0000930413-22-001188 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND axs investments, LLC
Investment Advisory Agreement • June 21st, 2022 • Investment Managers Series Trust II • Delaware

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of ________, 2022 to the Investment Advisory Agreement dated May 3, 2022 (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 Corporation (the “Advisor”).

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FORM OF AUTHORIZED PARTICIPANT AGREEMENT INVESTMENT MANAGERS SERIES TRUST II
Authorized Participant Agreement • June 21st, 2022 • Investment Managers Series Trust II • New York

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 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”).

THIRD AMENDMENT TO ETF DISTRIBUTION AGREEMENT
Etf Distribution Agreement • June 21st, 2022 • Investment Managers Series Trust II • Delaware

This third amendment (“Amendment”) to the ETF Distribution Agreement (the “Agreement”) novated as of September 30, 2021, by and between Investment Managers Series Trust II (“Trust”) and IMST Distributors, LLC (“Foreside”) is entered into as of ___________, 2022 (the “Effective Date”).

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