reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement.

The advisory fees paid by the Fund to FTCM during the Fund’s most recent fiscal year ended September 30, 2023, were as follows:

Approval of CBOE Vest as Sub-Advisor to the FundPROPOSAL 1 – APPROVAL OF NEW ADVISORY AGREEMENT

At the in-person meeting held on November 21, 2023,On March 4, 2024, the Board, including the Trusteesa majority of the TrustTrustees who are not “interested persons” of the Trust (the “Independent Trustees”), as defined in the 1940 Act, unanimously approved the appointmentNew Advisory Agreement.  A copy of CBOE Vestthe New Advisory Agreement is included as Exhibit A to this Proxy Statement, and all references to the New Advisory Agreement are qualified by reference to Exhbit A.

Board Consideration of the New Advisory Agreement

At a new sub-advisor tomeeting held on March 4, 2024 (the “March Meeting”), the Board considered the New Advisory Agreement. In advance of the March Meeting, the Board received information about the Fund and the New Sub-AdvisoryAdvisory Agreement between FTCMfrom AAF, and CBOE Vest. Upon approval by shareholders, the New Sub-Advisory Agreement will become effectivefrom Mutual Fund Administration, LLC and the current investment sub-advisory agreement with Glenmede will terminate after Glenmede’s sleeve is wound down. If shareholders of theUMB Fund do not approve Proposal 1, the New Sub-Advisory Agreement between FTCM and CBOE Vest will not take effect, Glenmede will continue as a sub-advisor to the Fund, and based on a recommendation by FTCM, the Board will determine what further action is appropriate for the Fund, including the appointment of another sub-advisor.

No Trustees or officers of the Trust are officers, employees, directors, managers or members of CBOE Vest. In addition, since the beginning of the Trust’s last fiscal year, no Trustee has had, directly or indirectly, a material interest in CBOE Vest, any of CBOE Vest’s parents or subsidiaries, or any subsidiaries of a parent of any such entities, and no Trustee has been a party to a material transaction or material proposed transaction to which CBOE Vest, any of its parents or subsidiaries, or any subsidiaries of a parent of any such entities, was or is to be a party.

Terms of the New Sub-Advisory Agreement with CBOE Vest and Fees Paid by the Fund

The terms of the New Sub-Advisory Agreement are substantially similar to the terms of the investment sub-advisory agreement currently in place between FTCM and Glenmede. Under the terms of the New Sub-Advisory Agreement, CBOE Vest will, subject to the supervision of FTCM and the Board, and in accordance with the investment objective and policies of the Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets for a designated portion ofServices, Inc., the Fund’s assets.

Under the terms of the New Sub-Advisory Agreement, CBOE Vest shall not be liable to FTCM or the Trust for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing in the New Sub-Advisory Agreement shall be deemed to protect, or purport to protect, CBOE Vest against any liability to FTCM or the Trust to which CBOE Vest would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of CBOE Vest’s duties under the New Sub-Advisory Agreement, or by reason of CBOE Vest’s reckless disregard of its obligations and duties under the New Sub-Advisory Agreement.

The New Sub-Advisory Agreement provides that it will remain in effect for an initial two-year term after the effective date of the agreement, unless sooner terminated as provided in the agreement. The New Sub-Advisory Agreement will continue in force from year to year thereafter so long as it is specifically approved at least annually in the manner required by the 1940 Act. The New Sub-Advisory Agreement may be terminated with respect to the Fund at any time without the payment of any penalty, (i) by the Board, (ii) by the vote of a majority of the outstanding voting securities of the Fund, (iii) by FTCM on 60 days’ written notice to CBOE Vest, or (iv) by CBOE Vest on 60 days’ written notice to the Trust and FTCM. In addition, the New Sub-Advisory Agreement would automatically terminate in the event of its assignment (as defined in the 1940 Act) and would automatically terminate if the advisory agreement between FTCM and the Trust with respect to the Fund is terminated.

Under the New Sub-Advisory Agreement, CBOE Vest will be paid an annual sub-advisory fee equal to 0.35% of the gross investment advisory fee payable to FTCM with respect to the Fund, accrued daily and payable monthly in arrears to CBOE Vest on the first business day of each calendar month. The sub-advisory fee paid to CBOE Vest is the same rate currently paid to Glenmede. The sub-advisory fee will be paid by FTCM and not the Fund. Because FTCM pays CBOE Vest, there is no “duplication” of advisory fees paid.

For the fiscal year ended September 30, 2023, the aggregate sub-advisory fees paid by FTCM to the Fund’s Sub-Advisors, Glenmede, Palmer Square and Angel Oak Capital Advisors, LLC (who served as a sub-advisor to the Fund until July 19, 2023), totaled $94,965.

Board Considerations

At its in-person meeting held on November 21, 2023, in connection with its review of the New Sub-Advisory Agreement with CBOE Vest, the Trustees met with representatives of FTCM and CBOE Vest and discussed, among other things, the nature, extent and quality of the services to be provided by CBOE Vest with respect to the Fund; the proposed sub-advisory fees to be paid to CBOE Vest; and the potential benefits to CBOE Vest expected to result from its relationship with the Fund. In advance of the meeting, the Board received information about CBOE Vest, CBOE Vest’s investment strategy and the New Sub-Advisory Agreement with CBOE Vest,co-administrators, certain portions of which are discussed below. The materials, among other things, included information with respect to: (i) CBOE Vest’sabout AAF’s organization and financial condition; (ii) information regarding the background, experience, and compensation structure of relevant personnel who would be providing services to the Fund; (iii) information about fees charged by CBOE Vest to comparable other products; (iv) information aboutreports comparing the performance of the Fund with returns of its benchmark index and a group of comparable funds (the “Peer Group”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”) from Morningstar, Inc.’s Ultrashort Bond fund universe (the “Fund Universe”) for the one- and three-year periods ended January 31, 2024; and reports comparing the proposed investment advisory fee and annual total expenses of the Fund with those of its Peer Group and Fund Universe. In consideration of the New Advisory Agreement, at the March Meeting the Board also received a memorandum from the independent legal counsel to the Trust and the Independent Trustees discussing the legal standards under the 1940 Act and other products managedapplicable law for their consideration of the New Advisory Agreement. In addition, at the March Meeting, the Board considered information reviewed by CBOE Vest;the Board during the year at other Board and (v) information about CBOE Vest’s compliance policies and procedures, disaster recovery and contingency planning, and policiesBoard committee meetings with respect to portfolio executionAAF’s performance as sub-advisor to the Fund. No representatives of AAF were present during the Board’s consideration of the New Advisory Agreement, and trading.the Independent Trustees were represented by their legal counsel with respect to the matters considered.

