Equinox Funds Trust Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • January 28th, 2014 • Equinox Funds Trust • Minnesota

THIS AGREEMENT is made and entered into as of this 25th day of June, 2013, by and between EQUINOX FUNDS TRUST , a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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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”).

UNDERWRITING AGREEMENT Between EQUINOX FUNDS TRUST and NORTHERN LIGHTS DISTRIBUTORS, LLC
Underwriting Agreement • April 6th, 2011 • Equinox Funds Trust • Nebraska

THIS UNDERWRITING AGREEMENT effective the 30th day of December, 2010 by and between EQUINOX FUNDS TRUST, a Delaware statutory trust, having its principal office and place of business at 1775 Sherman Street, Suite 2500, Denver, Colorado 80203 (the “Trust”), and NORTHERN LIGHTS DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“NLD”).

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”).

FUND SERVICES AGREEMENT between EQUINOX FUNDS TRUST and
Fund Services Agreement • April 6th, 2011 • Equinox Funds Trust • New York

THIS FUND SERVICES AGREEMENT (the “Agreement”) made as of the __ day of December, 2010, by and between EQUINOX FUNDS TRUST, a Delaware statutory trust having its principal office and place of business at 1160 Lincoln Street, Denver, CO 80264 (the "Trust") and GEMINI FUND SERVICES, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“GFS”). This Agreement replaces and supersedes all prior understandings and agreements between the parties hereto for the services described below.

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 2nd, 2015 • Equinox Funds Trust • Delaware

AGREEMENT made as of February 27, 2015, between EQUINOX FUNDS TRUST, a Delaware Statutory Trust (herein called the “Trust”) on behalf of the series of the Trust set forth on Schedule A to this Agreement (the “Fund”), and EQUINOX INSTITUTIONAL ASSET MANAGEMENT, LP, a Delaware Limited Partnership (herein called the “Investment Adviser”).

SUB-ADVISORY AGREEMENT QUANTUM CAPITAL MANAGEMENT
Sub-Advisory Agreement • January 28th, 2014 • Equinox Funds Trust • Delaware

THIS SUB-ADVISORY AGREEMENT is made as of the 21st day of May, 2013, among Equinox Funds Trust, a Delaware statutory trust (the “Trust”), Equinox Institutional Asset Management, LP (the “Adviser”), a limited partnership organized under the laws of the state of Delaware and Quantum Capital Management, a limited liability company organized under the laws of the state of Delaware (the “Sub-Adviser”).

Contract
Custodian Agreement • April 6th, 2011 • Equinox Funds Trust • California

This Custodian Agreement (“Agreement”) is made as of December 20, 2010 by and between Equinox Funds Trust ("Principal"), a management company registered under the Act with separate portfolios listed in Appendix C (each a “Fund”), and Union Bank, N.A. ("Custodian").

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF EQUINOX FUNDS TRUST
Agreement and Declaration of Trust • November 28th, 2012 • Equinox Funds Trust • Delaware

The Agreement and Declaration of Trust of Equinox Funds Trust (the “Trust”), dated as of June 2, 2010, is hereby amended and restated as of November 16, 2012, among the individual(s) listed on the signatory page attached hereto (each, a “Trustee”) and each person who becomes a Shareholder (as defined in Section 1.2) in accordance with the terms hereinafter set forth.

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”).

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

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.

CONSULTING AGREEMENT
Consulting Agreement • April 6th, 2011 • Equinox Funds Trust • New York

This Consulting Agreement (the “Agreement”) is effective December 20, 2010 between NORTHERN LIGHTS COMPLIANCE SERVICES, LLC, a Nebraska limited liability company located at 450 Wireless Boulevard, Hauppauge, NY 11788 (“NLCS”), and EQUINOX FUNDS TRUST, a registered investment company organized as a Delaware business trust, located at 1775 Sherman Street, Suite 2500, Denver, Colorado 80203 (the "Trust"), on behalf of each portfolio series listed on the attached Appendix A (each a “Fund” and collectively “Funds”).

