FORM OF INVESTMENT ADVISORY AGREEMENT
BETWEEN
INVESTMENT MANAGERS SERIES TRUST II

AND

Kennedy Capital Management, Inc.

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 Kennedy Capital Management, Inc., an S Corporation (the “Advisor”).

WHEREAS, the Advisor has agreed to furnish investment advisory services to each Fund, each a series of the Trust, which is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Advisor is willing to furnish such services upon the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:

1. In General. The Advisor agrees, all as more fully set forth herein, to act as investment advisor to each Fund with respect to the investment of the Fund’s assets and to supervise and arrange for the purchase of securities for and the sale of securities held in the investment portfolio of the Fund.

2. Duties and Obligations of the Advisor with Respect to Investment of Assets of Each Fund.

(a) Subject to the succeeding provisions of this section and subject to the direction and control of the Trust’s Board of Trustees, the Advisor shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of each Fund’s assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Fund and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund; (ii) supervise the investment program of the Fund and the composition of its investment portfolio; (iii) arrange, subject to the provisions of paragraph 3 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Fund; (iv) keep the Trust fully informed with regard to each Fund’s investment performance and investment mandate compliance; and (v) furnish the Trust with such other documents and information as the Trust may from time to time reasonably request.

(b) In performing its duties under this Section 2 with respect to a Fund, the Advisor may choose to delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisors. If the Advisor chooses to do so, such delegation may include but is not limited to delegating the voting of proxies relating to the Fund’s portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-advisor; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act; and provided, further, that no such delegation shall relieve the Advisor from its duties and obligations of management and supervision of the management of the Fund’s assets pursuant to this Agreement and to applicable law. If the Advisor delegates any of its duties and obligations under this Agreement with respect to a Fund to one or more investment sub-advisors, then subject to the requirements of the 1940 Act the Advisor shall have (i) overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) full discretion to select new or additional investment sub-advisors for the Fund; (iii) full discretion to enter into and materially modify existing sub-advisory agreements with investment sub-advisors; (iv) full discretion to terminate and replace any investment sub-advisor; and (v) full investment discretion to make all determinations with respect to the investment of the Fund’s assets not then managed by an investment sub-advisor. In connection with the Advisor’s responsibilities with respect to any sub-advised Fund, the Advisor shall (i) assess the Fund’s investment focus and investment strategy for each sub-advised portfolio of the Fund; (ii) perform diligence on and monitor the investment performance and adherence to compliance procedures of each investment sub-advisor providing services to the Fund; and (iii) seek to implement decisions with respect to the allocation and reallocation of the Fund’s assets among one or more current or additional investment sub-advisors from time to time, as the Advisor deems appropriate, to enable the Fund to achieve its investment goals. The Advisor shall notify the Trust in writing of any change of control of the Sub-advisor at least 90 days prior to any such changes and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Sub-Advisor. In addition, the Advisor shall monitor compliance by each investment sub-advisor of a Fund with the investment objectives, policies and restrictions of the Fund, and review and periodically report to the Board of Trustees of the Trust on the performance of each investment sub-advisor.

3. Covenants. In the performance of its duties under this Agreement, the Advisor:

(a) shall at all times conform to, and act in accordance with, any requirements imposed by: (i) the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and all applicable Rules and Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any other applicable provision of law; (iii) the provisions of the Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objectives and policies of each Fund as set forth in its Registration Statement on Form N-1A; and (v) compliance policies and procedures of the Trust adopted by the Board of Trustees of the Trust;

(b) will, with respect to each Fund’s assets not managed by an investment sub-advisor, place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Advisor will attempt to obtain the best price and the most favorable execution of its orders. In placing orders, the Advisor will consider the experience and skill of the firm’s securities traders as well as the firm’s financial responsibility and administrative efficiency. Consistent with this obligation, the Advisor may select brokers on the basis of the research, statistical and pricing services they provide to the Fund and other clients of the Advisor. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Advisor hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Advisor determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Advisor to the Fund and its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. In no instance, however, will the Fund’s securities be purchased from or sold to the Advisor, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law;

(c) will treat confidentially and as proprietary information of each Fund all records and other information relative to the Fund, and the Fund’s prior, current or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld when the Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund;

(d) will maintain errors and omissions insurance in an amount at least equal to that disclosed to the Board of Trustees in connection with its approval of this Agreement, or will provide the Trust with at least 30 days’ advance written notice if the Advisor obtains such insurance in a lesser amount;

(e) will supply such information to the Trust’s co-administrators and permit such compliance inspections by the Trust’s co-administrators as shall be reasonably necessary to permit the co-administrators to satisfy their obligations and respond to the reasonable requests of the Board of Trustees, including without limitation full copies of all letters received by the Advisor during the term of this Agreement from the staff of the U.S. Securities and Exchange Commission regarding its examination of the activities of the Advisor; and

(f) will use its best efforts to assist the Trust and each Fund in implementing the Trust’s disclosure controls and procedures, and will from time to time provide the Trust a written assessment of its compliance policies and procedures that is reasonably acceptable to the Trust to enable the Trust to fulfill its obligations under Rule 38a-1 under the 1940 Act.

4. Services Not Exclusive. Nothing in this Agreement shall prevent the Advisor or any officer, employee or affiliate thereof from acting as investment advisor for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Advisor or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Advisor will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.

5. Books and Records. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Advisor hereby agrees that all records which it maintains for each Fund are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trust’s request. The Advisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act. Notwithstanding anything in this Agreement to the contrary, and to the extent permitted by applicable law, the Trust will not object to the Advisor maintaining copies of any such records, including the performance records of each Fund, and will not object to the Advisor using such performance records to promote its services to other accounts, including other fund accounts.

6. Agency Cross and Rule 17a-7 Transactions. From time to time, the Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Advisor’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. The Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory client’s consent. This prohibition exists because when the Advisor makes an investment decision on behalf of an advisory client (in contrast to a brokerage client that makes its own investment decisions), and the Advisor or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisor’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Advisor or its affiliates to participate in agency cross transactions involving an Account, provided that the Advisor agrees that it will not arrange purchases or sales of securities between a Fund and an Account advised by the Advisor unless (a) the purchase or sale is in accordance with applicable law (including Rule17a-7 under the 1940 Act) and the Trust’s policies and procedures, (b) the Advisor determines that the purchase or sale is in the best interests of the Fund, and (c) the Trust’s Board of Trustees has approved these types of transactions. The Trust may revoke its consent at any time by written notice to the Advisor.

7. Expenses. During the term of this Agreement, each Fund will bear all expenses not expressly assumed by the Advisor incurred in the operation of the Fund and the offering of its shares. Without limiting the generality of the foregoing:

(a) Each Fund shall pay (i) fees payable to the Advisor pursuant to this Agreement; (ii) the cost (including brokerage commissions, transaction fees or charges, if any) incurred in connection with purchases and sales of the Fund’s portfolio securities and other investments and any losses in connection therewith; (iii) expenses of organizing the Fund; (iv) filing fees and expenses relating to registering and qualifying and maintaining the registration and qualification of the Fund’s shares for sale under federal and state securities laws; (v) the Fund’s share of compensation, fees and reimbursements paid to the Trust’s non-interested Trustees; (vi) fees or expenses of custodians, transfer agents, registrars, independent pricing vendors or other service providers (except sub-advisors); (vii) legal and accounting expenses, including costs for local representation in the Trust’s jurisdiction of organization and fees and expenses of special counsel, if any, for the Trust’s non-interested Trustees; (viii) all federal, state and local taxes (including stamp, excise, income and franchise taxes) and the preparation and filing of all returns and reports in connection therewith; (ix) cost of certificates, if any, and delivery to purchasers; (x) expenses of preparing and filing reports with federal and state regulatory authorities; (xi) the Fund’s share of expenses of shareholders’ meetings, meetings of the Board or any committee thereof, and other meetings of the Trust; (xii) expenses of preparing, printing and distributing proxy statements (unless otherwise agreed to by the Trust and the Advisor); (xiii) costs of any liability, uncollectible items of deposit and other insurance or fidelity bonds; (xiv) any costs, expenses or losses arising out of any liability of or claim for damage or other relief asserted against the Fund for violation of any law; (xv) expenses of preparing, typesetting, printing and distributing prospectuses and statements of additional information and any supplements thereto, and reports, statements, notices and dividends to the Fund’s shareholders; (xvi) shareholder servicing fees; (xvii) interest; (xviii) governmental fees; (xix) costs, including interest expenses and loan commitment fees, of borrowing money; (xx) website costs; (xxi) the Fund’s share of compensation, fees and expenses of the Trust’s chief compliance officer and any employees of the Trust; (xxii) audit fees; and (xxiii) the Fund’s share of litigation expenses and any non-recurring or extraordinary expenses as may arise, including, without limitation, expenses relating to the Trust’s obligation to indemnify others; and

(b) the Advisor shall pay all expenses incurred by it in the performance of its duties under this Agreement, including all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, and all fees of any sub-advisors.

