CUSTODY AGREEMENT Dated ______________, 20__ Between UMB BANK, N.A. and ABRAHAM FORTRESS FUND LTD. CUSTODY AGREEMENTCustody Agreement • October 13th, 2021 • Investment Managers Series Trust II
This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter "Custodian"), and Abraham Fortress Fund Ltd., a Cayman Islands exempted company, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a "Fund" and collectively, the "Funds").
Third amended and restated INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND AXS INVESTMENTS LLCInvestment Advisory Agreement • December 22nd, 2023 • Investment Managers Series Trust II • Delaware
THIS THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of October [ ], 2023 to the Investment Advisory Agreement dated December 30, 2021, as amended September 27, 2022 and August 18, 2023 (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”).
DISTRIBUTION AGREEMENTDistribution Agreement • April 29th, 2020 • Investment Managers Series Trust II • Delaware
THIS AGREEMENT is made and entered into by and between Investment Managers Series Trust II, a Delaware statutory trust (the “Client”) and IMST Distributors, LLC, a Delaware limited liability company (the “Distributor”) and is effective as of the date set forth for each Fund listed in Exhibit A.
ETF DISTRIBUTION AGREEMENTEtf Distribution Agreement • July 28th, 2021 • Investment Managers Series Trust II • Delaware
This Distribution Agreement (the “Agreement”) is made this __ day of _________ 2021, by and between Investment Managers Series Trust II, a Delaware statutory trust (the “Trust”) having its principal place of business at 235 W. Galena Street, Milwaukee, WI 53212, and IMST Distributors, LLC, a Delaware limited liability company (the “Distributor”) having its principal place of business at Three Canal Plaza, Suite 100, Portland, ME 04101.
FIRST TRUST CAPITAL MANAGEMENT L.P. AND PALMER SQUARE CAPITAL MANAGEMENT LLCSub-Advisory Agreement • November 29th, 2023 • Investment Managers Series Trust II
THIS SUB-ADVISORY AGREEMENT (the “Agreement”), effective as of July 19, 2023, is entered into by and between First Trust Capital Management L.P., a Delaware Limited Partnership with its principal office and place of business at 225 W. Wacker, 21st Floor, Chicago, IL 60606 (the “Advisor”) and Palmer Square Capital Management LLC, a Delaware Limited Liability Company with its principal office and place of business at 1900 Shawnee Mission Parkway, Suite 513, Mission Woods, KS, 66205 (the “Sub-advisor”).
INVESTMENT MANAGERS SERIES TRUST II OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • June 25th, 2019 • Investment Managers Series Trust II • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 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, Kennedy Capital Management, Inc. (the “Advisor”).
FORM OF AUTHORIZED PARTICIPANT AGREEMENT [TRUST NAME]Authorized Participant Agreement • December 12th, 2022 • Investment Managers Series Trust II
This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by [Name of Transfer Agent/Index Receipt Agent] (the “[Transfer Agent/Index Receipt Agent]”), and is further subject to acknowledgement and agreement by [Name of Trust] (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).
INVESTMENT MANAGERS SERIES TRUST II OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • August 10th, 2022 • Investment Managers Series Trust II • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 2022, 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, Arena Capital Advisors LLC (the “Advisor”).
TRANSFER AGENCY AGREEMENTTransfer Agency Agreement • November 20th, 2013 • Investment Managers Series Trust II • Wisconsin
THIS TRANSFER AGENCY AGREEMENT (the “Agreement”) is made as of this 16th day of October, 2013, by and between Investment Managers Series Trust II, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation, its successors and assigns (the “Transfer Agent”).
INVESTMENT ADVISORY AGREEMENT BETWEEN ABRAHAM FORTRESS FUND, LTD. AND ABRAHAM TRADING COMPANYInvestment Advisory Agreement • October 13th, 2021 • Investment Managers Series Trust II • Delaware
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of ____________, is entered into by and between each wholly-owned subsidiary listed in Appendix A (each a “Fund” and together the “Funds”), and Abraham Trading Company, a Texas limited partnership (the “Advisor”).
