0001398344-19-012320 Sample Contracts

Form of INVESTMENT ADVISORY AGREEMENT BETWEEN [SUBSIDIARY NAME] AND AXS INVESTMENTS LLC
Investment Advisory Agreement • July 22nd, 2019 • Investment Managers Series Trust II • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of ____________, is entered into by and between [Subsidiary Fund Name], a Cayman Islands company, (the “Fund”), and AXS Investments LLC, a Delaware limited liability company (the “Advisor”).

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Northern Lights Fund Trust [17605 Wright Street, Suite 2 Omaha, Nebraska 68130] Investment Managers Series Trust II 235 West Galena Street Milwaukee, Wisconsin 53212
Agreement and Plan of Reorganization • July 22nd, 2019 • Investment Managers Series Trust II

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [ ], 2019, by and among Northern Lights Fund Trust (the “Northern Lights Trust”), a Delaware statutory trust, on behalf of its series Equinox MutualHedge Futures Strategy Fund (the “Acquired Fund”), and Investment Managers Series Trust II (the “IMST II Trust”), a Delaware statutory trust, on behalf of its series AXS Managed Futures Strategy Fund (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

INVESTMENT MANAGERS SERIES TRUST II FORM OF OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • July 22nd, 2019 • Investment Managers Series Trust II • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 20__, 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, a Delaware limited liability company (the “Advisor”).

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