8. Compensation of the Advisor. Each Fund agrees to pay to the Advisor and the Advisor agrees to accept as full compensation for all services rendered by the Advisor pursuant to this Agreement, a fee accrued daily and paid monthly in arrears at an annual rate listed in Appendix A with respect to the Fund’s average daily net assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. The fee payable to the Advisor under this Agreement will be reduced to the extent required by any expense limitation agreement. The Advisor may voluntarily absorb certain Fund expenses or waive all or a portion of its fee.

9. Advisor’s Liability. The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in each Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the co-administrators or the Trust or another third party for inclusion therein. The Advisor will not be liable for any error of judgment or mistake of law or for any loss suffered by Advisor or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties under this Agreement.

10. Duration and Termination. This Agreement shall become effective with respect to each Fund as of the corresponding effective date indicated in Appendix A and, unless sooner terminated with respect to a Fund as provided herein, shall continue in effect for a period of two years as to such Fund. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided such continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and entitled to vote, and (b) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time as to a Fund, without the payment of any penalty, upon giving the Advisor 60 days’ notice (which notice may be waived by the Advisor), provided that such termination by the Trust shall be directed or approved (x) by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Fund at the time outstanding and entitled to vote, or (y) by the Advisor on 60 days’ written notice (which notice may be waived by the Trust). This Agreement will also immediately terminate in the event of its assignment. (As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested person” and “assignment” shall have the same meanings of such terms in the 1940 Act.)

11. Notices. Any notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is mailed first class postage prepaid.

12. Amendment of this Agreement. This Agreement may only be amended by an instrument in writing signed by the parties hereto. Any amendment of this Agreement shall be subject to the 1940 Act.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. Any legal suit, action or proceeding related to, arising out of or concerning this Agreement shall be brought only in the Court of Chancery of the State of Delaware unless the Trust, in its sole discretion, consents in writing to an alternative forum, or if such action may not be brought in that court, then such action shall be brought in any other court in the State of Delaware with jurisdiction (the “Designated Courts”). Each party (a) consents to jurisdiction in the Designated Courts, (b) waives any objection to venue in either Designated Court, and (c) waives any objection that either Designated Court is an inconvenient forum.

14. Use of the Names of the Fund. The Advisor has consented to the use by each Fund of the name or identifying word “Kennedy” in the name of the Fund. Such consent is conditioned upon the employment of the Advisor as the investment advisor to the Fund. The name or identifying word “Kennedy” may be used from time to time in other connections and for other purposes by the Advisor and any of its affiliates. The Advisor may require any Fund to cease using “Kennedy” in the name of the Fund and in connection with the Fund’s operations if the Fund ceases to employ, for any reason, the Advisor, any successor thereto or any affiliate thereof as investment advisor.

15. Additional Limitation of Liability. The parties hereto are expressly put on notice that a Certificate of Trust, referring to the Trust’s Agreement and Declaration of Trust (the “Certificate”), is on file with the Secretary of the State of Delaware. The Certificate was executed by a trustee of the Trust on behalf of the Trust as trustee, and not individually, and, as provided in the Trust’s Agreement and Declaration of Trust, the obligations of the Trust are not binding on the Trust’s trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust, or the particular series in question, as the case may be. Further, the liabilities and obligations of any series of the Trust shall be enforceable only against the assets belonging to such series, and not against the assets of any other series.

16. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors. This Agreement does not, and is not intended to, create any third-party beneficiary or otherwise confer any rights, privileges, claims or remedies upon any shareholder or other person other than the parties and their respective successors and permitted assigns.

17. Counterparts. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement.

IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.

Appendix A

INVESTMENT MANAGERS SERIES TRUST II

OPERATING EXPENSES LIMITATION AGREEMENT

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of ______________, 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, Kennedy Capital Management, Inc. (the “Advisor”).

WITNESSETH:

WHEREAS, the Advisor renders advice and services to each Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Trust and the Advisor dated _____________ (the “Investment Advisory Agreement”); and

WHEREAS, each Fund is responsible for, and has assumed the obligation for, payment of certain expenses of such Fund pursuant to the Investment Advisory Agreement that have not been assumed by the Advisor; and

WHEREAS, the Advisor desires to limit the Operating Expenses (as defined in Paragraph 2 herein) of each Fund (or as applicable each class of each Fund set forth in Appendix A (each a “Class”)), for the Expense Limitation Period (as defined in Paragraph 2 herein) pursuant to the terms and provisions of this Agreement, and the Trust (on behalf of each Fund) desires to allow the Advisor to implement those limits;

NOW THEREFORE, in consideration of the covenants and the mutual promises hereinafter set forth, the parties, intended to be legally bound hereby, mutually agree as follows:

3. Reimbursement of Fees and Expenses. Any payments to a Fund by the Advisor (with respect to a Class, as applicable) (each a “Subsidy”) pursuant to this Agreement are subject to reimbursement by the Fund (or Class, as applicable) to the Advisor for a period ending three (3) full fiscal years after the date of the Subsidy, if so requested by the Advisor. The reimbursement may be paid by the Fund (or Class, as applicable) if the aggregate amount of the Fund’s (or Class’) Operating Expenses for the fiscal year in which the request for reimbursement is made, taking into account the reimbursement, does not exceed the Annual Limit in place at the time of the Subsidy or the current limitation on the Fund’s (or Class’) Operating Expenses, if less. In no case will the reimbursement amount exceed the total amount of Subsidies made by the Advisor with respect to a Fund (or Class, as applicable) pursuant to this Agreement and no reimbursement will include any amounts previously reimbursed. No reimbursement may be paid prior to the Fund’s payment of current Operating Expenses. Notwithstanding anything to the contrary herein, the provisions of this Paragraph 3 shall survive the termination of this Agreement, provided that the Investment Advisory Agreement has not been terminated. In such event, the Annual Limits for purposes of this Paragraph 3 shall continue to be the amounts listed in Appendix A.

4. Term. This Agreement shall become effective with respect to each Fund (or Class, as applicable), on the date specified in Appendix A (the “Effective Date”) and shall remain in effect through the end of the Fund’s Expense Limitation Period, and shall automatically renew for each Fund for an additional one year period following the end of the Fund’s Expense Limitation Period, unless sooner terminated as provided in Paragraph 5 of this Agreement.

5. Termination. This Agreement may be terminated at any time with respect to any Fund or Class, and without payment of any penalty, by the Board of Trustees of the Trust, on behalf of the Fund, upon sixty (60) days’ written notice to the Advisor. This Agreement may be terminated by the Advisor with respect to any Fund or Class, effective at the end of its then current term, without payment of any penalty upon at least sixty (60) days’ written notice prior to the end of any Expense Limitation Period of the Fund, subject to the consent of the Board of Trustees of the Trust, which consent will not be unreasonably withheld. This Agreement will automatically terminate with respect to any Fund listed in Appendix A if the Investment Advisory Agreement for that Fund is terminated, with such termination effective upon the effective date of the Investment Advisory Agreement’s termination for that Fund.

6. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

7. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

8. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to the conflict of laws principles thereof, provided that nothing herein shall be construed to preempt, or to be inconsistent with, any federal law, regulation or rule, including the Investment Company Act of 1940 and the Investment Advisers Act of 1940, and any rules and regulations promulgated thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested by their duly authorized officers, all on the day and year first above written.

June 25, 2019

Investment Managers Series Trust II
235 West Galena Street
Milwaukee, Wisconsin 53212

Ladies and Gentlemen:

We have acted as counsel to Investment Managers Series Trust II (the “Trust”), a Delaware statutory trust, in connection with Post-Effective Amendment Number 190 to the Trust’s Registration Statement on Form N-1A to be filed with the Securities and Exchange Commission (the “Commission”) on or about June 25, 2019 (the “Registration Statement”), with respect to the issuance of Institutional and Investor Class Shares of beneficial interest (the “Shares”) of the Trust’s Kennedy Capital ESG SMID Cap Fund (the “Fund”). You have requested that we deliver this opinion to you in connection with the Trust’s filing of the Registration Statement.

In connection with the furnishing of this opinion, we have examined the following documents:

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have assumed that the Registration Statement as filed with the Commission will be in substantially the form of the printer’s proof referred to in paragraph (d) above. We have also assumed for the purposes of this opinion that the Certificate of Trust, the Declaration, the By-Laws, and the Resolutions will not have been amended, modified or withdrawn with respect to matters relating to the Shares, and will be in full force and effect on the date of issuance of such Shares.