In approving the New Sub-AdvisoryAdvisory Agreement, the Board and the Independent Trustees considered a variety of factors, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.

Nature, Extent and Quality of Services

The Board discussed with FTCM’s representatives the reasons for FTCM’s recommendationconsidered that CBOE Vest replace GlenmedeAAF had served as the Fund’s sub-advisor with respect to its option writing strategies, noting FTCM’s belief that CBOE Vest’s expertise, extensive background, and historysub-advisor or the Predecessor Fund’s investment advisor since the inception of innovation in derivatives and volatility-based investment solutions will result in a more differentiated offering and customized portfolio, enhance the Fund’s versatility, and offer long-term flexibility to thePredecessor Fund. The Board also discussed with CBOE Vest’s representativesnoted that no changes to the portfolio management personnelFund’s investment objective and principal investment strategies were being proposed and that the investment strategiesadvisory personnel of AAF who provide services to be employedthe Fund would continue to do so under the New Advisory Agreement. The Board, therefore, believed it was appropriate to consider information included in the management of CBOE Vest’s portionmeeting materials regarding the performance of the Fund’s assets. The Board considered, among other matters, that CBOE Vest manages a number of portfoliosFund for First Trust across various product structures, and the risk/ return profile and income profile that CBOE Vest would seek withperiods during which AAF served as sub-advisor.  With respect to the Fund’s assets it would manage. The Board considered CBOE Vest’s history of managing registered investment company assets using option writing strategies. The Trustees noted, however, that although CBOE Vest had a well-established infrastructure to manage option strategies, it did not manage any other accounts with the same underlying risk profile that CBOE Vest’s portionperformance results of the Fund, would have,the meeting materials indicated that the Fund’s annualized total returns for the one- and therefore CBOE Vest did not have a directly relevant performance history for them to review.three-year periods were above the Peer Group and Fund Universe median returns and the Bloomberg U.S. Floating Rate Note <5 Year Index returns.

The Board considered the overall quality of services proposed to be provided by CBOE VestAAF to the Fund.Fund under the New Advisory Agreement. In doing so, the Board considered theAAF’s specific responsibilities CBOE Vest would have forin day-to-day management of its portionand oversight of the Fund’s assetsFund, as well as the qualifications, experience, and responsibilities of the personnel who would be involved in the activities of the Fund. The Board noted CBOE Vest serves as investment advisoralso considered AAF’s indication that it did not anticipate any material changes in the services to other funds registeredbe provided to the Fund under the 1940 Act andNew Advisory Agreement compared to the services AXS had demonstrated an abilityprovided to manage such funds. Thethe Fund under the AXS Advisory Agreement. In addition, the Board also considered the overall quality of CBOE Vest’sthe organization and operations andof AAF, as well as its compliance structure.

Advisory Fees and Expense Ratios

The Board considered FTCM’s favorable assessmentthat the Fund’s proposed advisory fee would be the same under the New Advisory Agreement as the advisory fee paid under the AXS Advisory Agreement. With respect to the proposed advisory fee and annual total expenses, the meeting materials indicated that the Fund’s proposed annual investment advisory fee (gross of fee waivers) was slightly higher than the Fund Universe and Peer Group medians by 0.01% and 0.03%, respectively. The Trustees observed that the Fund’s proposed advisory fee was not in the highest quartile of those funds in the Peer Group or the Fund Universe. The Trustees also considered that AAF does not manage any other accounts with the same objectives and policies as the Fund, and therefore they did not have a good basis for comparing the Fund’s advisory fee with those of other similar client accounts of AAF.

The annual total expenses of the Fund for its most recent fiscal year (net of fee waivers) were slightly higher than the Peer Group and Fund Universe medians by 0.01% and 0.02%, respectively. The Trustees noted, however, that the average net assets of the Fund were significantly lower than the average net assets of funds in the Peer Group and Fund Universe.

Based on its review, including its consideration of the fact that AAF’s compensation under the proposed New Advisory Agreement for its services to the Fund would be the same as the compensation under the AXS Advisory Agreement, the Board concluded that the proposed compensation payable to AAF under the New Advisory Agreement would be fair and reasonable in light of the nature and quality of the investment sub-advisoryservices expected to be provided to the Fund by CBOE Vest and FTCM’s recommendation to engage CBOE Vest. In addition, the Board considered its familiarity with the overall quality of the oversight services provided by FTCM to the Fund in monitoring the activities of the sub-advisors of the Fund. Based on its review and FTCM’s recommendation, the Board and the Independent Trustees concluded that CBOE Vest had sufficient quality and depth of personnel, resources and investment methods necessary to perform its duties to the Fund under the proposed New Sub-Advisory Agreement. The Board and the Independent Trustees also concluded that, based on the various factors they had reviewed, the nature, overall quality, and extent of the management services expected to be provided by CBOE Vest would likely be satisfactory.AAF to the Fund.

Profitability, Benefits to the Investment Advisor and Economies of Scale

The Board noted that the fees payableconsidered information prepared by AAF relating to CBOE Vest under the New Sub-Advisory Agreement would be paid by FTCM from the advisory fees that it receives from the Fund. The Board compared the advisoryits estimated costs and sub-advisory fees in light of the respective services to be providedprofits with respect to the Fund by FTCM and CBOE Vest, respectively,for the year ended February 23, 2024, noting

FTCM’s expectation that itAAF would be actively monitoring CBOE Vest’s investment strategy. The Board also reviewed information regarding the sub-advisory fees proposed to be charged by CBOE Vest with respect to its portion ofnot have realized a profit from the Fund and notedif it had served as the Fund’s investment advisor for that CBOE Vest serves as advisor to another registered investment company with similar objectives and policies (although a different underlying risk profile) as CBOE Vest’s portion of the Fund. The Trustees also noted that the sub-advisory fee to be charged by CBOE Vest with respect to its portion of the Fund is lower than the fees CBOE Vest charges to manage the registered investment company with similar strategies as CBOE Vest’s portion of the Fund. The Board noted the sub-advisory fee to be charged by CBOE Vest was within the range of the advisory fees that CBOE Vest charges to manage separate accounts for institutional and high net worth clients with similar objectives and policies as CBOE Vest’s portion of the Fund. The Board further observed that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to CBOE Vest’s other clients, and that CBOE Vest will provide more services to portion of the Fund than it does to separately managed accounts.period.

