Investment Managers Series Trust II Sample Contracts

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ARTICLE I DEFINITIONS
Custody Agreement • March 26th, 2003 • Advisors Series Trust • Ohio
AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • December 6th, 1996 • Advisors Series Trust • Delaware
DISTRIBUTION AGREEMENT
Distribution Agreement • February 27th, 2017 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of December 21, 2016, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”) on behalf of its series, and QUASAR DISTRIBUTORS, LLC, a Delaware limited liability company (the “Distributor”). FIRST STATE INVESTMENTS (US) LLC, a Delaware limited liability company and the investment advisor to the Trust the (“Advisor”) is a party hereto with respect to Sections 3 F. and 6 only.

CUSTODY AGREEMENT
Custody Agreement • June 28th, 2006 • Advisors Series Trust • Ohio

THIS AGREEMENT is made and entered into as of this 6th day of June, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the “Custodian”).

ADVISORS SERIES TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 22nd, 2017 • Advisors Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 1st day of August, 2017, by and between Advisors Series Trust, a Delaware business trust (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a “Fund”, and together the “Funds”) and O’Shaughnessy Asset Management, LLC, a Delaware limited liability company (hereinafter called the “Advisor”).

ADVISORS SERIES TRUST INVESTMENT ADVISORY AGREEMENT with Logan Capital Management, Inc.
Investment Advisory Agreement • July 25th, 2022 • Advisors Series Trust • Delaware

This INVESTMENT ADVISORY AGREEMENT is made as of the 8th day of August, 2022, by and between Advisors Series Trust, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A, which may be amended from time to time, (each a “Fund”, and together the “Funds”) and Logan Capital Management, Inc., a Pennsylvania corporation (hereinafter called the “Adviser”).

Form of THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND AXS Investments LLC
Investment Advisory Agreement • October 30th, 2020 • Investment Managers Series Trust II • Delaware

THIS THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of ___________, to the Investment Advisor Agreement dated October 18, 2019, as amended May 1, 2020 (the “Prior Agreement”), is entered into by and between Investment Managers Series Trust II, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (each a “Fund”), and AXS Investments LLC, a limited liability company (the “Advisor”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • June 28th, 2006 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 8th day of June, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

ADVISORS SERIES TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 27th, 2022 • Advisors Series Trust • Delaware

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of September 22, 2022 by and between ADVISORS SERIES TRUST (the “Trust”), a Delaware statutory trust, and DISTRIBUTION COGNIZANT, LLC, a Delaware limited liability company (the “Adviser”).

DISTRIBUTION AGREEMENT
Distribution Agreement • July 19th, 2018 • Advisors Series Trust • Delaware

THIS AGREEMENT is made and entered into as of April 30, 2018, by and between Advisors Series Trust, a Delaware statutory trust (the "Client") and Compass Distributors, LLC, a Delaware limited liability company (the "Distributor").

ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • December 23rd, 2021 • Advisors Series Trust • Delaware

This Distribution Agreement (the “Agreement”) is made this __ day of _________ 2021, by and between Advisors Series Trust, a Delaware statutory trust (the “Trust”) having its principal place of business at 615 East Michigan Street, Milwaukee, Wisconsin 53202, and Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at 111 E. Kilbourn Avenue, Suite 2200, Milwaukee, Wisconsin 53202.

Master Custodian Agreement
Master Custodian Agreement • April 1st, 2016 • Value Line Funds Investment Trust • Massachusetts

This Agreement is made as of ____________, 20__ (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and State Street Bank and Trust Company, a Massachusetts trust company (the “Custodian”).

Between
Custody Agreement • June 2nd, 2000 • Advisors Series Trust
ADVISORS SERIES TRUST INVESTMENT SUB-ADVISORY AGREEMENT with Penserra Capital Management LLC
Sub-Advisory Agreement • October 27th, 2022 • Advisors Series Trust • Delaware

This INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”) is made as of September 22, 2022 by and between DISTRIBUTION COGNIZANT, LLC, a Delaware limited liability company (the “Adviser”), ADVISORS SERIES TRUST (the “Trust”), and PENSERRA CAPITAL MANAGEMENT LLC, a New York limited liability company with its principal place of business located at 4 Orinda Way, Suite 100-A Orinda, CA 94563 (the “Sub-Adviser”).

