0001193125-17-239903 Sample Contracts

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of COLUMBIA ETF TRUST II A Delaware Statutory Trust (October 19, 2016)
Agreement and Declaration of Trust • July 28th, 2017 • Columbia ETF Trust II • Delaware

THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made as of this 19th day of October, 2016, by the Trustees hereunder, and by the holders of Shares to be issued by Columbia ETF Trust II (formerly, EGA Emerging Global Shares Trust) (the “Trust”) hereunder as hereinafter provided.

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INVESTMENT MANAGEMENT SERVICES AGREEMENT
Investment Management Services Agreement • July 28th, 2017 • Columbia ETF Trust II • Massachusetts

This Agreement, dated as of September 1, 2016, is by and between Columbia Management Investment Advisers, LLC (the “Investment Manager”), a Minnesota limited liability company and EGA Emerging Global Shares Trust (the “Trust”), a Delaware statutory trust, on behalf of its series listed in Schedule A. The terms “Fund” and “Funds” are used to refer to either the Trust or its underlying series, as context requires.

DISTRIBUTION AGREEMENT
Distribution Agreement • July 28th, 2017 • Columbia ETF Trust II • Colorado

THIS AGREEMENT is made as of September 14, 2016, between EGA Emerging Global Shares Trust, a Delaware statutory trust, and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • July 28th, 2017 • Columbia ETF Trust II

THIS AGREEMENT, dated as of September 1, 2016, by and between EG Shares India Consumer Mauritius, a private Category 1 Global Business Company organized under the laws of Mauritius and licensed as a Collective Investment Scheme (the “Fund”), on behalf of EGShares India Consumer ETF (the “EGShares India Consumer Portfolio”), a series of the Trust, as defined below, and Columbia Management Investment Advisers, LLC, a limited liability company organized in Minnesota in the United States of America and registered as an investment adviser under the Investment Advisers Act of 1940, as amended, under the laws of the United States of America (the “Adviser”).

Amendment No. 1 to Distribution Agreement
Distribution Agreement • July 28th, 2017 • Columbia ETF Trust II

This Amendment No. 1, dated as of October 19, 2016, to the Distribution Agreement (this “Amendment”) is entered into by and between EGA Emerging Global Shares Trust (now known as Columbia ETF Trust II), a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“ALPS”).

ETF Trust II (EGA) – IMS Agreement Schedule
Ims Agreement • July 28th, 2017 • Columbia ETF Trust II
FEE WAIVER AGREEMENT EGA Emerging Global Shares Trust
Fee Waiver Agreement • July 28th, 2017 • Columbia ETF Trust II • Massachusetts
COLUMBIA ETF TRUST II AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Third Amended and Restated Agreement and Declaration of Trust • July 28th, 2017 • Columbia ETF Trust II

WHEREAS, Section 6 of Article III of the Third Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) of Columbia ETF Trust II (the “Trust”), dated October 19, 2016, as amended from time to time, authorizes the Trustees of the Trust to amend the Declaration of Trust to change the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust.

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