The Board also considered that the potential benefits to be received by CBOE VestAAF as a result of itsAAF’s relationship with the Fund, (otherother than its receipt of investment sub-advisory fees),advisory fees, would include the usual types of “fall out” benefits received by advisors to the Trust, including any research received from broker-dealers providing execution services for the Fund, beneficial effects from the review by the Trust’s Chief Compliance Officer of CBOE Vest’sAAF’s compliance program, and the intangible benefits of itsAAF’s association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance. The Trustees noted that although there were no advisory fee breakpoints, the asset level of the Fund was not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the assets of the Fund grow.

After further discussion,

Conclusion

Based on its review, including its consideration of the Independent Trusteesfact that AAF’s proposed compensation under the New Advisory Agreement would be the same as the compensation paid to AXS under the AXS Advisory Agreement and that key personnel of AAF would continue to manage the Fund, the Board concluded that CBOE VestAAF would have the capabilities, resources and personnel necessary to manage its portion of the Fund, andFund. The Board also concluded that in light of the services proposed to be provided by CBOE VestAAF to the Fund, the compensation proposed to be paid to itAAF under the New Sub-AdvisoryAdvisory Agreement is fair and reasonable, and that approval of the New Sub-AdvisoryAgreement is in the best interestinterests of the Fund and its shareholders.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND APPROVE THE NEW ADVISORY AGREEMENT BETWEEN THE
TRUST AND AAF.

Information Regarding CBOE Vestabout AAF

CBOE Vest,

AAF, a Delaware limited liability company, has its principal place of business located at 8350 Broad840 Apollo Street, McLean, Virginia 22102,Suite 100, El Segundo, California 90245, and is controlled by its founding member, Peter Coppa. AAF is registered as an SEC-registered investment advisor with the SEC.

Prior to the termination of the Sub-Advisory Agreement, AAF served as investment sub-advisor to the Fund from October 15, 2022, through March 26, 2024. The Sub-Advisory Agreement described the services that services pooledAAF provided to the Fund, which generally included making decisions with respect to all purchases and sales of securities and other investment vehicles, investment companies, high net worth individualsassets for the Fund. Under the Sub-Advisory Agreement, AAF received a sub-advisory fee calculated as 50% of AXS Net Revenue (i.e., an amount equal to the management fee less any and institutions. First Trust Capital Partners LLC, an affiliateall Fund expenses in a given month).

All sub-advisory fees with respect to the Fund were paid by AXS and not the Fund. Because AXS paid AAF, there was no “duplication” of FTCM, has a controlling interestadvisory fees paid. The sub-advisory fees paid by AXS to AAF for the Fund’s fiscal year ended March 31, 2024, totaled $[ ].

The Sub-Advisory Agreement with respect to the Fund was last submitted for approval by the Fund’s initial shareholder on October 10, 2022. The Sub-Advisory Agreement with respect to the Fund was last renewed by the Trust’s Board on April 19, 2023. A discussion regarding the basis for the Board’s most recent approval of the Sub-Advisory Agreement with respect to the Fund is available in CBOE Vest.the Fund’s Annual Report dated September 30, 2023.

The names and principal occupations of each principal executive officer and director of CBOE Vest, located at 8350 BroadAAF, 840 Apollo Street, McLean, Virginia 22102,Suite 100, El Segundo, California 90245, are listed below.below:

CBOE Vest

AAF has indicated that it does not serve as the advisor or sub-advisor to any other registered fund that has an investment objective and investment strategies similar to those of CBOE Vest’s portion of the Fund.

If the New Sub-Advisory Agreement is approved, CBOE Vest’s portion of the Fund’s portfolio will be managed on a day-to-day basis by Karan Sood and Howard Rubin.

Mr. Sood has over ten years of experience in derivative based investment strategy design and trading. Mr. Sood joined CBOE Vest in 2012. Prior to joining CBOE Vest, Mr. Sood worked as a senior manager in new product development at ProShares Advisors LLC. Prior to ProShares, Mr. Sood worked as a Vice President at Barclays Capital. Last based in New York, he was responsible for using derivatives to design structured investment strategies and solutions for the firm’s institutional clients in the Americas. Prior to his role in New York, Mr. Sood worked in similar capacity in London with Barclays Capital’s European clients. Mr. Sood received a master’s degree in Decision Sciences & Operations Research from London School of Economics & Political Science, London. He also holds a bachelor’s degree in engineering from the Indian Institute of Technology, Delhi.

PROPOSAL 2 — APPROVAL OF A MODIFIED MANAGER OF MANAGERS STRUCTURE FOR THE FUND

Proposal 2 relates to a proposed modified “manager-of-managers” structure for the Fund. Under Section 15(a) of the 1940 Act, an investment advisor to a mutual fund generally cannot enter into or materially amend a sub-advisory agreement without obtaining shareholder approval; however, the Fund is currently operating under a manager-of-managers structure pursuant to an exemptive order (the “FTCM Order”) issued by the Securities and Exchange Commission (the “SEC”) that enables FTCM, subject to the approval of the Board, but without the need for shareholder approval, to enter into and materially amend sub-advisory agreements with unaffiliated sub-advisors. Currently, in order to enter into or materially amend a sub-advisory agreement with an affiliated sub-advisor, the Fund must obtain shareholder approval by undertaking the costly and time-consuming effort to conduct a shareholder meeting, including preparing and distributing proxy materials and soliciting votes from shareholders. The Board has approved, subject to shareholder approval, a modification to the current structure that would permit FTCM, subject to the approval of the Board, but without the need for shareholder approval, to also enter into and materially amend sub-advisory agreements with affiliated sub-advisors in reliance on the terms of the exemptive order obtained by Carillon Tower Advisers, Inc., et al., Investment Company Release Nos. 33464 (May 2, 2019) (notice) and 33494 (May 29, 2019) (order) (the “Carillon Order”). This approach will avoid the costs and delays associated with holding shareholder meetings to obtain approval for future changes with respect to affiliated sub-advisors. Fund shareholder approval is being sought to provide the Fund with flexibility to operate under the Carillon Order manager-of-managers structure.

