its underlying series, as context requires.

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FORM OF PLAN OF DISTRIBUTION AND AGREEMENT OF DISTRIBUTION
Distribution And • November 7th, 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 FEE WAIVER AND EXPENSE CAP AGREEMENT
Waiver and Expense Cap Agreement • November 7th, 2012 • Columbia Funds Series Trust II

THIS AGREEMENT is made as of this 12th day of April, 2012 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).

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