0000950130-10-001346 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT COLUMBIA FUNDS SERIES TRUST
Investment Sub-Advisory Agreement • May 28th, 2010 • Columbia Funds Series Trust • Delaware

THIS AGREEMENT is made as of May 1, 2010, by and among COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (formerly, RiverSource Investments, LLC), a Minnesota limited liability company (the “Adviser”), MARSICO CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Sub-Adviser”), and COLUMBIA FUNDS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of those series of the Trust now or hereafter identified on Schedule I (each, a “Fund” and collectively, the “Funds”).

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INVESTMENT SUB-ADVISORY AGREEMENT COLUMBIA FUNDS SERIES TRUST
Investment Sub-Advisory Agreement • May 28th, 2010 • Columbia Funds Series Trust • Delaware

THIS AGREEMENT is made as of May 1, 2010, by and between COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC (formerly, RiverSource Investments, LLC), a Minnesota limited liability company (the “Adviser”), MACKAY SHIELDS LLC, a Delaware limited liability company (the “Sub-Adviser”), and COLUMBIA FUNDS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of those series of the Trust now or hereafter identified on Schedule I (each a “Fund” and collectively, the “Funds”).

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • May 28th, 2010 • Columbia Funds Series Trust • Massachusetts

This Administrative Services Agreement (“Agreement”), dated as of May 1, 2010, is by and between Columbia Management Investment Advisers, LLC (formerly, RiverSource Investments, LLC), a Minnesota limited liability company (“Administrator” or “CMIA”), Columbia Funds Series Trust, a Delaware statutory trust (“CFST”), Columbia Funds Master Investment Trust, LLC, a Delaware limited liability company (“CFMIT”), Columbia Funds Variable Insurance Trust I, a Delaware statutory trust (“CFVIT I”), and Columbia Funds Series Trust II, a Delaware statutory trust (“CFII” and collectively with CFST, CFMIT and CFVIT I the “Registrants” and each a, “Registrant”), each acting on behalf of its series listed in Schedule A. The terms “Fund” or “Funds” are used to refer to either the Registrant or the underlying series as context requires.

SHAREHOLDER SERVICING PLAN IMPLEMENTATION AGREEMENT
Shareholder Servicing Plan Implementation Agreement • May 28th, 2010 • Columbia Funds Series Trust • Massachusetts

We wish to enter into this Shareholder Servicing Plan Implementation Agreement (“Agreement”) with you concerning the provision of services as set forth herein. The terms and conditions of this Agreement are as follows:

AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • May 28th, 2010 • Columbia Funds Series Trust • Massachusetts

THIS AMENDMENT TO ACCOUNTING SERVICES AGREEMENT, dated as of April 30, 2010 (this “Amendment”), by and among each of the registered investment companies, or series thereof, listed on Schedule A hereto (the “Funds”), Columbia Management Advisors, LLC (“CMA”), State Street Bank and Trust Company (the “Supplier”) and Columbia Management Investment Advisers, LLC (formerly known as RiverSource Investments, LLC) (“CMIA”), amends the Accounting Services Agreement, dated as of December 15, 2006, as amended and supplemented from time to time (the “Agreement”), by and among each of the Funds, CMA, and the Supplier. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Agreement.

ASSUMPTION AGREEMENT
Assumption Agreement • May 28th, 2010 • Columbia Funds Series Trust

WHEREAS, Columbia Funds Series Trust, on behalf of its Columbia LifeGoal Growth Portfolio, Columbia LifeGoal Balanced Growth Portfolio, and Columbia LifeGoal Income and Growth Portfolio (collectively, the “Funds”), has entered into an investment management services agreement with Columbia Management Investment Advisers, LLC (the “Adviser”; formerly, RiverSource Investments, LLC) effective May 1, 2010 (the “Investment Management Services Agreement”);

DISTRIBUTION AGREEMENT COLUMBIA FUNDS SERIES TRUST
Distribution Agreement • May 28th, 2010 • Columbia Funds Series Trust • Delaware

THIS AGREEMENT is made as of May 1, 2010, by and between COLUMBIA FUNDS SERIES TRUST, a Delaware statutory trust, (the “Trust”) on behalf of each series of the Trust now or hereafter identified on Schedule I (each, a “Fund” and collectively, the “Funds”), and Columbia Management Investment Distributors, Inc. (formerly, RiverSource Fund Distributors, Inc.), a Delaware corporation (the “Distributor”). Absent written notification to the contrary by either the Trust or the Distributor, each new investment portfolio 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.