Exemptive Relief

On May 29, 2019, the SEC issued the Carillon Order to Carillon Tower Advisers, Inc., et al., which allows (i) the Carillon Series Trust and its investment adviser, without the approval of fund shareholders, to enter into or amend a sub-advisory agreement with a sub-advisor (“Sub-advisor Voting Relief”), including any sub-advisor that is an affiliated person of the investment advisor or a fund (an “Affiliated Sub-advisor”), and (ii) the series of Carillon Series Trust to disclose the advisory fees paid to sub-advisors on an aggregate, rather than individual, basis. The Carillon Order was the first exemptive order issued by the SEC extending multi-manager exemptive relief to Affiliated Sub-advisors and contains several conditions, some of which are already included in the FTCM Order.

On July 9, 2019, the staff of the SEC’s Division of Investment Management issued a no-action letter to the BNY Mellon family of funds and BNY Mellon Investment Adviser, Inc. (the “BNYM No-Action Letter”) stating that the staff would not recommend enforcement action if a fund complex and advisor that previously obtained a “manager of managers” exemptive order extends that order to cover Affiliated Sub-advisors without seeking an amended exemptive order from the SEC. The staff’s no-action position is conditioned on compliance with the conditions set forth in the Carillon Order, including obtaining shareholder approval to operate as a fund utilizing the relief with respect to Affiliated Sub-advisors. The BNYM No-Action Letter and the Carillon Order are collectively referred to herein as the “Relief.”

Under the Relief, FTCM and the Trust will be subject to several conditions imposed by the SEC to ensure that the interests of the Fund’s shareholders are adequately protected. Among these conditions are that, within 90 days of the hiring of a new Affiliated Sub-advisor pursuant to the Relief, shareholders of the Fund will be furnished with an information statement that contains substantially the same information about the Affiliated Sub-advisor and the sub-advisory agreement that the Fund would otherwise have been required to send to shareholders in a proxy statement. The prospectus for the Fund will disclose the existence, substance and effect of reliance on the Relief and that FTCM has the ultimate responsibility, subject to oversight by the Board, to oversee the Fund’s sub-advisors and recommend their hiring, termination, and replacement. Also, as noted above, shareholders of the Fund must approve FTCM’s and the Fund’s authority to enter into and materially amend investment sub-advisory agreements with Affiliated Sub-advisors without the approval of Fund shareholders.

Board Recommendations

The Board believes that approval of the modified “manager-of-managers” structure is in the best interest of the Fund and its shareholders in order to afford FTCM the flexibility to provide investment advisory services to any other registered funds, private funds or separately managed accounts that have investment objectives and policies similar to those of the Fund.

Terms of the New Advisory Agreement

The New Advisory Agreement took effect on March 26, 2024, and will continue in effect with respect to the Fund through one or more sub-advisors, including Affiliated Sub-advisors, that have particular expertise in the type of investments in which the Fund invests.

As described above, without the abilityfor up to utilize the Relief, in order for FTCM and the Board to appoint a new Affiliated Sub-advisor for the Fund or materially modify a sub-advisory agreement with an Affiliated Sub-advisor, the Board must call and hold a shareholder meeting of the Fund, create and distribute proxy materials and solicit votes150 days from the Fund’s shareholders. This process is time consuming and costly. WithoutEffective Date (through August 23, 2024), unless approved by the delay inherent in holding shareholder meetings, FTCM would be able to act more quickly to appoint a new sub-advisor that is an affiliate if and when the Board and FTCM believe that the appointment would benefit the Fund. The Trustees also took into account that if FTCM and the Board appoint an Affiliated Sub-advisor, the Fund’s shareholders would receive an information statement containing substantially the same information about the Affiliated Sub-advisor and the sub-advisory agreement that the Fund would otherwise have been required to send shareholders in a proxy statement. FTCM and the Board will continue to be subject to their fiduciary duty to act in the best interest of the Fund and its shareholders. The Trustees believe that granting FTCM and the Board maximum flexibility to select Affiliated Sub-advisors, in addition to the flexibility they currently have to select unaffiliated sub-advisors, without incurring the delay or expense of obtaining further shareholder approval, is in the best interest of shareholders of the Fund, because it will allowin which case the New Advisory Agreement would remain in effect for a two-year period and would be subject to annual renewal thereafter. The terms of the New Advisory Agreement are substantially the same as the terms of the AXS Advisory Agreement, except for differences reflecting certain requirements of the 1940 Act, such as the date of execution and the duration of the agreement.

The New Advisory Agreement describes the services that AAF provides to the Fund, which generally include reviewing, supervising, and administering the investment program of the Fund. In addition, AAF has the ability to delegate day-to-day portfolio management responsibilities of the Fund to operateone or more efficientlysub-advisors, and cost-effectively.

Finally,in that connection, would be responsible for making recommendations to the Trustees believe that they will retain sufficient oversightBoard with respect to hiring, termination and replacement of any sub-advisor of the Fund’s investment sub-advisory arrangementsFund. Under the terms of the New Advisory Agreement, AAF is not liable to seekthe Trust under the terms of the New Advisory Agreement for any error of judgment or mistake of law or for any loss suffered by AAF or the Trust in connection with the performance of the New Advisory Agreement, except a loss resulting from a breach of fiduciary duty by AAF with respect to ensure that the Fund’s shareholders’ interests are protected whenever FTCM selects an Affiliated Sub-advisorreceipt of compensation for services or materially modifies an investment sub-advisory agreement with an Affiliated Sub-advisor,a loss resulting from willful misfeasance, bad faith or gross negligence on AAF’s part in the same manner asperformance of its duties or from reckless disregard by AAF of its duties under the Trustees currently exercise oversightNew Advisory Agreement.