January 20, 2023 Spinnaker ETF Series Rocky Mount, North Carolina 27804 Investment Managers Series Trust II Milwaukee, Wisconsin 53212 Ladies and Gentlemen:Investment Managers Series Trust II • February 6th, 2023
This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of January 17, 2023, by and among Spinnaker ETF Series (the “Spinnaker Trust”), a Delaware statutory trust, on behalf of its series The Cannabis ETF (the “Acquired Fund”), and Investment Managers Series Trust II (“IMST II”), a Delaware statutory trust, on behalf of its series AXS Cannabis ETF (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2022 • Investment Managers Series Trust II
THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2022, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the AXS Brendan Wood TopGun Index ETF (the “Fund”), and ______________________________ (the "Purchaser").
ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENTAdministration, Fund Accounting and Recordkeeping Agreement • October 13th, 2021 • Investment Managers Series Trust II • Wisconsin
THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this ___day of __________, 2021, by and between UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”) and Abraham Fortress Fund Ltd. (the “Fund”
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF INVESTMENT MANAGERS SERIES TRUST II A Delaware Statutory Trust January 19, 2023Agreement and Declaration • February 24th, 2023 • Investment Managers Series Trust II
INVESTMENT MANAGERS SERIES TRUST II OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • September 15th, 2015 • Investment Managers Series Trust II • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 2015, 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”).
FORM OF ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENTAccounting and Recordkeeping Agreement • January 29th, 2021 • Investment Managers Series Trust II • Wisconsin
THIS ADMINISTRATION, FUND ACCOUNTING AND RECORDKEEPING AGREEMENT (the “Agreement”) is made as of this 8th day of November, 2019, by and between UMB Fund Services, Inc., a Wisconsin corporation (the “Administrator”) and each of the funds listed on Schedule D attached hereto, as may be amended from time to time (each a “Fund” and collectively the “Funds”).
AGREEMENT AND DECLARATION OF TRUST OF INVESTMENT MANAGERS SERIES TRUST II A Delaware Statutory Trust September 16, 2013Agreement and Declaration of Trust • November 3rd, 2014 • Investment Managers Series Trust II
Morgan LewisInvestment Managers Series Trust II • January 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 January 24, 2020, by and among Northern Lights Fund Trust (the "Northern Lights Trust"), a Delaware statutory trust, on behalf of its series Equinox MutualHedge Futures Strategy Fund (the "Acquired Fund"), and Investment Managers Series Trust II (the "IMST II Trust"), a Delaware statutory trust, on behalf of its series AXS Managed Futures Strategy Fund (the "Acquiring Fund"). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2023 • Investment Managers Series Trust II
THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2023, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the AXS Knowledge Leaders ETF (the “Fund”), and ______________________________ (the "Purchaser").
SUBSCRIPTION AGREEMENTSubscription Agreement • November 28th, 2016 • Investment Managers Series Trust II
THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of December 2016, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the Vivaldi Multi-Strategy Fund (the “Fund”), and ______________________________ (the "Purchaser").
SECOND amended and restated INVESTMENT CO-ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND castle financial & retirement planning associates, inc.Advisory Agreement • February 28th, 2019 • Investment Managers Series Trust II • Delaware
THIS AMENDED AND RESTATED INVESTMENT CO-ADVISORY AGREEMENT (the “Agreement”), dated as of December 15, 2018, 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 Castle Financial & Retirement Planning Associates, Inc., a New Jersey limited liability company (the “Advisor”).
Distribution AgreementDistribution Agreement • December 17th, 2021 • Investment Managers Series Trust II
THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between IMST Distributors, LLC (the “Distributor”) and Investment Managers Series Trust II (“Fund Company”).
July 22, 2022 Investment Managers Series Trust II Milwaukee, Wisconsin 53212 Ladies and Gentlemen:Investment Managers Series Trust II • July 28th, 2022
This opinion is furnished to you pursuant to paragraph 2.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of July 21, 2022, by and among Investment Managers Series Trust II (the “Trust”), a Delaware statutory trust, on behalf of its series AXS Managed Futures Strategy Fund (the “Acquired Fund”), and the Trust, on behalf of its series AXS Chesapeake Strategy Fund (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.