TRANSFER, DIVIDEND DISBURSING AND SHAREHOLDERS’ SERVICING AGENT AGREEMENT
Shareholders’ Servicing Agent Agreement • May 28th, 2010 • Columbia Funds Series Trust • Massachusetts

This agreement (the “Agreement”) is made as of this 1st day of May, 2010, by and between COLUMBIA FUNDS SERIES TRUST, a Delaware statutory trust acting on behalf of Class Y shares of its series listed on Appendix I hereto (as the same may from time to time be amended to add or delete one or more series of such trust) (such trust being hereinafter referred to as the “Trust” and each series of the Trust being hereinafter referred to as a “Fund”), Columbia Management Investment Services Corp. (formerly, RiverSource Service Corporation), a Minnesota corporation (“CMISC”), and Columbia Management Investment Advisers, LLC (formerly, RiverSource Investments, LLC) (“CMIA”), an Minnesota limited liability company.

TRANSFER, DIVIDEND DISBURSING AND SHAREHOLDERS’ SERVICING AGENT AGREEMENT
Shareholders’ Servicing Agent Agreement • May 28th, 2010 • Columbia Funds Series Trust • Massachusetts

This agreement (the “Agreement”) is made as of this 1st day of May, 2010, by and between COLUMBIA FUNDS SERIES TRUST, a Delaware statutory trust acting on behalf of its series listed on Appendix I hereto (as the same may from time to time be amended to add or delete one or more series of such trust) (such trust being hereinafter referred to as the “Trust” and each series of the Trust being hereinafter referred to as a “Fund”), Columbia Management Investment Services Corp. (formerly, RiverSource Service Corporation), a Minnesota corporation (“CMISC”), and Columbia Management Investment Advisers, LLC (formerly, RiverSource Investments, LLC) (“CMIA”), an Minnesota limited liability company.

MUTUAL FUND FEE AND EXPENSE AGREEMENT
Mutual Fund Fee and Expense Agreement • May 28th, 2010 • Columbia Funds Series Trust

THIS AGREEMENT is made as of this 1st day of May, 2010 by and among Columbia Funds Master Investment Trust, LLC, a Delaware limited liability company, for itself and on behalf of its series listed on Schedule A attached hereto, Columbia Funds Series Trust, a Delaware statutory trust, for itself and on behalf of its series listed on Schedule A attached hereto, Columbia Funds Variable Insurance Trust I, a Delaware statutory trust, for itself and on behalf of its series listed on Schedule A attached hereto, Columbia Funds Series Trust II, a Delaware statutory trust, for itself and on behalf of its series listed on Schedule A attached hereto, Columbia Management Investment Advisers, LLC (formerly, RiverSource Investments, LLC), a Minnesota limited liability company (“CMIA”) and Columbia Management Investment Distributors, Inc. (formerly, RiverSource Fund Distributors, Inc.), a Delaware corporation (“CMID”).

INVESTMENT MANAGEMENT SERVICES AGREEMENT COLUMBIA FUNDS SERIES TRUST
Investment Management Services Agreement • May 28th, 2010 • Columbia Funds Series Trust • Massachusetts

This Agreement, dated as of May 1, 2010, is by and between Columbia Management Investment Advisers, LLC (formerly known as RiverSource Investments, LLC) (the “Investment Manager”), a Minnesota limited liability company and Columbia Funds Series Trust (the “Registrant”), a Delaware statutory trust, on behalf of its underlying series listed in Schedule A (the term “Fund” or “Funds” is used to refer to either the Registrant or its underlying series, as context requires).

ASSUMPTION AGREEMENT
Assumption Agreement • May 28th, 2010 • Columbia Funds Series Trust

WHEREAS, Columbia Funds Series Trust, on behalf of its Corporate Bond Portfolio and Mortgage- and Asset-Backed Portfolio (collectively, the “Funds”), has entered into an investment management services agreement with Columbia Management Investment Advisers, LLC (the “Adviser”; formerly, RiverSource Investments, LLC) effective May 1, 2010 (the “Investment Management Services Agreement”);

AMENDMENT TO FINANCIAL REPORTING SERVICES AGREEMENT
Financial Reporting Services Agreement • May 28th, 2010 • Columbia Funds Series Trust • Massachusetts

THIS AMENDMENT TO FINANCIAL REPORTING SERVICES AGREEMENT, dated as of April 30, 2010 (this “Amendment”), by and among each of the registered investment companies, or series thereof, listed on Schedule A hereto (the “Funds”), Columbia Management Advisors, LLC (“CMA”), State Street Bank and Trust Company (the “Supplier”) and Columbia Management Investment Advisers, LLC (formerly known as RiverSource Investments, LLC) (“CMIA”), amends the Financial Reporting Services Agreement, dated as of December 15, 2006, as amended and supplemented from time to time (the “Agreement”), by and among each of the Funds, CMA, and the Supplier. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Agreement.

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