0001398344-19-018080 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND AXS Investments LLC
Investment Advisory Agreement • October 18th, 2019 • Investment Managers Series Trust II • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of_____________, 2019, 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”).

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SUB-ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS LLC AND AMPERSAND INVESTMENT MANAGEMENT LLC
Sub-Advisory Agreement • October 18th, 2019 • Investment Managers Series Trust II • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, 2019, 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 Ampersand Investment Management LLC, a Delaware limited liability company with its principal office and place of business at 47 Hulfish Street, Suite 510, Princeton, NJ 08542 (the “Sub-advisor”).

AXS CHESAPEAKE STRATEGY FUND LIMITED FORM OF INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS LLC AND CHESAPEAKE CAPITAL CORPORATION
Investment Sub-Advisory Agreement • October 18th, 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 Chesapeake Capital Corporation (the “Sub-Advisor”) with its principal office and place of business at 1721 Summit Avenue, Richmond, Virginia, 23230 (the “Sub-Advisor”).

AXS ALTERNATIVE GROWTH FUND LIMITED AXS MANAGED FUTURES STRATEGY FUND LIMITED FORM OF INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS LLC AND AMPERSAND INVESTMENT MANAGEMENT LLC
Ampersand Investment Management LLC • October 18th, 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 Ampersand Investment Management LLC (the “Sub-Advisor”) with its principal office and place of business at 47 Hulfish Street, Suite 510, Princeton, New Jersey, 08542 (the “Sub-Advisor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • October 18th, 2019 • Investment Managers Series Trust II

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 20__, 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").

to the Transfer Agency Agreement by and between
Investment Managers Series Trust II • October 18th, 2019

In witness whereof, the undersigned have executed this Fifth Amended and Restated Schedule A to the Transfer Agency Agreement between Investment Managers Series Trust II and UMB Fund Services, Inc. effective as of the 1st day of April, 2019.

INVESTMENT MANAGERS SERIES TRUST II OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • October 18th, 2019 • Investment Managers Series Trust II • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 2019, 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”).

AXS ASPECT CORE DIVERSIFIED STRATEGY FUND LIMITED INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS LLC AND ASPECT CAPITAL LIMITED
Aspect Capital Limited • October 18th, 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 Aspect Capital Limited (the “Sub-Advisor”) with its principal office and place of business at 10 Portman Square, London, W1H6A2, United Kingdom (the “Sub-Advisor”).

SEVENTH AMENDED AND RESTATED APPENDIX B CUSTODY AGREEMENT
Custody Agreement • October 18th, 2019 • Investment Managers Series Trust II

The following series of Investment Managers Series Trust II ("Funds"), a registered open-end management investment company are hereby made parties to the Custody Agreement dated October 16, 2013, with UMB Bank, n.a. ("Custodian") and Investment Managers Series Trust II (the “Trust”), and agree to be bound by all the terms and conditions contained in said Agreement as of the date that each such series becomes a series of the Trust:

AXS IPM SYSTEMATIC MACRO LLC FORM OF INVESTMENT TRADING ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS LLC AND IPM INFORMED PORTFOLIO MANAGEMENT AB
Investment Trading Advisory Agreement • October 18th, 2019 • Investment Managers Series Trust II • Delaware

THIS INVESTMENT TRADING ADVISORY AGREEMENT (the “Agreement”), dated as of ___________, is entered into by and between AXS Investments LLC, a Delaware limited liability company (the “Advisor”), and IPM Informed Portfolio Management AB (the “Trading Advisor”) with its principal office and place of business at [Samuelsgatan 6, Stockholm, Sweden].

to the Amended and Restated Fund Accounting Agreement by and between
Investment Managers Series Trust II • October 18th, 2019

In witness whereof, the undersigned have executed this Fifth Amended and Restated Schedule A to the Amended and Restated Fund Accounting Agreement between Investment Managers Series Trust II and UMB Fund Services, Inc. effective as of the 1st day of April, 2019.

to the Amended and Restated Co-Administration Agreement by and between
Investment Managers Series Trust II • October 18th, 2019

In witness whereof, the undersigned have executed this Fifth Amended and Restated Schedule A to the Amended and Restated Co-Administration Agreement between Investment Managers Series Trust II, UMB Fund Services, Inc. and Mutual Fund Administration, LLC (f/k/a Mutual Fund Administration Corporation) effective as of the 1st day of April, 2019.

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