0001213900-24-069016 Sample Contracts

AUTHORIZED PARTICIPANT AGREEMENT INVESTMENT MANAGERS SERIES TRUST II
Authorized Participant Agreement • August 14th, 2024 • Investment Managers Series Trust II • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between ALPS Distributors, Inc. (the “Distributor”) and _________________ (the “Authorized Participant” or the “AP”) (National Securities Clearing Corporation (“NSCC”) Number _____), and is subject to acceptance by Brown Brothers Harriman & Co. (the “Transfer Agent”). The Transfer Agent serves as the transfer agent for the Investment Managers Series Trust II (the “Trust”). The Distributor, the Transfer Agent and the Authorized Participant acknowledge and agree that the Trust shall be a third party beneficiary of this Agreement, and shall receive the benefits contemplated by this Agreement, to the extent specified herein. The Distributor has been retained to provide services as principal underwriter of the Trust acting on an agency basis in connection with the sale and distribution of shares of beneficial interest, all without par value (sometimes referred to as “Shares”), of each of the separate investment p

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 14th, 2024 • Investment Managers Series Trust II

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2024, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the AXS Tradr ETFs (the “Funds”), and ______________________________ (the "Purchaser").

THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND axs investments LLC
Investment Advisory Agreement • August 14th, 2024 • Investment Managers Series Trust II • Delaware

THIS THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of July 24, 2024 to the Investment Advisory Agreement dated May 3, 2022 (the “Prior Agreement”), as amended July 14, 2022 and December 16, 2022, 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 Corporation (the “Advisor”).

INVESTMENT MANAGERS SERIES TRUST II FOURTH AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • August 14th, 2024 • Investment Managers Series Trust II • Delaware

THIS FOURTH AMENDED AND RESTATED OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”), dated as of July 24, 2024, 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”).

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