Investment Managers Series Trust II

June 25, 2019

Page 2

This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

This opinion is limited solely to the Delaware Statutory Trust Act to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to any state or federal securities laws, including the securities laws of the State of Delaware. No opinion is given herein as to the choice of law or internal substantive rules of law that any tribunal may apply to such transactions. In addition, to the extent that the Declaration or the By-Laws refer to, incorporate or require compliance with the Investment Company Act of 1940, as amended (the “1940 Act”), or any other law or regulation applicable to the Trust, except for the Delaware Statutory Trust Act, we have assumed compliance by the Trust with the 1940 Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and sold in accordance with the Declaration, the By-Laws, the Resolutions, and the Registration Statement, will be validly issued, fully paid, and nonassessable by the Trust.

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In rendering this opinion and giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our Firm in the Post-Effective Amendment to the Registration Statement on Form N-1A of Investment Managers Series Trust II regarding the Prospectus and Statement of Additional Information of Kennedy Capital ESG SMID Cap Fund, a series of the Investment Managers Series Trust II.

Philadelphia, Pennsylvania

June 25, 2019

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of __________, between Investment Managers Series Trust II , a statutory trust organized and existing under the laws of Delaware (the "Trust") on behalf of the Kennedy Capital Small Cap Growth Fund (the “Fund”), and ______________________________ (the "Purchaser").

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. PURCHASE AND SALE OF THE SHARES

1.1 SALE AND ISSUANCE OF SHARES. Subject to the terms and conditions of this Agreement, the Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Trust, shares of beneficial interest of the Fund (the “Shares”), par value $0.01, in amounts and at the prices set forth below with respect to each class:

The aggregate proceeds for the Shares to be paid by Purchaser to the Trust hereunder shall be $___________ .

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:

2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made by the Trust with the Purchaser in reliance upon the Purchaser's representation to the Trust, which by the Purchaser's execution of this Agreement the Purchaser hereby confirms, that the Shares are being acquired for investment for the Purchaser's own account, and not as a nominee or agent and not with a view to the resale or distribution by the Purchaser of any of the Shares, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Shares, in either case in violation of any securities registration requirement under applicable law, but subject nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this Agreement, the Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Shares.

2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it can bear the economic risk of the investment for an indefinite period of time and has such knowledge and experience in financial and business matters (and particularly in the business in which the Trust operates) as to be capable of evaluating the merits and risks of the investment in the Shares. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the 1933 Act.

2.3 RESTRICTED SECURITIES. The Purchaser understands that the Shares are characterized as "restricted securities" as defined in paragraph (a)(3) of Rule 144 under the Securities Act of 1933 (the “1933 Act”) inasmuch as they are being acquired from the Trust in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144 thereunder.

2.4 FURTHER LIMITATIONS ON DISPOSITION. The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Shares unless and until:

(a) There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(b) The Purchaser shall have furnished the Trust with an opinion of counsel, reasonably satisfactory to the Trustees, that such disposition will not require registration of such Shares under the 1933 Act.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INVESTMENT MANAGERS SERIES TRUST II

AMENDED AND RESTATED

DISTRIBUTION PLAN

This Amended and Restated Distribution Plan (the “Plan”) is adopted in accordance with Rule 12b–1 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), by Investment Managers Series Trust II, a Delaware statutory trust (the “Trust”), with respect to the series (each a “Fund” and collectively the “Funds”) and classes (each a “Class”) identified on Schedule A attached hereto and incorporated herein.

As a general rule, an investment company may not finance any activity primarily intended to result in the sale of its shares, except pursuant to the Rule. Uncertainty may exist from time to time with respect to whether payments to be made by the Trust to IMST Distributors, LLC (the “Distributor”), which serves as the distributor to various Funds, or to other firms under agreements with respect to the Funds (“Firms”), may be deemed to constitute impermissible distribution expenses. Accordingly, payments by the Trust and expenditures made by others out of monies received from the Trust which are later deemed to be for the financing of any activity primarily intended to result in the sale of Fund shares shall be deemed to have been made pursuant to the Plan.

The provisions of the Plan are as follows:

1. Annual Fee . The Trust will pay to the Distributor an annual fee and the Distributor may use this fee to compensate Firms for the services they provide for the benefit of each Fund and its shareholders, including expenses in connection with the promotion and distribution of the Fund’s shares. The Distributor may compensate such Firms directly or work with the Trust’s service providers to have this fee paid directly by the Fund to such Firms. The annual fee paid will be calculated daily and paid monthly by the Fund based on the average daily net assets of the Fund or Class, as applicable, up to the amount set forth on Schedule A hereto.

2. (A) Expenses Covered by the Plan . The fees paid under Section 1 of the Plan may be used to pay for any expenses primarily intended to result in the sale of shares of each Fund or Class, as applicable (“distribution services”), including, but not limited to: (a) costs of payments, including incentive compensation, made to agents for and consultants to the Distributor or the Trust, including pension administration firms that provide distribution services and broker–dealers that engage in the distribution of the shares of the Fund or Class; (b) payments made to, and expenses of, persons who provide support services in connection with the distribution of shares of the Fund or Class including, but not limited to, personnel of the Distributor or the Fund’s investment advisor (the “Advisor”) and their respective affiliates, office space and equipment, telephone facilities, answering routine inquiries regarding the Fund or Class, and providing any other shareholder services not otherwise provided by the Trust’s other servicing arrangements; (c) payments made pursuant to any dealer agreements between the Distributor and certain broker–dealers, financial institutions and other service providers; (d) costs relating to the formulation and implementation of marketing and promotional activities, including, but not limited to, meetings, presentations, direct mail promotions and television, radio, newspaper, magazine and other mass media advertising; (e) costs of printing and distributing prospectuses, statements of additional information and reports of the Fund to prospective shareholders of the Fund or Class; (f) costs involved in preparing, printing and distributing sales literature pertaining to the Fund or Class; (g) costs involved in obtaining whatever information, analyses and reports with respect to marketing and promotional activities that the Trust may, from time to time, deem advisable; and (h) reimbursement to the Advisor for expenses advanced on behalf of the Fund or Class with respect to such activities. Such expenses shall be deemed incurred whether paid directly by the Distributor or by a third party to the extent reimbursed therefor by the Distributor.

For each Fund or Class of a Fund other than Class C shares, the fee paid pursuant to this paragraph (A) shall not exceed an annual limit of 0.25% of the average daily net assets attributable to the shares of such Fund or Class, as applicable. For Class C shares of a Fund, the fee paid pursuant to this paragraph (A) shall not exceed an annual limit of 0.75% of the average daily net assets attributable to such shares.

(B) Shareholder Liaison Services Fee . Subject to the annual limits specified below, fees paid under Section 1 of the Plan with respect to a Fund or any Class of a Fund may be used to pay for any shareholder liaison services that are not primarily intended to result in the sale of shares of such Fund or Class and are not otherwise provided by the Trust’s transfer agency or other servicing arrangements, including, but not limited to (a) personal services such as responding to customer inquiries and providing information on their investments (b) services related to the maintenance of shareholder accounts; and (c) such other shareholder liaison services as the Fund or the Distributor may reasonably request. Such expenses shall not include transfer agent, custodian, or similar fees; charges for the maintenance of records, recordkeeping and related costs, accounting expenses; or fees for other services that are not covered by the term “service fee” as define in FINRA Notice to Members 93-12. Such expenses shall be deemed incurred whether paid directly by the Distributor or by a third party to the extent reimbursed therefor by the Distributor.

For each Fund or Class of a Fund other than Class C shares, the fee paid pursuant to this paragraph (B) for any annual period shall be limited to (i) 0.25%, minus (ii) any amounts paid with respect to such shares pursuant to paragraph (A) of this Section 2. For Class C shares of a Fund, the fee paid pursuant to this paragraph (B) shall not exceed an annual limit of the lesser of (x) 0.25%, and (y) the annual fee set forth in Schedule A minus any amounts paid with respect to such shares pursuant to paragraph (A) of this Section 2. All percentages in this paragraph refer to the percentages of average daily net assets attributable to the applicable shares of such Class of the Fund.

3. Written Reports . The Distributor shall furnish to the Board of Trustees of the Trust, for its review, on at least a quarterly basis, a written report of the monies paid to it or Firms under the Plan with respect to each Fund, and shall furnish the Board of Trustees of the Trust with such other information as the Board of Trustees may reasonably request in connection with the payments made under the Plan in order to enable the Board of Trustees to make an informed determination of whether the Plan should be continued as to the Fund.