SUB-ADVISORY AGREEMENT BETWEEN AXS Investments LLC AND Kellner Management, L.P
Sub-Advisory Agreement • October 30th, 2020 • Investment Managers Series Trust II • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, 20__, is entered into by and between AXS Investments LLC, a Delaware limited liability company with its principal office and place of business at 181 Westchester Avenue, Port Chester, New York 10573 (the “Advisor”) and Kellner Management, L.P., a ____ [limited partnership] with its principal office and place of business at ___________ (the “Sub-advisor”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • September 16th, 2021 • Advisors Series Trust • Delaware

This AGREEMENT is made as of the 15th day of September 2021, by and among First Sentier Investors (Singapore) IM Ltd., a Singaporean corporation located at 79 Robinson Road, #17-01, Singapore 068897 (the “Sub-Adviser”), First Sentier Investors (US) LLC, a Delaware limited liability company located at 10 East 53rd Street, Floor 21, New York, New York, 10022 (the “Manager”), and Advisors Series Trust, a Delaware statutory trust with its principal office located at 615 East Michigan Street, Milwaukee, WI 53202 (hereinafter called the “Trust”), on behalf of the series of the Trust indicated on Schedule A.

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ADVISORS SERIES TRUST INTERIM INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 28th, 2003 • Advisors Series Trust • Arizona
TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • June 28th, 2006 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into this 8th day of June, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the "Trust") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

TERMS
Fund Accounting Service Agreement • January 29th, 1997 • Advisors Series Trust • New York
FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • June 28th, 2006 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into this 8th day of June, 2006, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

ADVISORS SERIES TRUST FUND SERVICING AGREEMENT
Fund Servicing Agreement • December 23rd, 2021 • Advisors Series Trust • Wisconsin

THIS FUND SERVICING AGREEMENT (the “Agreement”) is made and entered into as of the 22nd day of December 2021, by and between ADVISORS SERIES TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a U.S. BANK GLOBAL FUND SERVICES, a Wisconsin limited liability company (“Fund Services”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 29th, 2005 • Advisors Series Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 1st day of October, 2001, by and between Advisors Series Trust, a Delaware business trust (“Trust”), and Quasar Distributors, LLC, a Delaware limited liability company (“Distributor”).

Advisors Series Trust Milwaukee, Wisconsin 53202 Investment Managers Series Trust II Milwaukee, Wisconsin 53212 Ladies and Gentlemen:
Investment Managers Series Trust II • October 30th, 2020

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [ ], 2020, by and among Advisors Series Trust (the “AST Trust”), a Delaware statutory trust, on behalf of its series Kellner Merger Fund (the “Acquired Fund”), and Investment Managers Series Trust II (the “IMST Trust”), a Delaware statutory trust, on behalf of its series AXS Merger Fund (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

ADVISORS SERIES TRUST INVESTMENT ADVISORY AGREEMENT HUBER CAPITAL EQUITY INCOME FUND HUBER CAPITAL SMALL CAP VALUE FUND
Investment Advisory Agreement • February 25th, 2016 • Advisors Series Trust • California

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 21st day of June, 2007, by and between Advisors Series Trust, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of the following series of the Trust, Huber Capital Equity Income Fund and Huber Capital Small Cap Value Fund (each a “Fund” and together the “Funds”) and Huber Capital Management, ILC, a Delaware limited liability company (hereinafter called the “Adviser”).

ADVISORS SERIES TRUST INVESTMENT ADVISORY AGREEMENT High Pointe Small Cap Equity Fund High Pointe Select Value Fund
Investment Advisory Agreement • October 23rd, 2007 • Advisors Series Trust • California

THIS INVESTMENT ADVISORY AGREEMENT is made as of the 22nd day of December, 2004, by and between Advisors Series Trust, a Delaware statutory trust (hereinafter called the "Trust"), on behalf of the following series of the Trust, High Pointe Small Cap Equity Fund and High Pointe Select Value Fund (the "Funds") and High Pointe Capital Management. LLC, an Illinois limited liability company (hereinafter called the "Advisor").

INVESTMENT MANAGERS SERIES TRUST II FORM OF OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 12th, 2016 • Investment Managers Series Trust II • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is dated as of ______________, 2016, by and between INVESTMENT MANAGERS SERIES TRUST II, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (each a “Fund”), and the investment advisor of the Funds, Vivaldi Asset Management, LLC (the “Advisor”).

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