ROCHDALE EMERGING MARKETS (MAURITIUS) INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • June 25th, 2021 • Investment Managers Series Trust II • New York
This INVESTMENT MANAGEMENT AGREEMENT is made and effective as of the __th day of ____, 2021, by and between ROCHDALE EMERGING MARKETS (MAURITIUS) (hereinafter called the “Fund”), a company organized under laws of Mauritius, and Sunbridge Capital Partners LLC, a Delaware limited liability company (hereinafter called the “Adviser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 24th, 2015 • Investment Managers Series Trust II
THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2015, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the ______________________ (the “Fund”), and ______________________________ (the "Purchaser").
FUND ACCOUNTING AGREEMENTFund Accounting Agreement • November 20th, 2013 • Investment Managers Series Trust II • Wisconsin
THIS AGREEMENT is made as of this 16th day of October, 2013, by and between Investment Managers Series Trust II, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”).
INVESTMENT MANAGERS SERIES TRUST II OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • January 31st, 2022 • Investment Managers Series Trust II • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of November 1, 2021, 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, First Trust Capital Management L.P. (the “Advisor”).
SUB-ADVISORY AGREEMENT BETWEEN KAIZEN ADVISORY, LLC AND TWO FISH MANAGEMENT, LLCSub-Advisory Agreement • December 24th, 2015 • Investment Managers Series Trust II • Illinois
THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, 2015 (the “Effective Date”), is entered into by and between Kaizen Advisory, LLC, an Illinois Limited Liability Company with its principal office and place of business at 1745 S. Naperville Road, Suite 106, Wheaton, IL 60189 (the “Adviser”) and Two Fish Management, LLC, a Indiana Limited Liability Company with its principal office and place of business at 9333 Meridian St., #222, Indianapolis, IN 46260 (the “Sub-adviser”).
INVESTMENT MANAGERS SERIES TRUST II FIRST AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • February 28th, 2024 • Investment Managers Series Trust II • Delaware
THIS AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of February 29, 2024, 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, Arena Capital Advisors LLC (the “Advisor”).
FORM OF AUTHORIZED PARTICIPANT AGREEMENT INVESTMENT MANAGERS SERIES TRUST IIAuthorized Participant Agreement • December 22nd, 2023 • Investment Managers Series Trust II • New York
This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and _________________ (the “Authorized Participant” or the “AP”) (National Securities Clearing Corporation (“NSCC”) Number _____), and is subject to acceptance by Brown Brothers Harriman & Co. (the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the Investment Managers Series Trust II (the “Trust”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Trust shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, all without par value (sometimes referred to as “Shares”), of each of the separate investment p
FORM OF AUTHORIZED PARTICIPANT AGREEMENT INVESTMENT MANAGERS SERIES TRUST IIAuthorized Participant Agreement • December 23rd, 2021 • Investment Managers Series Trust II • New York
This Authorized Participant Agreement (the “Agreement”) is entered into by and between IMST Distributors, LLC, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by Brown Brothers Harriman & Co. (the “Transfer Agent/Index Receipt Agent”), and is further subject to acknowledgement and agreement by Investment Managers Series Trust II (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).
CUSTODIAN AGREEMENTCustodian Agreement • July 28th, 2021 • Investment Managers Series Trust II • New York
THIS AGREEMENT, dated as of [____], 2021, between INVESTMENT MANAGERS SERIES TRUST II (the Fund, including its separate series listed on Exhibit A, the Portfolios), a Delaware statutory trust and an open-end management investment company registered with the Commission under the Investment Company Act of 1940 (the 1940 Act), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York (BBH&Co. or, the Custodian). For purposes of this Agreement, reference hereafter to the “Fund” shall mean the Fund and/or the respective Portfolio(s), as the context requires.
INVESTMENT MANAGERS SERIES TRUST II OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • January 26th, 2018 • Investment Managers Series Trust II • Delaware
THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is dated as of December 16, 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”).
INVESTMENT MANAGERS SERIES TRUST II SECOND AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENTOperating Expenses Limitation Agreement • December 12th, 2022 • Investment Managers Series Trust II • Delaware
THIS SECOND AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”), dated as of ____________, 2022, 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, AXS Investments, LLC (the “Advisor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 29th, 2022 • Investment Managers Series Trust II
THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2022, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the AXS Real Estate Income ETF (the “Fund”), and ______________________________ (the "Purchaser").