4. Effective Date of Plan and Continuance . The Plan shall take effect with respect to a Fund at such time as it has received requisite Trustee and shareholder approval (if any) with respect to such Fund (the “Effective Date”), as set forth in Schedule A , which may be amended from time to time. The Plan shall continue in effect with respect to such Fund indefinitely, provided that such continuance is approved at least annually by a vote of a majority of the Board of Trustees, and of a majority of the Trustees who are not "interested persons" of the Trust as defined in the 1940 Act and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (the "Independent Trustees"), cast in person at a meeting called for such purpose or by vote of at least a majority of the outstanding voting securities of such class.

5. Termination . The Plan may be terminated at any time with respect to any Fund or Class of any Fund without penalty by vote of a majority of the Independent Trustees or by vote of the majority of the outstanding voting securities of such Fund or Class, as applicable, and any dealer agreement under the Plan may be likewise terminated on not more than sixty (60) days’ written notice. Failure to renew the Plan with respect to any Fund or Class of any Fund on an annual basis shall also constitute termination of the Plan with respect to such Fund or Class. Any dealer agreement under the Plan will also terminate automatically in the event of its assignment, as that term is defined in the 1940 Act. Once either the Plan or a dealer agreement is terminated with respect to any Fund or Class, no further payments shall be made under the Plan or such dealer agreement, as the case may be, relating to the Fund or Class with respect to services performed or costs incurred after the date of termination or with respect to unreimbursed current or carried forward distribution expenses as of the date of termination.

6. Amendments . The Plan may not be amended to increase materially the amount to be spent for distribution services with respect to shares of a Fund or Class, as applicable, pursuant to Section 1 hereof without approval by a majority of the outstanding voting securities of such Fund or Class. All material amendments to the Plan shall be approved by a vote of a majority of the Board of Trustees, and of the Independent Trustees, cast in person at a meeting called for such purpose or in any other manner permitted by the 1940 Act.

7. Selection of Independent Trustees . So long as the Plan is in effect, the selection and nomination of those Trustees who are not interested persons of the Trust will be committed to the discretion of the Trustees who are not themselves interested persons of the Trust.

8. Preservation of Materials . The Trust will preserve copies of the Plan, any agreements relating to the Plan and any report made pursuant to Section 3 above, for a period of not less than six years (the first two years in an easily accessible place) from the date of the Plan, agreement or report.

9. Limitation of Liability . Any obligation of a Fund hereunder shall be binding only upon the assets of the Fund and shall not be binding on any other series of the Trust or any Trustee, officer, employee, agent, or shareholder of the Trust. Neither the authorization of any action by the Board or shareholders of the Fund nor the adoption of the Plan on behalf of the Fund shall impose any liability upon any Trustee or upon any shareholder.

10. Meanings of Certain Terms . As used in the Plan, the terms “assignment,” “interested person,” and “majority of the outstanding voting securities” will be deemed to have the same meaning that those terms have under the 1940 Act and the rules and regulations under the 1940 Act, subject to any exemption that may be granted to the Trust under the 1940 Act by the Securities and Exchange Commission.

11. Severability; Separate Action . If any provision of the Plan shall be held or made invalid by a court decision, rule or otherwise, the remainder of the Plan shall not be affected thereby.

Adopted on September 16, 2013.

[Amended on July 16, 2015.]

INVESTMENT MANAGERS SERIES TRUST II

MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3

Investment Managers Series Trust II (the "Trust") on behalf of its series listed on Schedule A, as amended from time to time, (each a “Fund”) hereby adopts this plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), which sets forth the separate distribution arrangements and expense allocations of each class of shares of each Fund.

CLASS CHARACTERISTICS

Each class of shares of a Fund will represent an interest in the same portfolio of investments of the Fund and be identical in all respects to each other class of shares of the Fund, except as set forth below.

INVESTOR CLASS: Investor Class shares will be subject to a Rule 12b-1 distribution fee with a maximum annual fee of 0.25% of average daily net assets.

INSTITUTIONAL CLASS: Institutional Class shares will not be subject to any Rule 12b-1 fee.

The only differences among each class of shares of a Fund will relate solely to:

(a) distribution fee payments associated with a Rule 12b-1 plan for a particular class of shares and any other costs relating to implementing or amending such plan (including obtaining shareholder approval of such plan or any amendment thereto), which will be borne solely by shareholders of such class;

(b) shareholder service fee payments for a particular class of shares and any other costs relating to implementing or amending such plan, which will be borne solely by shareholders of such class;

(c) different class expenses, which will be limited to the following expenses determined by the Board of Trustees to be attributable to a specific class of shares:

(i) printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxy statements to current shareholders of a specific class;

(ii) Securities and Exchange Commission registration fees and state “blue sky" fees incurred by a specific class;

(iii) litigation or other legal expenses relating to a specific class;

(iv) Trustee fees or expenses incurred as a result of issues relating to a specific class;

(v) accounting expenses relating to a specific class; and

(vi) voting rights related to any Rule 12b-1 Plan affecting a specific class of shares;

(d) different transfer agency fees attributable to a specific class;

(e) exchange privileges; and

(f) class names or designations.

Any additional incremental expenses not specifically identified above that are subsequently identified and determined to be properly applied to one class of shares of a Fund shall be so applied to such class of shares of the Fund upon approval by a majority of the Trustees, including a majority of Trustees who are not interested persons of the Trust.

INCOME AND EXPENSE ALLOCATION

Certain expenses attributable to the Trust, and not to a particular series, will be borne by each series on the basis of the relative aggregate net assets of the series. Expenses that are attributable to a Fund, but not to a particular class thereof, will be borne by each class of the Fund on the basis of relative net assets of the classes. Notwithstanding the foregoing, the investment manager or other service provider may waive or reimburse the expenses of a specific class or classes to the extent permitted under Rule 18f-3 under the 1940 Act.

A class of shares may bear expenses that are directly attributable to such class as set forth above.

DIVIDENDS AND DISTRIBUTIONS

Dividends and other distributions paid by a Fund to each class of shares, to the extent that any dividends are paid, will be calculated in the same manner, at the same time, on the same day, and will be in the same amount, except that any distribution fees, shareholder service fees and class expenses allocated to a class will be borne exclusively by that class.

EXCHANGES

Shareholders may exchange shares of any class of a Fund for shares of a similar share class of another Fund, if any, or for shares of a similar share class of any other series of the Trust for which the Fund’s investment manager serves as investment manager (which other series may be included in another Multiple Class Plan).

CONVERSION OF SHARES

A share conversion is a transaction in which shares of one class of a Fund are exchanged for shares of another class of the Fund. Share conversions can occur between any two share classes of a Fund. In a conversion, a shareholder will receive shares of another class equal to the aggregate net asset value attributable to the shares of the current class held by the shareholder divided by the net asset value per share of the other class. Generally, a shareholder may request a share conversion when a shareholder becomes eligible for another share class of the Fund or no longer meets the eligibility of the share class owned by the shareholder (and another class exists for which the shareholder would be eligible).

In addition, each Fund reserves the right to mandatorily convert shareholders from one class to another if they no longer qualify as eligible for their existing class, or if they become eligible for another class and such conversion does not adversely affect the shareholder. Such mandatory conversions may be as a result of a change in value of an account due to market movements, exchanges or redemptions. A Fund will notify affected shareholders in writing prior to any mandatory conversion.

A share conversion is not expected to result in the recognition of gain or loss by a shareholder for U.S. federal income tax purposes.

GENERAL

Any distribution arrangement of the Trust or any services, including distribution fees pursuant to Rule 12b-1 under the 1940 Act and any initial sales charge or contingent deferred sales charges, will comply with Article III, Section 26 of the Rules of Fair Practice of the National Association of Securities Dealers, Inc.

Any material amendment to this Plan must be approved by a majority of the Board of Trustees of the Trust, including a majority of those Trustees who are not interested persons of the Trust.

* * * * *

SCHEDULE A

Funds

Kennedy Capital ESG SMID Cap Fund

KENNEDY CAPITAL MANAGEMENT, INC.

CODE OF ETHICS

SEPTEMBER 1, 2000

AS AMENDED NOVEMBER 19, 2015

Violations -- Supervised Persons must promptly report to the Adviser’s Chief Compliance Officer or his or her designee(s) (the “CCO”), the Adviser’s Chief Executive Officer (“CEO”) or the Adviser’s Chief Operating Officer (“COO”), any suspected violation of this Code or applicable law (whether the person’s own conduct or the conduct of another person is in question). The Adviser takes violations of this Code or applicable law very seriously, and sanctions may be imposed for violations, up to and including termination of employment. The Adviser prohibits retaliation against Supervised Persons who report known or suspected violations.

