0001398344-16-021151 Sample Contracts

INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND VIVALDI ASSET MANAGEMENT, LLC
Investment Advisory Agreement • November 28th, 2016 • 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 Vivaldi Asset Management, LLC, a Limited Liability Company (the “Advisor”).

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FORM OF SUB-ADVISORY AGREEMENT BETWEEN VIVALDI ASSET MANAGEMENT, LLC AND CRESCAT PORTFOLIO MANAGEMENT, LLC
Sub-Advisory Agreement • November 28th, 2016 • Investment Managers Series Trust II • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of December __, 2016, is entered into by and between Vivaldi Asset Management, LLC, a Limited Liability Company with its principal office and place of business at 225 W. Wacker, Suite 2100, Chicago, IL 60606 (the “Advisor”) and Crescat Portfolio Management, LLC, a Limited Liability Company with its principal office and place of business at 1560 Broadway, Suite 2270, Denver, CO 80202 (the “Sub-advisor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 28th, 2016 • Investment Managers Series Trust II

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of December 2016, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the Vivaldi Multi-Strategy Fund (the “Fund”), and ______________________________ (the "Purchaser").

INVESTMENT MANAGERS SERIES TRUST II FORM OF OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • November 28th, 2016 • Investment Managers Series Trust II • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is dated as of December 16, 2016, 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, Vivaldi Asset Management, LLC (the “Advisor”).

CUSTODY AGREEMENT
Custody Agreement • November 28th, 2016 • Investment Managers Series Trust II

The following series of Investment Managers Series Trust II ("Funds"), a registered open-end management investment company are hereby made parties to the Custody Agreement dated October 16, 2013, with UMB Bank, n.a. ("Custodi an") and Investment Managers Series Trust II (the "Trust"), and agree to be bound by all the terms and conditions contained in said Agreement as of the date that each such series becomes a series of the Trust:

FORM OF SUB-ADVISORY AGREEMENT BETWEEN VIVALDI ASSET MANAGEMENT, LLC AND RIVERNORTH CAPITAL MANAGEMENT, LLC
Sub-Advisory Agreement • November 28th, 2016 • Investment Managers Series Trust II • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, 2016, is entered into by and between Vivaldi Asset Management, LLC, a Limited Liability Company with its principal office and place of business at 225 W. Wacker, Suite 2100, Chicago, IL 60606 (the “Advisor”) and RiverNorth Capital Management, LLC, a Delaware limited liability company with its principal office and place of business at 325 N. LaSalle Street, Suite 645, Chicago, IL 60654 (the “Sub-advisor”).

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