0001398344-21-024075 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND
Investment Advisory Agreement • December 17th, 2021 • Investment Managers Series Trust II • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of ____________, 2021, 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 Embassy Asset Management LLC, a Delaware limited liability company (the “Advisor”).

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SUB-ADVISORY AGREEMENT BETWEEN EMBASSY ASSET MANAGEMENT LLC AND TANGENCY CAPITAL INVESTMENT ADVISORY LTD.
Sub-Advisory Agreement • December 17th, 2021 • Investment Managers Series Trust II • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _______________, 2021, is entered into by and between Embassy Asset Management LLC, a limited liability company with its principal office and place of business at 1200 Morris Turnpike, Suite 3005, Short Hills NJ 07078 (the “Advisor”), and Tangency Capital Investment Advisory Ltd., a limited company organized under the laws of Bermuda with its principal office and place of business at Wessex House 3rd Floor, 45 Reid Street, Hamilton HM 12, Bermuda (the “Sub-advisor”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 17th, 2021 • Investment Managers Series Trust II

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2021, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the Embassy Ambassador Fund (the “Fund”), and ______________________________ (the "Purchaser").

Distribution Agreement
Distribution Agreement • December 17th, 2021 • Investment Managers Series Trust II

THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between IMST Distributors, LLC (the “Distributor”) and Investment Managers Series Trust II (“Fund Company”).

INVESTMENT MANAGERS SERIES TRUST II OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 17th, 2021 • Investment Managers Series Trust II • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 2021, 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, Embassy Asset Management LLC, a Delaware limited liability company (the “Advisor”).

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