Distribution of Code; Acknowledgement of Receipt -- The CCO will distribute a copy of the Code (and any amendments thereto) to each Supervised Person. Each Supervised Person must acknowledge receipt of the same, using the Acknowledgement Form attached hereto as Exhibit A , as amended.

Personal Securities Reports -- This Code includes limitations on, and reporting requirements for, personal securities transactions of Access Persons (as defined in Section II.B below). Technical compliance with this Code’s personal securities transaction requirements will not automatically insulate from scrutiny any personal transactions of any Supervised Person that abuse, or indicate an abuse of, the fiduciary duty that the Adviser and its Supervised Persons owe to Clients.

1

 

CCO Responsibility; Questions About the Code -- The CCO is responsible for implementation of this Code. Accordingly, if you have any question about the requirements of this Code or applicable federal securities laws, or their application to your personal or business activities, you must contact the CCO for guidance before acting.

The CCO will determine which persons meet the definition of Supervised Person (including independent contractors, consultants and temporary employees), inform such person of his or her responsibilities under this Code, and establish and maintain a list of such Supervised Persons.

The CCO will determine which persons meet the definition of Access Person (including independent contractors, consultants and temporary employees), inform such person of his or her responsibilities under this Code, and establish and maintain a list of such Access Persons.

Outside Directors

Under Rule 204A-1 and Rule 17j-1, all directors, officers and partners of an investment adviser whose primary business is providing investment advice (such as the Adviser) are presumed to be Access Persons. This presumption can be rebutted in certain cases. Only the CCO may determine whether to rebut this presumption and in doing so the CCO has the authority to establish any policies and procedures necessary or appropriate to support such determination (e.g., instituting information and access barriers so that the relevant person cannot access the type of Client information described above in the definition of Access Person).

2

 

As of the date of this Code, the CCO has determined that, based on the Adviser’s operations (certain aspects of which are described below), directors who are not employees of the Adviser (“Outside Directors”) will not normally meet the definition of Access Person. In the normal course of their duties for the Adviser, Outside Directors do not:

“Non-public” in this context refers to recommendations or information regarding Client transactions that have not yet been acted upon (or were acted upon within the most recent 15 calendar days), where the transactions have not yet had an impact on the securities markets and the information has not yet been reported to clients.

The Adviser has structured its operations so that under normal circumstances no Outside Director will be provided with or have access to the types of non-public information described above or under the Access Person definition. If, however, the Outside Directors need to obtain such information in order to adequately perform their duties, the CCO may permit the Outside Directors to obtain the information, provided that the Adviser’s Audit Committee authorizes this in writing (this authorization must be appropriately documented in the minutes of the relevant Audit Committee meeting).

Should an Outside Director receive the types of information described above or in the Access Person definition, either by design or inadvertently, the Outside Director will immediately be deemed an Access Person of the Adviser with respect to the relevant Securities and accordingly will be subject to all of the personal trade prohibitions, restrictions and reporting requirements with respect to such Securities.

In addition, Outside Directors are required to immediately notify the CCO if he or she receives any of the types of information described above, whether such receipt is authorized or inadvertent. If such notification is received, the CCO will review the relevant responsibilities under this Code with the Outside Director(s).

It is the responsibility of either the CCO or COO to review all written materials that will be provided to the Adviser’s Board of Directors (the “Board”) for the types of information described above prior to the relevant Board meeting. Such review will be evidenced by the reviewer’s name and date of review. The materials and evidence of review will be maintained in a file. Further, the CCO, COO or a representative from Compliance will attend all Board meetings to monitor for the transmission of such information to the Outside Directors. The CCO, COO or Compliance representative will endeavor to stop the dissemination of such information to any Outside Director during a meeting of the Board before disclosure. Any such “stop” will be recorded in the minutes. It will be the responsibility of the CCO, COO or Compliance representative to enter a statement into the minutes at the start of the Board meeting that the types of information described above and in the Access Person definition may not be discussed or reviewed with, or disclosed or otherwise disseminated to, Outside Directors.

3

 

Based on an evaluation of the circumstances, the CCO may determine that an Outside Director no longer meets the definition of Access Person and may remove the Outside Director from Access Person status. The reasons for any such determination by the CCO to remove an Outside Director from Access Person status must be documented. The Outside Director will remain an Access Person of the Adviser until such time as a written notification regarding the removal of the Outside Director from Access Person status has been provided to the Outside Director. Documentation of the facts leading to the removal of the Outside Director from Access Person status and any written notification will be retained by the CCO.

NOTE : No Supervised Person may provide any information of the type described above or in the Access Person definition to an Outside Director, without the prior approval of the CCO. Should any Supervised Person disseminate any such information or become aware that any such information has been provided to an Outside Director, the Supervised Person must inform the CCO immediately.

An indirect pecuniary interest includes:

4

 

Any Access Person filing a report under this Code can state on the report that he or she disclaims Beneficial Ownership of certain Securities or transactions and that the report is not an admission that the person is the Beneficial Owner of such Securities.

5

 

For clarification, a Security includes shares issued by unit investment trusts and open-end funds (even those that operate as exchange-traded funds), shares issued by closed-end funds, limited partnership interests, interests in foreign unit trusts, foreign mutual funds or similar foreign pooled investment vehicles and interests in private investment funds or hedge funds.

6

 

Thus, a Security is being considered for purchase or sale at the time a research analyst is making a determination whether or not to recommend to a Portfolio Manager the purchase or sale of a Security and at the time a Portfolio Manager is making a determination whether or not to purchase or sell the Security.

Note Regarding Oral Recommendations : The Adviser expects a Supervised Person who receives an oral recommendation (normally, a Portfolio Manager) to recognize when he or she has received such a recommendation and act accordingly for purposes of this Code.

7

 

“Scalping” is the practice of purchasing a stock with knowledge of, and with the intention to benefit from, the distribution of a recommendation to purchase a stock. An example would be the purchase of stock for one’s personal account with knowledge that an analyst was going to publish a buy recommendation on the stock. The person purchasing the stock may have the opportunity to sell his or her Securities at a higher price after the recommendation is released.

8

 

9

 

In order to facilitate compliance with the above, the person requesting clearance is required to make certain representations in the request and include certain information with the request so that the CCO can properly determine whether to permit the transaction (for an example, please see Exhibit B, Pre-Clearance Form for Transactions in Reportable Securities). In considering whether to permit a particular transaction, the CCO will evaluate the information submitted by the requesting party, as well as any other information reasonably necessary or appropriate to determine whether the proposed transaction presents an actual or apparent conflict with the interests of Clients.

Unless otherwise stated by the CCO, the approval is effective for the calendar day that the request was submitted and ultimately approved. If the transaction is not effected on that same day, a new request must be submitted.

10

 

Requests for approval for acquisitions of Securities in a Limited Offering will generally be denied if the issuer has publicly-traded equity securities.

In order to facilitate compliance with the above, the person requesting approval is required to make certain representations in the request and include certain information with the request so that the CCO can properly determine whether to permit the transaction (for an example, please see Exhibit B , Pre-Approval Form for Acquisitions of Any Securities in a Limited Offering). In considering whether to permit a particular transaction, the CCO will evaluate the information submitted by the requesting party, as well as any other information reasonably necessary or appropriate to determine whether the proposed transaction presents an actual or apparent conflict with the interests of Clients.

NOTE : Unlike the pre-clearance requirements in Section III.D. above, there are no exemptions to the pre-approval requirement for Limited Offerings.

The pre-clearance requirement in Section III.D . above does not apply to the following ( these exemptions DO NOT apply to the pre-approval requirement for Limited Offerings in Section III.E . above ):

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Content – Initial Holdings Reports must include: the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount, the name of any broker, dealer or bank with which the Access Person maintains an account in which any Securities are held for the Access Person’s direct or indirect benefit; and the date the Access Person submits the report. Accounts over which the Access Person exercises investment control (including, without limitation, those of “immediate family” members (as defined in Section II.C.1. above) also must be reported on the Initial Holdings Report (even if the Access Person does not have a Beneficial Ownership interest in such account). Initial Holdings Reports must be submitted to the CCO using the form attached hereto as Exhibit C, as amended. The Adviser requests that Access Persons attach account statements to their Initial Holdings Reports in lieu of providing specific holdings information.

Current Information Required – The information included in the Initial Holdings Report must be current as of a date no more than forty-five (45) calendar days prior to the date the person becomes an Access Person, and must include all Reportable Securities and Securities accounts as of the day the person became an Access Person.

Deadline – Ten (10) calendar days after becoming an Access Person.

