0001398344-19-012324 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND AXS Investments, llc
Investment Advisory Agreement • July 23rd, 2019 • 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 AXS Investments LLC, a Delaware limited liability company (the “Advisor”).

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SUB-ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS, LLC AND (SUB-ADVISOR)
Sub-Advisory Agreement • July 23rd, 2019 • 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 (__________________) limited liability company with its principal office and place of business at _______ (the “Advisor”) and (___________), a [Delaware] limited liability company with its principal office and place of business at ___________ (the “Sub-advisor”).

Equinox Funds Trust 17605 Wright Street, Suite 2 Omaha, Nebraska 68130 Investment Managers Series Trust II 235 West Galena Street Milwaukee, Wisconsin 53212
Investment Managers Series Trust II • July 23rd, 2019

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [ ], 2019, by and among Equinox Funds Trust (the “Equinox Trust”), a Delaware statutory trust, on behalf of its series [FUND NAME] (the “Acquired Fund”), and Investment Managers Series Trust II (the “IMST II Trust”), a Delaware statutory trust, on behalf of its series [FUND NAME] (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

SUBSIDIARY FUND NAME] FORM OF INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS LLC AND [SUBSIDIARY SUB-ADVSIOR]
Investment Sub-Advisory Agreement • July 23rd, 2019 • Investment Managers Series Trust II • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of ___________, is entered into by and between AXS Investments LLC, a Delaware limited liability company (the “Advisor”), and [Subsidiary Sub-Advisor] (the “Sub-Advisor”) with its principal office and place of business at [_____](the “Sub-Advisor”).

Form of AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • July 23rd, 2019 • Investment Managers Series Trust II • Delaware

This __________ Amendment (the “Amendment”) to the Distribution Agreement dated as of __________(the “Agreement”), by and between Investment Managers Series Trust II (the “Trust”), and IMST Distributors, LLC (“Foreside”), is entered into as of _____________, _____, and is effective as of the date set forth for each Fund listed in Exhibit A.

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