If approved by the shareholders of the Fund’s investment sub-advisory agreements and seekFund, the New Advisory Agreement would remain in effect for a two-year period, unless sooner terminated as provided in the New Advisory Agreement.  The New Advisory Agreement would continue in force from year to ensure thatyear thereafter with respect to the Fund shareholders’ interests are protected whenever FTCM selects unaffiliated sub-advisors.so long as it is specifically approved at least annually in the manner required by the 1940 Act. The New Advisory Agreement may be terminated with respect to the Fund at any time without payment of any penalty by (i) the Board includingof Trustees of the Trust or by the vote of a majority of the Independent Trustees, will continueoutstanding voting shares of the Fund upon 60 days’ written notice to evaluate and to approve all proposed investment sub-advisory agreements, as well as any proposed modifications to existing sub-advisory agreements. In doing so, the Trustees will analyze such factors as they consider to be relevantAAF; or (ii) by AAF upon 60 days’ written notice to the approvalTrust. The New Advisory Agreement automatically terminates in the event of or proposed modificationsits assignment (as defined in the 1940 Act).

Under the New Advisory Agreement, AAF is entitled to an annual advisory fee of 0.25% of the average daily net assets of the Fund, calculated daily and payable monthly, which is the same as the annual advisory fee that AXS received under the AXS Advisory Agreement.  Also, similar to the AXS Advisory Agreement, AAF has agreed to pay all expenses of the Fund except for the advisory fee, interest, taxes, brokerage commissions and other expenses incurred in placing or settlement of orders for the purchase and sale of securities and other investment sub-advisory agreement. As withinstruments, dividend and interest expense on securities sold short, acquired fund fees and expenses, professional fees related to services for the Fund’s investment advisory agreement,collection of foreign tax reclaims, accrued deferred tax liability, extraordinary expenses, and distribution fees and expenses paid by the terms of each investment sub-advisory agreement will include those required by applicable provisions ofTrust under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.

If the vote required to approve Proposal 2 is not obtained from the Fund, the Fund will continue to operate under a manager-of-managers structure pursuant to the FTCM Order and the Fund will continue to be required to seek the approval of its shareholders to enter into or materially amend sub-advisory agreements with Affiliated Sub-advisors.

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND
VOTE “FOR” PROPOSAL 2.

VOTING PROCEDURES

How to Vote

This Proxy Statement is being provided in connection with the solicitation of proxies by the Board to solicit your vote at a special meeting of shareholders of the Fund. The Special Meeting will be held at the offices of Mutual Fund Administration, LLC, 2220 E. Route 66, Suite 226, Glendora, California 91740.

You may vote in one of the following ways:

•        Attend the Special Meeting in person;

•        complete and sign the enclosed proxy card(s) and mail it to us in the prepaid return envelope (if mailed in the United States);

•        call the toll-free number listed on the proxy card(s) to speak with a live operator Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern time; or

•        By Internet at vote.proxyonline.com.

You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit a subsequent later dated proxy or a written notice of revocation to the Fund. You may also give written notice of revocation in person at the Special Meeting. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy, or, if no specification is made, FOR eachthe Proposal.

Quorum and Voting Requirements

Only shareholders of record on November 22, 2023,[May 2, 2024], the Record Date, are entitled to receive notice of and to vote at the Special Meeting or at any adjournment thereof. Each whole share of the Fund held as of the Record Date is entitled to one vote and each fractional share is entitled to a proportionate fractional vote. The presence in person or by proxy of shareholders owning one-thirdone-third of the outstanding shares of athe Fund that are entitled to vote will be considered a quorum for the transaction of business with respect to the Fund. Any lesser number shall be sufficient for adjournments.

The shares outstanding and entitled to vote for the Fund are listed in Appendix A.

Required Vote

Approval of eachthe Proposal requireswill require the affirmative vote of a majority of the outstanding shares of the Fund entitled to vote at the Special Meeting. For this purpose, the term “vote of a majority of the outstanding shares entitled to vote” means the vote of the lesser of (1) 67% or more of the voting securities of the Fund present and entitled to vote at the Special Meeting, if more than 50% of the outstanding voting securities of the Fund are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Fund entitled to vote at the Special Meeting.

If the Proposal is not approved by the Fund’s shareholders at the Special Meeting, the Board will take such action as it deems necessary and in the best interests of the Fund and its respective shareholders, which may include further solicitation of the Fund’s shareholders with respect to the Proposal, solicitation of the approval of different proposals, or the liquidation of the Fund.

Adjournments

If a quorum of shareholders of the Fund is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve a proposal described in this Proxy Statement are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting of the Fund to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to the Fund may be transacted at any such adjourned session(s) at which a quorum is present. The Special Meeting with respect to the Fund may be adjourned from time to time by a majority of the votes of the Fund properly cast upon the question of adjourning the Special Meeting of the Fund to another date and time, whether or not a quorum is present, and the Special Meeting of the Fund may be held as adjourned without further notice. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment and on any other proposals raised at the Special Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which timely notice was not received, as set forth in the SEC’s proxy rules.

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161-303-623-2577.

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EXHIBIT A

APPENDIX CForm OF
INTERIM AND NEW

INVESTMENT ADVISORY AGREEMENT
BETWEEN
INVESTMENT MANAGERS SERIES TRUST II

SUB-ADVISORY AGREEMENT
BETWEEN
AND

FIRST TRust capital Management L.P.
AND
CBOE VESTSM FINANCIALAlternative Access Funds, LLC

THIS SUB-ADVISORYINTERIM AND NEW INVESTMENT ADVISORY AGREEMENT (the(the “Agreement”), effectivedated as of ________, 2023,[March 26, 2024], is entered into by and between First Trust Capital Management L.P., a Delaware Limited Partnership with its principal office and place of business at 225 W. Wacker, 21st Floor, Chicago, IL 60606 (the “Advisor”) and Cboe VestSM Financial, LLC, a Delaware Limited Liability Company with its principal office and place of business at 8350 Broad St., Suite 240, McLean, VA, 22102 (the “Sub-advisor”).

