Exhibit 99.28(l)(2)
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION
AGREEMENT is entered into as of the [__]th day of [___], 2022 between Investment Managers Series Trust II, a statutory
trust organized and existing under the laws of Delaware (the “Trust”) on behalf of the Xxxxxxx Capital Small Cap Value
Fund (the “Fund”), and ______________________________ (the “Purchaser”).
THE PARTIES
HEREBY AGREE AS FOLLOWS:
1. PURCHASE
AND SALE OF THE SHARES
1.1 SALE AND
ISSUANCE OF SHARES. Subject to the terms and conditions of this Agreement, the Trust agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Trust, shares of beneficial interest of the Fund (the “Shares”), par value $0.01, in amounts
and at the prices set forth below with respect to each class:
Fund—Share
Class |
Shares
of
beneficial
interest |
Price
Per
Share |
Aggregate
Purchase Price |
Xxxxxxx Capital Small Cap Value Fund – Institutional Class
|
|
|
|
Xxxxxxx
Capital Small Cap Value Fund – Investor Class |
|
|
|
The aggregate proceeds for the Shares
to be paid by Purchaser to the Trust hereunder shall be $ .
2. REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants to, and covenants for the benefit of, the
Trust that:
2.1 PURCHASE
ENTIRELY FOR OWN ACCOUNT. This Agreement is made by the Trust with the Purchaser in reliance upon the Purchaser’s representation
to the Trust, which by the Purchaser’s execution of this Agreement the Purchaser hereby confirms, that the Shares are being acquired
for investment for the Purchaser’s own account, and not as a nominee or agent and not with a view to the resale or distribution
by the Purchaser of any of the Shares, and that the Purchaser has no present intention of selling, granting any participation in,
or otherwise distributing the Shares, in either case in violation of any securities registration requirement under applicable law,
but subject nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control.
By executing this Agreement, the Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to
any of the Shares.
2.2 INVESTMENT
EXPERIENCE. The Purchaser acknowledges that it can bear the economic risk of the investment for an indefinite period of time and
has such knowledge and experience in financial and business matters (and particularly in the business in which the Trust operates)
as to be capable of evaluating the merits and risks of the investment in the Shares. The Purchaser is an “accredited investor”
as defined in Rule 501(a) of Regulation D under the 1933 Act.
2.3 RESTRICTED
SECURITIES. The Purchaser understands that the Shares are characterized as “restricted securities” as defined in paragraph
(a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) inasmuch as they are being acquired from the Trust
in a transaction not
involving a public offering and
that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain
circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act
and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder.
2.4 FURTHER
LIMITATIONS ON DISPOSITION. The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion
of the Shares unless and until:
(a) There is
then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance
with such registration statement; or
(b) The Purchaser
shall have furnished the Trust with an opinion of counsel, reasonably satisfactory to the Trustees, that such disposition will
not require registration of such Shares under the 1933 Act.
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first above written.