Reports Must be Filed Even if No Reportable Securities are Held – Access Persons must submit a signed and dated Initial Holdings Report even if the Access Person does not hold reportable securities.

Content – The Quarterly Transactions and New Account Reports must include the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect Beneficial Ownership: the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount; the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); the price of the security at which the transaction was effected; the name of the broker, dealer or bank with or through which the transaction was effected; and the date the Access Person submits the report.

12

 

With respect to any account established by the Access Person in which any Securities were held during the quarter for the direct or indirect benefit of the Access Person, the Quarterly Transactions and New Account Report also must include the name of the broker, dealer or bank with whom the Access Person established the account; and the date the account was established.

It is requested that the Quarterly Transactions and New Account Report be submitted to the CCO using the form attached hereto as Exhibit D, as amended.

Deadline – Quarterly Transactions and New Account Reports must be submitted no later than thirty (30) calendar days after the end of each calendar quarter.

Pre-Cleared/Approved Transactions Still Required to be Reported – Access Persons are required to report all transactions in Reportable Securities, even if the Access Person received prior written clearance or approval for the transaction.

Duplicate Confirmations / Account Statements – Access Persons may satisfy this quarterly reporting requirement by providing (or directing the person’s broker(s) to provide) to the CCO duplicate transaction confirmations and/or Securities account statements, provided that the CCO receives such confirmations or statements no later than thirty (30) calendar days after the end of the applicable calendar quarter and the confirmations/statements include all of the information required by the Transaction Report. However, persons relying on duplicate confirmations and account statements to satisfy their quarterly reporting requirements must still submit to the CCO a signed and dated Quarterly Transactions and New Account Report, .

Be aware that certain transactions will not be included on transaction confirmations or account statements (e.g., privately placed securities) and therefore must be detailed on the Quarterly Transactions and New Account Report, even if the Access Person submits duplicate confirmations or statements for other Reportable Securities transactions effected during the quarter.

Exceptions – Access Persons are not required to report regularly-scheduled transactions effected pursuant to an automatic investment plan (i.e., a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation; such as a dividend reinvestment plan). Access Persons are not required to include on the Quarterly Transactions and New Account Report Reportable Securities transactions held in accounts over which the Access Person has no direct or indirect influence or control such as a Discretionary managed Account or Blind Trust - provided that the CCO receives such duplicate confirmations or statements no later than thirty (30) calendar days after the end of the applicable calendar quarter and the confirmations or statements include all of the information required by the Quarterly Transactions and New Account Report.

13

 

Reports Must be Filed Even if No Transactions – Access Persons must submit a signed and dated Quarterly Transactions and New Account Report for each quarter, even if the Access Person did not engage in any Reportable Securities transactions during the quarter.

Content – Annual Holdings Reports must include the title and type of Security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership, the name of any broker, dealer or bank with which the Access Person maintains any account in which any Securities are held for the Access Person’s direct or indirect benefit, and the date the Access Person submits the report.

NOTE : In lieu of submitting Exhibit E which provides security information for each individual Reportable Security held, the Adviser requests that Access Persons provide (or direct the person’s broker(s) to provide) to the CCO, duplicate securities account statements throughout the year. Access Persons relying on duplicate account statements are requested to submit their annual holdings information using the form attached hereto as Exhibit F, as amended. However, when duplicate account statements cannot be relied upon, Exhibit E (as amended) must be submitted.

Deadline – Annual Holdings Reports must be submitted within forty-five (45) calendar days after the end of every calendar year.

Current Information – Annual Holdings Reports must include information as of December 31.

Reports Must be Filed Even if No Reportable Securities are Held – Access Persons must submit a signed and dated Annual Holdings Report even if the Access Person does not hold reportable securities.

Access Persons shall promptly notify the CCO of any new account opened with a broker-dealer, including Discretionary Managed Accounts and Blind Trusts. Access Persons must provide the CCO with sufficient information so that the CCO can arrange for duplicate confirmations and account statements to be mailed to the Adviser. The form to notify compliance of a newly established Discretionary Managed Account and Blind Trust is attached hereto as Exhibit G (as it may be amended).

14

 

Exhibit H is a form letter that may be used to direct securities intermediaries to send copies of account statements and transaction confirmations to the Adviser.

Supervised Persons are prohibited from revealing information relating to the investment intentions, activities or portfolios of Clients except to persons whose responsibilities require knowledge of the information. Supervised Persons shall maintain all information relating to Client securities holdings and transactions in a confidential and secure manner which prevents access to such material nonpublic information by individuals who do not need the information to perform their duties. Please refer to the Adviser’s privacy policy for more information.

NOTE : Mutual fund clients have their own policies and procedures regarding the confidentiality and disclosure of portfolio holdings and similar information.

15

 

Responsibility for Reviewing Suspected Code Violations – If the CEO or COO receives a report of a suspected Code violation, the CEO or COO will promptly report the same to the CCO. Upon receipt of such a report, or if the CCO otherwise suspects that a violation of this Code may have occurred, the CCO will review and investigate the matter, and will determine whether a violation of the Code has in fact occurred (and, if so, will determine whether to recommend to the Committee the imposition of sanctions and/or whether to address the matter through other means, such as additional training/education). As necessary or appropriate, the CCO may refer any matter to the Committee or otherwise seek guidance from the Committee. Before the CCO (or the Committee, if applicable) determines whether a violation of the Code has occurred, the CCO (or the Committee, as applicable) shall provide the person(s) involved in the matter an opportunity to submit information regarding the matter. Such information may be oral or written, at the CCO’s (or the Committee’s) discretion.

Committee Membership, Voting and Quorum -- The Committee shall consist of the CEO, COO and CCO. The Committee shall vote by majority vote with two members serving as a quorum. Vacancies may be filled and, in the case of extended absences or periods of unavailability, alternates may be selected, by a majority vote of the remaining members of the Committee.

Determining Sanctions -- The Committee is responsible for determining the sanctions that should be imposed in response to a violation. Accordingly, if the CCO has determined that a Supervised Person has violated the Code and has determined to refer the matter to the Committee for the disposition of sanctions, the Committee may impose sanctions and take other actions as it deems necessary or appropriate, including issuing a letter of caution or warning, suspending personal trading rights, suspending employment (with or without compensation), imposing fines, terminating employment, and/or requiring reversal of the transaction(s) in question, disgorgement of profits, forfeiture of profits to a charity, and/or absorption of any loss derived therefrom.

NOTE : Supervised Persons should be aware that any personal securities transaction may be subject to sanctions under this Code as appropriate (e.g., disgorgement of profits, reversal of transactions), even those transactions that were pre-cleared or pre-approved.

Limits on Committee Member Involvement -- No Committee member shall participate in a determination of whether he or she has committed a violation of this Code or in determining the imposition of any sanction against the member. If an action of a Committee member is under consideration, an independent party appointed by the Adviser’s Board shall act in all respects for such Committee member in that regard.

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The CCO shall also furnish such an annual report and certification (both in writing) to the board of directors/trustees of any Fund (either directly or to the Fund’s chief compliance officer) for which the Adviser serves as investment adviser or sub-adviser (“Fund Boards”). Under 1940 Act Rule 17j-1, Fund Boards are required to consider these annual reports (see below).

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The Adviser shall include a description of this Code in Form ADV Part 2A and, upon request, furnish Clients with a copy of the Code.

The Board may amend this Code from time to time. The CCO shall distribute all Code amendments to Supervised Persons and obtain written acknowledgements of receipt from such persons. The CCO also shall provide material Code amendments to Fund Boards (or the Fund’s chief compliance officer) with the certification required by 1940 Act Rule 17j-1 (see Section VII.F . above ).

As previously amended:

November 1, 2006;

November 13, 2008;

November 16, 2012, and;

May 15, 2013.

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EXHIBIT A

CODE OF ETHICS ACKNOWLEDGEMENT FORM

Pursuant to the requirements of the Kennedy Capital Management, Inc. Code of Ethics as Amended November 2015 (“the Code of Ethics”), the undersigned hereby certifies as follows:

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EXHIBIT B

 

PRE-CLEARANCE FORM FOR TRANSACTIONS IN REPORTABLE SECURITIES & PRE-
APPROVAL FORM FOR ACQUISITIONS OF ANY SECURITIES IN A LIMITED OFFERING

 

Pre-Clearance/Pre-Approval Information

 

Name of Requestor:						Transaction:		BUY	SELL
						Date of Purchase:
Date of Request:						( if a sale )
Proposed Transaction Date:						Security Name:
Market Cap:						Security Symbol:
Owned by KCM Clients?			YES	NO		Shares or Amount:
		Type of Offering ( if applicable ):

 

Access Person Representations

 

Inside Information About the Security -- I represent that I do not possess material non-public information regarding the issuer of this Security, and I am not acting on the advice or recommendation of any person (including other Supervised Persons) (a) whom I have reason to believe possesses such material non-public information or (b) who has advised me that he or she has such material non-public information.