WHEREAS, Advisor has entered into an Investment Advisory Agreement dated November 1, 2021 (the “Advisory Agreement”) with Investment Managers Series Trust II, a Delaware statutory trust with its principal office and place of business at 235 West Galena Street, Milwaukee, Wisconsin 53212 (the “Trust”);, on behalf of its series listed in Appendix A, as amended from time to time (each a “Fund”), and Alternative Access Funds, LLC, a limited liability company (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 an open-end, managementfollows:

1. In General. The Advisor agrees, all as more fully set forth herein, to act as investment company and may issue its shares of beneficial interest, no par value, in separate series;

WHEREAS, pursuantadvisor to each Fund with respect to the Advisory Agreement,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, of the Trust (the “Board”), the Advisor actsshall (i) act as investment advisor for and supervise and manage the seriesinvestment 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 Trust listed on Appendix A hereto (the “Fund”);

WHEREAS,Fund; (ii) supervise the Advisory Agreement permitsinvestment program of the Advisor,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 Board,management of the Fund’s assets pursuant to delegate certainthis Agreement and to applicable law. If the Advisor delegates any of its duties and obligations under the Advisorythis Agreement with respect to other registereda Fund to one or more investment advisorssub-advisors, then subject to the requirements of the 1940 Act;

WHEREAS, it is intended that the Trust be a third-party beneficiary under this Agreement; and

WHEREAS,Act the Advisor desires to retain the Sub-advisor to furnish investment advisory servicesshall have (i) overall supervisory responsibility for the Fundgeneral management and the Sub-advisor is willing to provide those services on the terms and conditions set forth in this Agreement;

NOW THEREFORE, for and in considerationinvestment of the mutual covenantsFund’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 contained herein,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 Sub-advisor hereby agree as follows:

SECTION 1.      APPOINTMENT; DELIVERY OF DOCUMENTS

(a)         The Advisor hereby appointsFund; (ii) perform diligence on and employsmonitor the Sub-advisor, subjectinvestment performance and adherence to compliance procedures of each investment sub-advisor providing services to the directionFund; and control(iii) seek to implement decisions with respect to the allocation and reallocation of the Board, to manage theFund’s assets among one or more current or additional investment and reinvestment of the assets of all or a portion of the Fund allocated by the Advisor to the Sub-advisorsub-advisors from time to time, (such assets, the “Portfolio”) and, without limiting the generality of the foregoing, to provide other services as specified herein. The Sub-advisor accepts this employment and agrees to render its services for the compensation set forth herein.

(b)         In connection therewith, the Advisor has delivereddeems appropriate, to the Sub-advisor copies of (i) the Trust’s Declaration of Trust and Bylaws (collectively, as amended from time to time, the “Charter Documents”), (ii) the Trust’s current Prospectus and Statement of Additional Information forenable the Fund (collectively, as currently in effect and as amended or supplemented, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the 1940 Act, (iii) each plan of distribution or similar document adopted by the Trust with respect to the Fund under Rule 12b-1 under the 1940 Act (each a “Plan”) and each current shareholder service plan or similar document adopted by the Trust with respect to the Fund (each a “Service Plan”); and (iv) all procedures adopted by the Trust with respect to the Fund, and shall promptly furnish the Sub-advisor with all amendments of or supplements to the foregoing.achieve its investment goals. The Advisor shall deliver to the Sub-advisor: (x) a copy of the resolution of the Board appointing the Sub-advisor as a sub-advisor to the Fund and authorizing the execution and delivery of this Agreement; (y) a copy of all proxy statements and related materials relating to the Fund; and (z) any other documents, materials or information that the Sub-advisor shall reasonably request to enable it to perform its duties pursuant to this Agreement.

(c)         The Sub-advisor has delivered to the Advisor and the Trust (i) a copy of its Form ADV as most recently filed with the SEC; (ii) a copy of its code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the “Code”); and (iii) a copy of its compliance manual pursuant to applicable regulations, including its proxy voting policies and procedures, which proxy voting policy and procedures will be included in the Trust’s Registration Statement. The Sub-advisor shall promptly furnish the Advisor and Trust with all amendments of, and supplements to, the foregoing at least annually.

SECTION 2.      DUTIES OF THE ADVISOR

In order for the Sub-advisor to perform the services required by this Agreement, the Advisor (i) shall cause all service providers to the Trust to furnish information to the Sub-advisor and assist the Sub-advisor as may be required, (ii) shall ensure that the Sub-advisor has reasonable access to all records and documents relevant to the Portfolio maintained by the Trust, the Advisor or any service provider to the Trust, and (iii) shall deliver to the Sub-advisor copies of all material relevant to the Sub-advisor or the Portfolio that the Advisor provides to the Board in accordance with the Advisory Agreement.

SECTION 3.      DUTIES OF THE SUB-ADVISOR

(a)         The Sub-advisor will make decisions with respect to all purchases and sales of securities and other investment assets in the Portfolio, and is responsible for voting all proxies for securities and exercise all other voting rights with respect to such securities in accordance with the Sub-Advisor’s written proxy voting policies and procedures. To carry out such decisions, the Sub-advisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Portfolio. In all purchases, sales and other transactions in securities and other investments for the Portfolio, the Sub-advisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, such as proxy voting with respect to the securities of the Portfolio.

Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Sub-advisor may allocate brokerage on behalf of the Fund to broker-dealers who provide brokerage or research services to the Sub-advisor. The Sub-advisor may aggregate sales and purchase orders of the assets of the Portfolio with similar orders being made simultaneously for other accounts advised by the Sub-advisor or its affiliates. Whenever the Sub-advisor simultaneously places orders to purchase or sell the same asset on behalf of the Portfolio and one or more other accounts advised by the Sub-advisor, the Sub-advisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account.

(b)         The Sub-advisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Portfolio since the prior report, and will also keep the Board and the Advisor informed of important developments affecting the Trust, the Fund and the Sub-advisor, and on its own initiative, will furnish the Board from time to time with such information as the Sub-advisor may believe appropriate for this purpose, whether concerning the individual companies the securities of which are included in the Portfolio’s holdings, the industries in which such companies engage, the economic, social or political conditions prevailing in each country in which the Portfolio maintains investments, or otherwise. The Sub-advisor will also furnish the Board and the Advisor with such statistical and analytical information with respect to investments of the Portfolio as the Sub-advisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Portfolio, the Sub-advisor will bear in mind the policies and procedures set from time to time by the Board as well as the limitations imposed by the Charter Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund.

(c)         The Sub-advisor will from time to time employ or associate with such persons as the Sub-advisor believes to be particularly fitted to assist in the execution of the Sub-advisor’s duties hereunder, the cost of performance of such duties to be borne and paid by the Sub-advisor. No obligation may be incurred on the Trust’s or Advisor’s behalf in any such respect.

