FORM OF AMENDMENT TO ADMINISTRATIVE AGENCY AGREEMENT
FORM OF
AMENDMENT
TO
ADMINISTRATIVE AGENCY AGREEMENT
THIS FORM OF AMENDMENT TO ADMINISTRATIVE AGENCY AGREEMENT (this “Amendment”) is made as of _______, 2022 by and between BROWN BROTHERS XXXXXXXX & CO., a limited partnership organized under the laws of the State of New York (“Accounting Agent”), and INVESTMENT MANAGERS SERIES TRUST II, a Delaware statutory trust (the “Trust”), on behalf of each fund listed on Appendix A to the Agreement.
WHEREAS, the Accounting Agent and the Trust entered into an Administrative Agency Agreement, dated as of September 24, 2021 (as amended, modified and/or supplemented to date, the “Agreement;” all capitalized terms used but not defined herein shall have the meanings set forth in the Agreement); and
WHEREAS, the Accounting Agent and the Trust desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the Accounting Agent and the Trust hereby agree as follows:
1. Appendix A to the Agreement is hereby deleted in its entirety and replaced with the attached Appendix A.
2. This Amendment may be executed in any number of counterparts each of which shall be deemed to be an original. This Amendment shall become effective when one or more counterparts have been signed and delivered by each of the parties. A photocopy or telefax of the Amendment shall be acceptable evidence of the existence of the Amendment and the Accounting Agent shall be protected in relying on the photocopy or telefax until the Accounting Agent has received the original of the Agreement.
3. This Amendment, together with the Agreement, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect hereto. Except as expressly modified hereby, the Agreement shall continue in full force and effect in accordance with its terms and conditions.
4. This Amendment shall be construed in accordance the governing law and exclusive jurisdiction provisions of the Agreement.
[Signature page follows]
1
IN WITNESS WHEREOF, each of the undersigned parties has executed this Amendment to Administrative Agency Agreement effective as of the date first above written.
| BROWN BROTHERS XXXXXXXX & CO. | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
| INVESTMENT MANAGERS SERIES TRUST II | ||
| on behalf of and for the account of each Fund listed on Appendix A | ||
| By: | ||
| Name: | Xxxx Xxx | |
| Title: | Treasurer | |
| Date: | __/__/2022 | |
2
APPENDIX A
TO
ADMINISTRATIVE AGENCY AGREEMENT
LIST OF FUNDS
Dated as of ________, 2022
The following is a list of Funds for which Accounting Agent shall serve under the Administrative Agency Agreement dated as of September 24, 2021:
| FUND | DATE ADDED |
| AXS Astoria Inflation Sensitive ETF | May 18, 2022 |
| AXS Change Finance ESG ETF | May 18, 2022 |
| AXS 2X Innovation ETF | May 18, 2022 |
| AXS Short China Internet ETF | May 18, 2022 |
| AXS 2X TSLA Bear Daily ETF | May 18, 2022 |
| AXS 2X TSLA Bull Daily ETF | May 18, 2022 |
| AXS 2X NDVA Bear Daily ETF | May 18, 2022 |
| AXS 2X NDVA Bull Daily ETF | May 18, 2022 |
| AXS 2X COP Bear Daily ETF | May 18, 2022 |
| AXS 2X COP Bull Daily ETF | May 18, 2022 |
| AXS 2X BA Bear Daily ETF | May 18, 2022 |
| AXS 2X XX Xxxx Daily ETF | May 18, 2022 |
| AXS 2X PYPL Bear Daily ETF | May 18, 2022 |
| AXS 2X PYPL Bull Daily ETF | May 18, 2022 |
| AXS 2X WFC Bear Daily ETF | May 18, 2022 |
| AXS 2X WFC Bull Daily ETF | May 18, 2022 |
| AXS 2X PFE Bear Daily ETF | May 18, 2022 |
| AXS 2X PFE Bull Daily ETF | May 18, 2022 |
| AXS 2X CRM Bear Daily ETF | May 18, 2022 |
| AXS 2X CRM Bull Daily ETF | May 18, 2022 |
| AXS 2X NKE Bear Daily ETF | May 18, 2022 |
| AXS 2X NKE Bull Daily ETF | May 18, 2022 |
| AXS FOMO ETF | August 5, 2022 |
| AXS SHORT INNOVATION DAILY ETF | August 5, 2022 |
| AXS SHORT DE-SPAC DAILY ETF | August 5, 2022 |
| AXS DE-SPAC ETF | August 5, 2022 |
| AXS SPAC AND NEW ISSUE ETF | August 5, 2022 |
| AXS Green Alpha ETF | September 29, 2022 |
| AXS First Priority CLO Bond ETF | October 14, 2022 |
| AXS Esoterica NextG Economy ETF | _________, 2022 |