SUB-ADVISORY AGREEMENT EQUINOX CAMPBELL STRATEGY FUND
Sub-Advisory Agreement • July 31st, 2018 • Equinox Funds Trust • Delaware

THIS SUB-ADVISORY AGREEMENT is made as of the 5th day of February, 2018, among Equinox Funds Trust, a Delaware statutory trust (the “Trust”), Equinox Institutional Asset Management, LP (the “Adviser”), a limited partnership organized under the laws of the State of Delaware and Campbell & Company, Investment Adviser, LLC, a Delaware limited liability Company (the “Sub-Adviser”), registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

SUB-ADVISORY AGREEMENT EQUINOX ASPECT CORE DIVERSIFIED STRATEGY FUND
Sub-Advisory Agreement • July 28th, 2017 • Equinox Funds Trust • New York

THIS SUB-ADVISORY AGREEMENT is made as of the 5th day of November, 2014, among Equinox Funds Trust, a Delaware statutory trust (the “Trust”), Equinox Aspect Core Diversified Strategy Fund Limited, a limited company organized under the laws of the Cayman Islands that is a wholly-owned and controlled subsidiary of the Fund (the “Subsidiary”), Equinox Fund Management, LLC (the “Adviser”), a limited liability company organized under the laws of the state of Delaware and Aspect Capital Limited, a limited liability company incorporated and existing under the laws of England and Wales (Registration Number 3491169) whose registered office is at 10 Portman Square, London W1H 6AZ, United Kingdom (the “Sub-Adviser”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • January 30th, 2018 • Equinox Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 19th day of November, 2017, by and between EQUINOX FUNDS TRUST, a Delaware staturory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • January 30th, 2018 • Equinox Funds Trust

This Amended and Restated Schedule A to the Expense Limitation Agreement is hereby executed as of the date first set forth above.

SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 28th, 2014 • Equinox Funds Trust

THIS SECOND AMENDMENT dated as of the 19th day of December, 2013, to the Custody Agreement, dated as of June 25, 2013, as amended September 27, 2013 (the “Agreement”), is entered into by and between EQUINOX FUNDS TRUST , a Delaware statutory trust (the “Trust”),and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Custodian”).

Equinox Fund Management, LLC
Initial Capital Agreement • April 6th, 2011 • Equinox Funds Trust

In order to provide Equinox Funds Trust (the “Trust”) with the initial capital required pursuant to Section 14 of the Investment Company Act of 1940, as amended, Equinox Fund Management, LLC (“Equinox”) is hereby purchasing from the Trust 10,000 shares of beneficial interest, $0.01 par value, of Class A shares of Equinox Market Neutral Commodity Strategy Fund, a series of the Trust (the “Shares”), at a purchase price of $10.00 per share, for a total purchase price of $100,000.

INSERT LETTERHEAD] December __, 2010
Initial Capital Agreement • December 29th, 2010 • Equinox Funds Trust
AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • November 28th, 2012 • Equinox Funds Trust

THIS AGREEMENT, effective as of January 25, 2011, as amended and restated November 16, 2012, by and between EQUINOX FUND MANAGEMENT, LLC (the “Adviser”) and EQUINOX FUNDS TRUST (the “Trust”), on behalf of certain series of the Trust set forth on Schedule A to this Agreement (each a “Fund,” and collectively, the “Funds”).

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 21st, 2012 • Equinox Funds Trust • Delaware

AGREEMENT made as of __________________, among EQUINOX FUND MANAGEMENT, LLC (herein called the “Investment Adviser”), TAPESTRY ASSET MANAGEMENT, LP (herein called the “Sub-Adviser”), and EQUINOX FUNDS TRUST, a Delaware Statutory Trust (herein called the “Trust”) on behalf of the EQUINOX EQUITY LONG-SHORT LEGENDS FUND, a series of the Trust (herein called the “Fund”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 28th, 2012 • Equinox Funds Trust • Delaware

AGREEMENT made as of September 12, 2012, between EQUINOX FUNDS TRUST, a Delaware Statutory Trust (herein called the “Trust”) on behalf of the series of the Trust set forth on Schedule A to this Agreement (the “Fund”), and EQUINOX FUND MANAGEMENT, LLC, a Delaware Limited Liability Company (herein called the “Investment Adviser”).

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AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • January 30th, 2018 • Equinox Funds Trust

This Amended and Restated Schedule A to the Expense Limitation Agreement is hereby executed as of the date first set forth above.

FORM OF AMENDMENT to NORTHERN LIGHTS COMPLIANCE SERVICES, LLC CONSULTING AGREEMENT
Consulting Agreement • January 28th, 2014 • Equinox Funds Trust

THIS AMENDMENT (this “Amendment”), effective as of November 22, 2013 by and between Equinox Funds Trust, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Northern Lights Compliance Services, LLC, a Nebraska limited liability company (“NLCS”).