(d)         The Sub-advisor will report to the Board and the Advisor all material matters related to the Sub-advisor’s. On an annual basis, the Sub-advisor shall report on its compliance with its Code and its compliance policies and procedures to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Sub-advisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made to the Sub-advisor under the Code and its compliance policies and procedures. The Sub-advisor will notify the Advisor and the Trust in writing of any change of control of the Sub-advisor at least 6090 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,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 (the “SEC Staff”) regarding its examination of the activities of the Advisor, and any responses from the Advisor to the SEC Staff regarding any such examinations;

(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; and

(g) will notify the Trust in writing of (i) any change of control of the Advisor at least 90 days prior to any such changes, and (ii) any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Advisor, as promptly as possible, andpossible.

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 event priorother 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 change.

(e)records upon the Trust’s request.  The Sub-advisor will maintainAdvisor further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the TrustRule 31a-1 under the 1940 Act. The Sub-advisor shall prepareNotwithstanding anything in this Agreement to the contrary, and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be requiredthe extent permitted by applicable law, all documents and records relatingthe 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 Sub-advisorAdvisor 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,

(a) the Advisor will pay all expenses incurred by each Fund except for the fee paid to the Advisor pursuant to this Agreement, requiredinterest, taxes, brokerage commissions and other expenses incurred in placing or settlement of orders for the purchase and sale of securities and other investment instruments, dividend and interest expense on securities sold short, acquired fund fees and expenses, professional fees related to be preparedservices for the collection of foreign tax reclaims, accrued deferred tax liability, extraordinary expenses, and maintaineddistribution fees and expenses paid by the Sub-advisor or the Trust under any distribution plan adopted pursuant to applicable law. ToRule 12b-1 under the extent required by law,1940 Act; and

(b) the booksAdvisor will bear all costs and records pertainingexpenses related to employment of its employees, any overhead incurred in connection with its duties hereunder, and all fees of any sub-advisors it retains for the Trust which are in possessionFund pursuant to Section to 2(b) hereunder.

8. Compensation of the Sub-advisor shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have accessAdvisor. Each Fund agrees to such books and records at all times during the Sub-advisor’s normal business hours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Sub-advisorpay to the Advisor and the Trust, or their respective representatives.

(f)          The Sub-advisor will cooperate with the Fund’s independent public registered accounting firm and shall take reasonable actionAdvisor agrees to makeaccept as full compensation for all necessary information available to the accounting firm for the performance of the accounting firm’s duties.

(g)         The Sub-advisor will provide the Fund’s custodian and fund accountant on each business day with such information relating to all transactions concerning the Portfolio’s assets under the Sub-advisor’s control as the custodian and fund accountant may reasonably require. In accordance with procedures adoptedservices rendered by the Board, the Sub-advisor is responsible for assisting in the fair valuation of all Portfolio assets and will use its reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Sub-advisor for each asset for which the Fund’s fund accountant does not obtain prices in the ordinary course of business.

(h)         The Sub-advisor shall have no duties or obligationsAdvisor pursuant to this Agreement, (other than the continuation of its preexisting dutiesa fee accrued daily and obligations) during any periodpaid monthly in which the Fund invests all (or substantially all) of its investment assetsarrears at an annual rate listed in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

(i)          For the purpose of complying with Rule 10f-3, Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable rule or regulation, the Sub-advisor will not, with respect to transactions in securities or other assets for the Portfolio, consult with any other sub-advisor to the Fund or any other series of the Trust.

SECTION 4.      COMPENSATION; EXPENSES

(a)         In consideration of the foregoing, the Advisor shall pay the Sub-advisor,Appendix A with respect to the Fund, a fee as specified in Appendix B hereto. Such fees shall be accrued by the AdvisorFund’s average daily and shall be payable monthly in arrears on the first business day of each calendar month for services performed hereunder during the prior calendar month. If fees begin to accrue in the middle ofnet assets.  For any period less than a month or ifduring which this Agreement terminates beforeis in effect, the end of any month, all fees for the period from that date to the end of that month or from the beginning of that month to the date of termination, as the case may be,fee shall be prorated according to the proportion that thewhich such period bears to thea full month of 28, 29, 30 or 31 days, as the case may be.

9. Advisor’s Liability. The Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in whicheach Fund’s offering materials (including the effectivenessprospectus, the statement of additional information, and advertising and sales materials), except for information supplied by the co-administrators or termination occurs. Upon the terminationTrust 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 Fund, the Advisor shall pay to the Sub-advisor suchreceipt of compensation as shall be payable prior to the effective date of termination.

(b)         During the term of this Agreement, the Sub-advisor will pay all expenses incurred by it in connection with its activities under this Agreement other than the cost of securities and other investments (including brokerage commissions and other transaction charges, if any) purchased for the Portfolio. The Sub-advisor shall, at its sole expense, employservices or associate itself with such persons as it reasonably believes to be particularly fitted to assist it in the execution of its duties under the Agreement. Except as set forth in Appendix B, the Sub-advisor shall not be responsible for the Trust’s, the Fund’s or the Advisor’s expenses, including any extraordinary and non-recurring expenses.

(c)         No fee shall be payable hereunder with respect to the Fund during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end, management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act, pursuant to the instruction of the Advisor and of the Trust’s Board of Trustees.

SECTION 5.      STANDARD OF CARE

(a)         The Advisor shall expect of the Sub-advisor, and the Sub-advisor will give the Advisor and the Trust the benefit of, the Sub-advisor’s best judgment and efforts in rendering its services hereunder. The Sub-advisor shall not be liable to the Advisor or the Trust hereunder for any mistake of judgment or in any event whatsoever, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, the Sub-advisor against any liability to the Advisor or the Trust to which the Sub-advisor would otherwise be subject by reason ofloss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of the Sub-advisor’sits duties hereunder, or by reason of the Sub-advisor’sfrom reckless disregard by it of its obligations and duties hereunder.

(b)         The Sub-advisor shall not be liable to the Advisor or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Sub-advisor by a duly authorized officer of the Advisor or the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board.

(c)         The Sub-advisor shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-advisor’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.Agreement.