 

Client Holdings/Transactions in the Security -- I represent that:

 

1.

I have not placed an order for a transaction in this Security for any Client account today;

2.

I have not caused any Client account to transact in this Security within the last five (5) business days;

3.

today I am not considering this Security for purchase or sale in any Client account; and

4.

I have not considered this Security for purchase or sale in any Client account within the last three (3) business days.

5.

I am not aware that any other Supervised Person has done any of (1) through (4) above.

 

Limit Orders -- If this transaction would be executed pursuant to a limit order that will not expire by the close of business today, I represent that the Security is not a Reportable Security (as defined in Section II.L of the Code of Ethics).

 

Holding Period -- I represent that this transaction will not liquidate or cover any position in any Security issued that I initiated or established within the past thirty (30) calendar days, or, if it will, the transaction falls into one of the following exceptions, as indicated below (please check one if applicable):

 

Yes	No
[    ]	[    ]	As indicated in the first section of this form, the proposed transaction is for not more than 50 shares of any one Reportable Security;
[    ]	[    ]	The market value of the Security to be liquidated or covered has declined more than 15% from its initial market value (and I have included supporting documentation with this request); or
[    ]	[    ]	I have an extraordinary and unanticipated financial demand that requires me to liquidate a major portion of the position in my portfolio (and I have included supporting documentation with this request.

 

NOTE : You may be asked to provide more information about your claim of an exception.

 

Short Sales – I represent that this transaction is not a “short sale” of a Security (including a short sale “against the box” or a transaction economically equivalent to short sales, such as sales of uncovered call options, purchases of put options without owning the underlying Security, and short sales of bonds that are convertible into equity positions) that, to my knowledge, is held in any Client account.

 

Signature of Requestor:

 

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EXHIBIT B

 

Limited Offering Representations and Information

 

I represent that:

 

•

the investment opportunity is available to me for reasons other than my position with KCM;

•

the proposed investment would not usurp a Client’s investment opportunity;

•

I am not aware not aware of any actual or apparent conflict with the interests of Clients; and

•

to my knowledge the issuer does not have any publicly-traded equity securities outstanding.

 

The manner in which this investment opportunity has been made available to me is as follows:

 

 

 

 

 

 

Documentation and information supporting each bullet point above has been included with this pre-approval request.

 

NOTE : You may be asked to provide more information about your request for approval.

 

Signature of Requestor:

 

For Compliance/CCO Use Only

 

	APPROVED	NOT APPROVED
Request:	[  ]	[  ]

 

Reason/Rationale:

 

 

 

 

 

 

 

 

CCO Designated Officer		Date

 

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EXHIBIT C

 

INITIAL HOLDINGS REPORT

 

This form must be submitted to Compliance no later than ten (10) calendar days of becoming a KCM Access Person.

 

Please provide a list of your brokerage accounts and attach a copy of your most recent brokerage statement dated within 45 calendar days. Please use an additional sheet of paper if more space is required.

 

Name		Date Designated as Access Person

 

[    ]	I do not have any reportable securities holdings as of the date indicated above. If such an account will be opened subsequent to the date hereof, I agree to report to the compliance department the necessary documentation prior to the account being opened.
[    ]	I have reportable securities holdings in which I have direct or indirect Beneficial Ownership as of the date indicated above. I have listed on the back of this page those accounts over which I have no direct or indirect influence or control.

 

Brokerage Accounts

 

Account Name	Custodian	Account Number

 

529 Plan Accounts

 

Account Name	Custodian	Account Number

 

Securities Held Outside of the Brokerage Accounts Listed Above

 

Please list all securities held outside of your brokerage accounts listed above, including any securities listed in physical form and provide a copy of any stock certificates or other supporting documentation.

 

Title and Type of Security	Ticker or CUSIP	Shares Held	Principal Amount

 

Investment Clubs

 

[    ]	I am not a member or participant in any investment club.
[    ]	I am a member or participant in the following investment club(s) and I have attached a copy of the most recent account statement dated within 45 calendar days for the investment club(s).

 

Investment Club Name	Position in Club	Custodian	Account Number

 

Certification

 

The undersigned hereby certifies that:

 

1.

I have reviewed the Code of Ethics as Amended November 2015.

2.

I have completed this form as of the date indicated thereon in a true and accurate manner.

3.

I have arranged for KCM to receive duplicate transaction confirms and account statements of securities transactions and holdings which meet the reporting requirements of the Code of Ethics.

 

Signature		Date Submitted

 

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EXHIBIT C

 

INITIAL HOLDINGS REPORT

 

Accounts Over Which I Have No Direct or Indirect Influence or Control

 

[    ]	I do not have any reportable securities holdings as of the date indicated above in which I have retained a trustee or third-party manager to manage. If such an account will be opened subsequent to the date hereof, I agree to report to the compliance department the necessary documentation prior to the account being opened.
[    ]	I have reportable securities holdings in which I have retained a trustee or third-party manager to manage certain of my accounts in which I have direct or indirect Beneficial Ownership as of the date indicated above.

 

The following is a list of accounts in which I have retained a trustee or third-party manager to manage. Please attach a separate sheet of paper if additional accounts need to be listed.

 

Account Name	Account Number	Relationship to Manager
Name of Representative	Custodian
Address	City, State, Zip

 

Account Name	Account Number	Relationship to Manager
Name of Representative	Custodian
Address	City, State, Zip

 

Certification

 

The undersigned hereby certifies that:

 

1.

I have no direct or indirect influence or control over the accounts listed above.

2.

I did not suggest or recommend that the Manager of these accounts listed above make any particular purchases or sales of securities for these accounts since I became an Access Person of KCM.

3.

I did not direct the Manager of these accounts listed above to make any particular purchases or sales of securities for these accounts since I became an Access Person of KCM.

4.

I did not consult with the Manager as to the particular allocation of investments to be made in these accounts listed above since I became an Access Person of KCM.

5.

If my control over the accounts listed above should change in any way, I will immediately notify Compliance of such a change and will provide any required information regarding holdings and transactions in these accounts pursuant to the Code of Ethics.

6.

I have arranged for KCM to receive duplicate confirms and statements of securities transactions and holdings which meet the reporting requirements.

 

Signature		Date Submitted

 

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EXHIBIT D

 

QUARTERLY TRANSACTIONS AND NEW ACCOUNT REPORT

 

This form must be submitted to Compliance no later than thirty (30) calendar days after quarter end.

 

For Calendar Quarter Ended:

 

New Securities Accounts

 

During the quarter referred to above, I established the following accounts in which ANY securities were held for my direct or indirect benefit:

 

Account Name	Date Account was Established	Name of Broker-Dealer, Bank or Other Entity	Account Number

 

[    ]

None. I did not establish any new accounts during the quarter referred to above in which ANY securities were held for my direct or indirect benefit.

 

Transactions in Reportable Securities

 

During the quarter referred to above, the following transactions include all transactions in Reportable Securities of which l had, or by reason of such transactions acquired, direct or indirect Beneficial Ownership, and which are required to be reported pursuant to the Code of Ethics. Please attach a separate sheet of paper if needed to list additional transactions.

 

Date of Transaction	Security Name or Ticker	Nature of Transaction (Purchase, Sale, Other)	Number of Shares or Principal Amount	Interest Rate and Maturity Date (if applicable)	Price	Broker/Dealer, Bank, or Other Entity Through Whom Effected

 

Duplicate Confirmations and Account Statements . As an Access Person, you may satisfy this quarterly reporting requirement by providing (or directing your broker(s) to provide) to the CCO duplicate transaction confirmations and/or securities account statements, provided that the CCO receives such confirmations or statements no later than thirty (30) calendar days after the end of the applicable calendar quarter and the confirmations/statements include all of the information requested above. However, persons relying on duplicate confirmations and account statements to satisfy their quarterly reporting requirements must still submit to the CCO a signed and dated form. Keep in mind that certain types of transactions will not be reflected on confirmations or account statements (e.g., privately-placed securities) and therefore must be detailed on this report, even if you submit duplicate confirmations/statements for other Reportable Securities transactions effected during the quarter.

 

[    ]

None. I did not effect ANY transactions in Reportable Securities of which I had, or by reason of such transactions acquired, direct or indirect Beneficial Ownership.

 

Certification

 

Pursuant to the requirements of the Code of Ethics, as Amended November 2015, the undersigned hereby certifies as follows:

1.

