0001398344-22-018015 Sample Contracts

SUB-ADVISORY AGREEMENT BETWEEN AXS INVESTMENTS LLC AND GREEN ALPHA ADVISORS, LLC
Sub-Advisory Agreement • September 2nd, 2022 • Investment Managers Series Trust II • Delaware

THIS SUB-ADVISORY AGREEMENT (the "Agreement"), dated as of _______________, 2022, is entered into by and between AXS Investments LLC, a Delaware limited liability company with its principal office and place of business at 181 Westchester Avenue, Port Chester, New York 10573 (the "Advisor") and Green Alpha Advisors, LLC, a Colorado limited liability company with its principal office and place of business at 287 Century Circle, Suite 201 – Louisville, CO 80027 (the "Sub-advisor").

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FORM OF AUTHORIZED PARTICIPANT AGREEMENT [TRUST NAME]
Authorized Participant Agreement • September 2nd, 2022 • Investment Managers Series Trust II • New York

This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by [Name of Transfer Agent/Index Receipt Agent] (the “[Transfer Agent/Index Receipt Agent]”), and is further subject to acknowledgement and agreement by [Name of Trust Trust] (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”), solely with respect to Sections 4(c) and 12(c) herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).

amended and restated INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST II AND AXS INVESTMENTS LLC
Investment Advisory Agreement • September 2nd, 2022 • Investment Managers Series Trust II • Delaware

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the "Agreement"), dated as of _________, 2022 to the Investment Advisory Agreement dated December 30, 2021 (the "Prior Agreement"), 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 company (the "Advisor").

SUBSCRIPTION AGREEMENT
Subscription Agreement • September 2nd, 2022 • Investment Managers Series Trust II

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______ 2022, between Investment Managers Series Trust II, a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the AXS Green Alpha ETF (the “Fund”), and ______________________________ (the "Purchaser").

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