(d)         The parties hereto acknowledge

10. Duration and agree that the Trust is a third-party beneficiary as to the covenants, obligations, representations and warranties undertaken by the Sub-advisor under this Agreement and as to the rights and privileges to which the Advisor is entitled pursuant to this Agreement, and that the Trust is entitled to all of the rights and privileges associated with such third-party-beneficiary status.Termination.

SECTION 6.      EFFECTIVENESS, DURATION AND TERMINATION

(a) This Agreement shall become effective with respect to theeach Fund as of the corresponding effective date hereof;indicated in Appendix A and shall terminate with respect to teach Fund 150 days after such effective date unless it has been approved by a majority of each Fund’s shareholders prior to such termination date (such period preceding such termination or Fund shareholder approval, the “Interim Period”); provided, however, that the term of this Agreement has beenmay be extended if permitted by regulatory or other action by the SEC or its staff. If this Agreement is so approved by (i)a majority of each Fund’s shareholders, then, unless sooner terminated with respect to a Fund as provided herein, this Agreement shall continue in effect for with respect to the Fund until the second anniversary hereof. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Fund for successive periods of 12 months, provided that continuance is specifically approved at least annually by both (a) the vote of a majority of the Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund at the time outstanding and in either case, (ii) byentitled to vote, and (b) the vote of a majority of the Trust’s Trustees who are not parties to this Agreement or interested persons of any such party (other than as trustees of the Trust),to this Agreement, cast in person at a meeting called for the purpose of voting on such approval, in accordance with the provisions of Section 15 of the 1940 Act and any rule, interpretation or order of the SEC.approval.  

(b) This Agreement shall remain in effect with respectmay be terminated by either party at any time as to a Fund, without the Fund for a periodpayment of two years fromany penalty, upon giving the date of its effectiveness and shall continue in effect for successive annual periods with respect toother party 60 days’ notice (which notice may be waived by the Fund;other party), provided that such continuance is specificallytermination by the Trust shall be directed or approved at least annually (i)(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). Notwithstanding the foregoing, during the Interim Period the Trust’s Board of Trustees or by the vote of a majority of the outstanding voting securities of the Fund and, in either case, (ii) by the vote of a majority of the Trust’s Trustees who are not parties tomay terminate this Agreement or interested persons of any such party (other than as trustees of the Trust), cast at a meeting called for the purpose of voting on such approval, in accordance with the provisions of Section 15 of the 1940 Act and any rule, interpretation or order of the SEC.

(c)         This Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, (i) byon ten days’ written notice to the Board, by a voteAdvisor. This Agreement will also immediately terminate in the event of a majorityits 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 Fund or by the Advisor on 60 days’ written1940 Act.)

11. Notices.  Any notice under this Agreement shall be in writing to the Sub-advisor or (ii) byother party at such address as the Sub-advisor on 60 days’ writtenother party may designate from time to time for the receipt of such notice to the Trust. This Agreement shall automatically terminate (x) upon its assignment or (y) upon termination of the Advisory Agreement.

SECTION 7.      ACTIVITIES OF THE SUB-ADVISOR

Except to the extent necessary to perform its obligations hereunder, nothing hereinand shall be deemed to limit or restrictbe received on the Sub-advisor’s right, or the right of anyearlier of the Sub-advisor’s directors, officersdate actually received or employees, to engageon 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 any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, trust, firm, individual or association.

SECTION 8.      REPRESENTATIONS OF SUB-ADVISOR.

The Sub-advisor represents and warrants to the Advisor that:

(a)         It is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and will continue to be so registered for so long as this Agreement remains in effect;

(b)         It is not prohibitedwriting signed by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement;

(c)         It has met, and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirementsparties hereto. Any amendment of any self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement; and

(d)         It will promptly notify the Advisor and the Trust of the occurrence of any event that would disqualify the Sub-advisor from serving as an investment advisor of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

SECTION 9.      LIMITATION OF SHAREHOLDER AND TRUSTEE LIABILITY

The Trustees of the Trust and the shareholders of the Fund shall not be liable for any obligations of the Trust or of the Fund under this Agreement, and the Sub-advisor agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust or the Fund to which the Sub-advisor’s rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Fund.

SECTION 10.    MISCELLANEOUS

(a)         No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by both parties hereto and approved by the Trust in the manner set forth in Section 6(b) hereof.

(b)         Neither party to this Agreement shall be liablesubject to the other party for consequential damages under any provision of this Agreement.1940 Act.

(c)

13. Governing Law.  This Agreement shall be governed by and the provisions of this Agreement shall be construed and interpreted under and in accordance with the laws of the State of Delaware.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 any 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 theireither Designated Court is an inconvenient forum.

(d)

14. Use of the Names of the Fund.  The Advisor has consented to the use by each Fund of the name or identifying word “Alternative Access” 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 “Alternative Access” 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 “Alternative Access” 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 constitutesshall be binding on, and shall inure to the entire agreement betweenbenefit of the parties hereto and supersedes any prior agreement with respect to the subject matter hereof, whether oral or written.

(e)         This Agreement may be executed by the parties hereto on any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same instrument.

(f)          If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. This Agreement shall be construed as if drafted jointly by both the Advisor and Sub-advisor and no presumptions shall arise favoring any party by virtue of authorship of any provision of this Agreement.their respective successors. This Agreement does not, and is not intendedincluded 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.

(g)         Section headings

17. Counterparts. This Agreement may be executed in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(h)         Notices, requests, instructions and communications receivedcounterparts by the parties at their respective principal placeshereto, each of business, or at such other address as a party may have designated in writing,which shall be deemed to have been properly given.constitute an original counterpart, and all of which, together, shall constitute one Agreement.

(i)          No affiliated person, employee, agent, director, officer or manager of the Sub-advisor shall be liable at law or in equity for the Sub-advisor’s obligations under this Agreement.

(j)          The terms “vote of a majority of the outstanding voting securities”, “interested person”, “affiliated person,” “control” and “assignment” shall have the meanings ascribed thereto in the 1940 Act.

(k)         Each of the undersigned warrants and represents that he or she has full power and authority to sign this Agreement on behalf of the party indicated and that his or her signature will bind the party indicated to the terms hereof and each party hereto warrants and represents that this Agreement, when executed and delivered, will constitute a legal, valid and binding obligation of the party, enforceable against the party in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.