In accordance with the Code of Ethics, I have arranged to have copies of confirmations of transactions in Reportable Securities and Securities account statements submitted to the Kennedy Capital Management, Inc., Compliance Department, PO Box 410647, St. Louis, MO 63141.

2.

Such confirmations and account statements include all of the information that is required by the Code of Ethics to be included in the Quarterly Transactions and New Account Report.

3.

I have received approval in accordance with KCM’s policy prior to the execution of any trades during the calendar quarter specified above.

4.

I have reviewed and understand the Code of Ethics and acknowledge that I am subject to it.

 

Please describe any exceptions on the back of this page.

 

Signature		Date Submitted
Printed Name

 

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EXHIBIT E

 

ANNUAL HOLDINGS REPORT

 

This form must be submitted to Compliance no later than thirty (30) calendar days of year end. All information must be current as of a date no more than 45 days prior to the date this report is being submitted.

 

Name:
For the annual period:

 

If KCM is not currently receiving duplicate trade confirmations and account statements of your securities accounts, you must list each Reportable Security in which you have any direct or indirect Beneficial Ownership that you hold at the end of the date indicated above. Use additional sheets if necessary.

 

Securities Holdings

 

Security Name	Ticker/CUSIP	Type of Security	Interest Rate & Maturity Date (if applicable)	Number of Shares Held	Principal Amount	Year Aquired

 

Brokerage Accounts

 

As of the date indicated above, accounts for my direct or indirect Beneficial Ownership were maintained with the following brokers, dealers, and banks:

 

Account Name	Custodian	Year Established

 

Certification

 

The undersigned hereby certifies that:

 

1.

The list of securities above is a complete listing of all Reportable securities as defined in the KCM Code of Ethics of which I have direct or indirect beneficial ownership as of the date hereof.

2.

I understand that failure to fully disclose all Reportable securities will be considered a violation of the Code.

3.

I have reviewed and understand the KCM Code of Ethics as Amended November 2015, and acknowledge that I am subject to it.

 

Signature		Date Submitted

 

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EXHIBIT F

 

ANNUAL HOLDINGS REPORT

 

This form must be submitted to Compliance no later than thirty (30) calendar days of year end.

 

Name:
For the annual period:

 

[    ]	I do not have any reportable securities holdings as of the date indicated above. If such an account will be opened subsequent to the date hereof, I agree to report to the compliance department the necessary documentation prior to the account being opened.
[    ]	I have reportable securities holdings in which I have direct or indirect Beneficial Ownership as of the date indicated above. I have listed on the back of this page those accounts over which I have no direct or indirect influence or control.

 

Brokerage Accounts

 

Account Name	Custodian	Account Number

 

529 Plan Accounts

 

Account Name	Custodian	Account Number

 

Securities Held Outside of the Brokerage Accounts Listed Above

 

Please list all securities held outside of your brokerage accounts listed above, including any securities listed in physical form and provide a copy of any stock certificates or other supporting documentation.

 

Title and Type of Security	Ticker or CUSIP	Shares Held	Principal Amount

 

Investment Clubs

 

[    ]	I am not a member or participant in any investment club.
[    ]	I am a member or participant in the following investment club(s) and I have attached a copy of the most recent account statement dated within 45 calendar days for the investment club(s).

 

Investment Club Name	Position in Club	Custodian	Account Number

 

Certification

 

The undersigned hereby certifies that:

 

1.

I have reviewed the Code of Ethics dated September 1, 2000 as Amended August 2015.

2.

I have completed this form as of the date indicated thereon in a true and accurate manner.

3.

I have arranged for KCM to receive duplicate transaction confirms and account statements of securities transactions and holdings which meet the reporting requirements of the Code of Ethics.

 

Signature		Date Submitted

 

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EXHIBIT G

 

ANNUAL CERTIFICATION

 

Accounts Over Which I Have No Direct or Indirect Influence or Control

 

For the annual period:

 

[    ]	I do not have any reportable securities holdings as of the date indicated above in which I have retained a trustee or  third-party manager to manage. If such an account will be opened subsequent to the date hereof, I agree to report to the compliance department the necessary documentation prior to the account being opened.
[    ]	I have reportable securities holdings in which I have retained a trustee or third-party manager to manage certain of  my accounts in which I have direct or indirect Beneficial Ownership as of the date indicated above. The following is a list of accounts in which I have retained a trustee or third-party manager to manage.

 

Account Name	Account Number	Relationship to Manager
Name of Representative	Custodian
Address	City, State, Zip

 

Account Name	Account Number	Relationship to Manager
Name of Representative	Custodian
Address	City, State, Zip

 

Please attach a separate sheet of paper if additional accounts need to be listed.

 

Certification

 

The undersigned hereby certifies that:

 

I have no direct or indirect influence or control over the accounts listed above.

 

I did not suggest or recommend that the Manager(s) of these accounts listed above make any particular purchases or sales of securities for these accounts since I became an Access Person of KCM.

 

I did not direct the Manager(s) of these accounts listed above to make any particular purchases or sales of securities for these accounts since I became an Access Person of KCM.

 

I did not consult with the Manager(s) as to the particular allocation of investments to be made in these accounts listed above since I became an Access Person of KCM.

 

If my control over the accounts listed above should change in any way, I will immediately notify Compliance of such a change and will provide any required information regarding holdings and transactions in these accounts pursuant to the Code of Ethics.

 

I have arranged for KCM to receive duplicate confirms and statements of securities transactions and holdings which meet the reporting requirements.

 

Signature		Date Submitted

 

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EXHIBIT G

 

KENNEDY CAPITAL MANAGEMENT, INC.

 

Accounts Over Which I Have No Direct or Indirect Influence or Control

 

Discretionary Managed Account means an account for which an Access Person of Kennedy Capital Management, Inc. (“KCM”) has a beneficial interest but has completely and fully granted decision- making authority to a professional money manager (who is not an immediate family member or not otherwise covered by the KCM Code of Ethics), and over which the Access Person does not have direct or indirect influence or control.

 

I have retained a trustee or third-party manager (“Manager”) to manage the account listed below (“Account”):

 

Account Name	Account Number	Relationship to Manager
Name of Representative	Custodian
Address	City, State, Zip

 

By my signature below, I hereby certify that:

 

•

I have no direct or indirect influence or control over the Account.

•

I did not suggest or recommend that the Manager of the Account make any particular purchases or sales of securities for the Account since I became an Access Person of KCM.

•

I did not direct the Manager to make any particular purchases or sales of securities for the Account since I became an Access Person of KCM.

•

I did not consult with the Manager of the Account as to the particular allocation of investments to be made in the Account since I became an Access Person of KCM.

•

If my control over the Account should change in any way, I will immediately notify Compliance of such a change and will provide any required information regarding holdings and transactions in the Account pursuant to the Code of Ethics.

	•	I have arranged for KCM to receive duplicate confirms and statements of securities transactions and holdings for the Account which meet the reporting requirements by providing the Manager with one of the delivery addresses below:
		traderequest@kennedycapital.com	or	Kennedy Capital Management, Inc. Attention Compliance Department P.O. Box 410647 St. Louis, MO 63141

  

Signature	Date Submitted
Print Name

 

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EXHIBIT H

 

[Placed on KCM Letterhead]

[Date]

 

[Name of Firm]

[Address of Firm]

[City, State, Zip]

 

Re:	Account Number	Account Name
	xxx	xxx

 

To Whom It May Concern:

 

This letter is to request duplicate confirmations and statements on the above referenced account. [Name of Employee] is an Access Person of Kennedy Capital Management, Inc. (“KCM”) and the firm approves maintenance of accounts for [him/her] at [name of firm].

 

Therefore, pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 and FINRA Conduct Rules, on behalf of KCM, I request that duplicate confirmations of all securities transactions and monthly and other periodic account statements beginning with [month] 200x for the above referenced accounts (and any other related accounts ) be sent to the following address:

 

Kennedy Capital Management, Inc.

Attn: Compliance Department

P.O. Box 410647

St. Louis, MO 63141

 

Your prompt attention to this matter is appreciated. If you have any questions, I may be contacted at 314-743-82xx or traderequest@kennedycapital.com. Thank you for your cooperation.

 

Sincerely,

 

[Name of Compliance member]

[Title of Compliance member]

 

As per the above request, I authorize and direct [ name of firm ] to forward copies of all transaction confirmations and monthly and other periodic account statements regarding the above mentioned account to Kennedy Capital Management, Inc.

 

Signature of Account Holder		Date
[Account Holder Full Name]

 

cc: [Account Holder and/or Employee Name]

 

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