FEE WAIVER AGREEMENT
Fee Waiver Agreement • May 16th, 2013 • Equinox Funds Trust

This Agreement is effective as of January 25, 2011, between Equinox Fund Management, LLC (the “Adviser”) and Equinox Funds Trust (the “Trust”), on behalf of each of the series of the Trust set forth on Schedule A to this Agreement (each a “Fund,” and collectively, the “Funds”).

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • April 6th, 2011 • Equinox Funds Trust

THIS AGREEMENT is entered into as of the ____ of __________, 2011, by and between EQUINOX FUND MANAGEMENT, LLC (the “Adviser”) and EQUINOX FUNDS TRUST (the “Trust”), on behalf of each of the series of the Trust set forth on Schedule A to this Agreement (each a “Fund,” and collectively, the “Funds”).

Amended and Restated Schedule A Dated July 17, 2017 to the Expense Limitation/Reimbursement Agreement dated January 25, 2011, between Equinox Funds Trust And Equinox Funds Management, LLC, as Assigned pursuant to the Transfer and Assumption Agreement...
Expense Limitation/Reimbursement Agreement • July 28th, 2017 • Equinox Funds Trust

This Amended and Restated Schedule A to the Expense Limitation Agreement is hereby executed as of the date first set forth above.

FORM OF AMENDED AND RESTATED EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • July 2nd, 2015 • Equinox Funds Trust

THIS AGREEMENT is entered into as of the 22nd day of July, 2013, as amended and restated July 23, 2014, October 31, 2014 and [ ], by and between EQUINOX INSTITUTIONAL ASSET MANAGEMENT, LP (the “Adviser”) and EQUINOX FUNDS TRUST (the “Trust”), on behalf certain series of the Trust set forth on Schedule A to this Agreement (each a “Fund,” and collectively, the “Funds”).

FORM OF FEE WAIVER AGREEMENT
Fee Waiver Agreement • January 28th, 2013 • Equinox Funds Trust

This Agreement is entered into as of the day of , 20 , between Equinox Fund Management, LLC (the “Adviser”) and Equinox Funds Trust (the “Trust”), on behalf of each of the series of the Trust set forth on Schedule A to this Agreement (each a “Fund,” and collectively, the “Funds”).

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • April 8th, 2011 • Equinox Funds Trust

THIS AGREEMENT is entered into as of the ____ of __________, 2011, by and between EQUINOX FUND MANAGEMENT, LLC (the “Adviser”) and EQUINOX FUNDS TRUST (the “Trust”), on behalf of Equinox Event Driven Legends Fund and Equinox Equity Long-Short Legends Fund (each a “Fund,” and collectively, the “Funds”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 30th, 2018 • Equinox Funds Trust • New York

THIS AGREEMENT is made and entered into as of this 19th day of November, 2017, by and between EQUINOX FUNDS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

Amended and Restated Schedule A Dated July 29, 2016 to the Expense Limitation/Reimbursement Agreement dated January 25, 2011, between Equinox Funds Trust And Equinox Funds Management, LLC, as Assigned pursuant to the Transfer and Assumption Agreement...
Expense Limitation/Reimbursement Agreement • October 28th, 2016 • Equinox Funds Trust

This Amended and Restated Schedule A to the Expense Limitation Agreement is hereby executed as of the date first set forth above.

EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • April 6th, 2011 • Equinox Funds Trust

THIS AGREEMENT is entered into as of the 30th of December, 2010, by and between EQUINOX FUND MANAGEMENT, LLC (the “Adviser”) and EQUINOX FUNDS TRUST (the “Trust”), on behalf of Equinox Market Neutral Commodity Strategy Fund (the “Fund”).

FORM OF EXPENSE LIMITATION/REIMBURSEMENT AGREEMENT
Expense Limitation/Reimbursement Agreement • December 29th, 2010 • Equinox Funds Trust

THIS AGREEMENT is entered into as of the ____ of December, 2010, by and between EQUINOX FUND MANAGEMENT, LLC (the “Adviser”) and EQUINOX FUNDS TRUST (the “Trust”), on behalf of Equinox Market Neutral Commodity Strategy Fund (the “Fund”).

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