0000910472-05-000127 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii • New York

AGREEMENT, dated as of December 7th, 2004 between the MERIT ADVISORS INVESTMENT TRUST II , a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 11032 Quail Creek Road, Suite 105, Oklahoma City, Oklahoma 73120-6208 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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FUND ACCOUNTING SERVICE AGREEMENT between MERIT ADVISORS INVESTMENT TRUST II and INDEX
Fund Accounting Service Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii • New York

AGREEMENT made as of the 7th day of December 2004, by and between MERIT ADVISORS INVESTMENT TRUST II, a Delaware statutory trust, having its principal office and place of business at 11032 Quail Creek Road, Suite 105, Oklahoma City, Oklahoma 73120-6208 (the "Trust") and Gemini Fund Services, LLC, a Nebraska limited liability company having its principal office and place of business at the Hauppauge Corporate Center, 150 Motor Parkway, Suite 205, Hauppauge, New York 11788 (“GFS”).

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TRANSFER AGENCY SERVICE AGREEMENT
Transfer Agency Service Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii • New York

AGREEMENT made this 7th day of December 2004, by and between the MERIT ADVISORS INVESTMENT TRUST II, a Delaware statutory trust, having its principal office and place of business at 11032 Quail Creek Road, Suite 105, Oklahoma City, Oklahoma 73120-6208 (the “Trust”), and Gemini Fund Services, LLC, a Nebraska limited liability company having its principal office at 150 Motor Parkway, Hauppauge, NY 11788 (“GFS”).

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UNDERWRITING AGREEMENT Between MERIT ADVISORS INVESTMENT TRUST II and AQUARIUS FUND DISTRIBUTORS, LLC
Underwriting Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii • Nebraska

AGREEMENT made this ____ day of ________________ 200__, by and between MERIT ADVISORS INVESTMENT TRUST II, a Delaware statutory trust, having its principal office and place of business at ________________________________________ (the “Trust”), and AQUARIUS FUND DISTRIBUTORS, LLC, a Nebraska limited liability company having its principal office and place of business at 4020 South 147th Street, Omaha, Nebraska 68137 (“AFD”).

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ADMINISTRATION SERVICE AGREEMENT between
Service Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii • New York

AGREEMENT made as of the 7 day of December 2004, by and between MERIT ADVISORS INVESTMENT TRUST II, a Delaware statutory trust, having its principal office and place of business at 11032 Quail Creek Road, Suite 105, Oklahoma City, Oklahoma 73120-6208 (the "Trust") and Gemini Fund Services, LLC, a Nebraska limited liability company having its principal office and place of business at the Hauppauge Corporate Center, 150 Motor Parkway, Suite 205, Hauppauge, New York 11788 (“GFS”).

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INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii • Delaware

This Investment Sub-advisory Agreement ("Agreement") is made and entered into as of ______________,2005, by and between Merit Advisors, Inc., an Oklahoma corporation ("Advisor") and Avondale Investments, LLC, a Oklahoma limited liability company ("Sub-Advisor").

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EXPENSE LIMITATION AGREEMENT MERIT ADVISORS INVESTMENT TRUST II
Expense Limitation Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii

This Agreement is made and entered into effective as of _________, 2005, by and between the Merit Tactical Treasury Fund II (the "Fund"), a series of shares of the Merit Advisors Investment Trust II, a Delaware statutory trust (the "Trust") and Merit Advisors, Inc., an Oklahoma corporation (the "Advisor").

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii • Delaware

This Agreement is made and entered into effective as of __________2005, by and between the Merit Advisors Investment Trust II, a Delaware statutory trust (the "Trust") on behalf of the Merit Tactical Treasury Fund II, a series of shares of the Trust (the "Fund"), and Merit Advisors, Inc., an Oklahoma corporation (hereinafter referred to as "Advisor").

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UNDERWRITING AGREEMENT ADDENDUM A-1 Merit Tactical Treasury Fund II No Load Shares
Underwriting Agreement • June 28th, 2005 • Merit Advisors Investment Trust Ii

For services performed hereunder, the AFD shall invoice the Trust and the Trust shall pay ___% per annum of each Fund’s average daily net assets, payable monthly in arrears, subject to a minimum annual fee of $____ per Fund, per share class.

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ADDENDUM TO SCHEDULE II Merit Tactical Treasury Fund II No Load Shares
Custody Agreement Addendum • June 28th, 2005 • Merit Advisors Investment Trust Ii
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