0001398344-14-006540 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND PANTHER CAPITAL GROUP, LLC
Investment Advisory Agreement • December 22nd, 2014 • Investment Managers Series Trust II • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of_____________, 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 Panther Capital Group, LLC, a Texas limited liability company (the “Advisor”).

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INVESTMENT MANAGERS SERIES TRUST II OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 22nd, 2014 • Investment Managers Series Trust II • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 2014, 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, Panther Capital Group, LLC (the “Advisor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 22nd, 2014 • Investment Managers Series Trust II

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2014, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the Panther Small Cap Fund (the “Fund”), and ______________________________ (the "Purchaser").

AMENDMENT TO CO-ADMINISTRATION AGREEMENT
Co-Administration Agreement • December 22nd, 2014 • Investment Managers Series Trust II

THIS AMENDMENT TO CO-ADMINISTRATION AGREEMENT is made as of August 4, 2014 by and among Investment Managers Series Trust II, a Delaware statutory trust (the “Trust”), UMB Fund Services, Inc., a Wisconsin corporation (UMBFS”), Mutual Fund Administration Corporation, a California corporation (“MFAC Corporation”), and Mutual Fund Administration, LLC, a California limited liability company (“MFAC LLC”).

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