ADDENDUM DATED JULY 19, 2011 TO THE AMENDED AND RESTATED SUBADVISORY AGREEMENT DATED JUNE 11, 2008
Exhibit (d)(8)
This Addendum, dated as of July 19, 2011, hereby supplements the attached Amended and Restated
Subadvisory Agreement (the “Subadvisory Agreement”), dated June 11, 2008, by and between Columbia
Management Investment Advisers, LLC, formerly RiverSource Investments, LLC (the “Investment
Manager”), a Minnesota limited liability company, and Threadneedle International Limited, a company
organized under the laws of England and Wales (TINTL”), solely with respect to the Columbia
Commodity Strategy Fund (the “Commodity Fund”), a series of Columbia Funds Series Trust II (the
“Registrant”), as follows:
The parties hereto acknowledge that, with respect to the Commodity Fund, and in accordance
with its prospectus, all or a portion of its assets may be held in one or more of its wholly-owned
subsidiaries, including but not limited to CCSF Offshore Fund, Ltd (referred to herein collectively
as the “Subsidiary”). TINTL is hereby authorized and agrees to manage the portion of assets of the
Subsidiary which is allocated to TINTL from time to time by the Investment Manager (which portion
may include any or all of the Commodity Fund’s assets) pursuant to the same terms, conditions and
obligations applicable to the Commodity Fund under the Subadvisory Agreement. TINTL is further
authorized hereby to determine, in its discretion, the amount and type of assets (or any portion
thereof allocated to it by the Investment Manager) of the Commodity Fund to be invested in and
through the Subsidiary. For these purposes, all references in the Subadvisory Agreement to the
“Fund,” with respect to the Commodity Fund, shall also refer to the Subsidiary, unless the context
dictates otherwise.
For the avoidance of doubt, TINTL hereby agrees for purposes of Section 1 of the Subadvisory
Agreement: “TINTL’s Duties,” to treat the assets and liabilities of the Subsidiary as if they are
held directly by the Commodity Fund, and, in addition, if required (as determined by the Fund’s
Chief Legal Officer and Chief Compliance Officer), to treat the Subsidiary as a separate investment
by the Commodity Fund. Further, for purposes of Section 4: “Compensation of TINTL” of the
Subadvisory Agreement, the parties hereto agree to treat the assets and liabilities of the
Subsidiary as if they are held directly by the Commodity Fund. TINTL acknowledges that, at the
direction of the Registrant’s Board of Trustees and the Board of Directors of the Subsidiary, the
Investment Manager has retained TINTL to serve as investment subadviser for the Subsidiary, and
TINTL, as a party to this Subadvisory Agreement, has agreed to manage the assets of the Subsidiary
in accordance with the terms of this Subadvisory Agreement.
In witness whereof, the parties have caused this Addendum to be executed by their officers
designated below as of this 19th day of July, 2011.
| COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC | THREADNEEDLE INTERNATIONAL LIMITED | |||||||
By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | |||||
| Signature | Signature | |||||||
Name:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | Name: | ▇▇▇▇▇▇ ▇▇▇▇ | |||||
| Printed | Printed | |||||||
Title:
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President | Title: | Director | |||||
| Printed | Printed | |||||||