December 16, 2016Investment Managers Series Trust II • December 23rd, 2016
This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the "Agreement"), dated as of December 16, 2016, among Investment Managers Series Trust II, a Delaware statutory trust (the "Acquiring Trust"), on behalf of its Vivaldi Multi-Strategy Fund series (the "Acquiring Fund"), and Advisors Series Trust, a Delaware statutory trust (the "Acquired Trust"), on behalf of its Vivaldi Orinda Macro Opportunities Fund series (the "Acquired Fund"). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates (1) the transfer of the Acquired Assets by the Acquired Fund to the Acquiring Fund in exchange for (a) the issuance by the Acquiring Fund to the Acquired Fund of the number of full and fractional Acquiring Fund Shares of each class corresponding to a class of Acquired Fund Shares determined by dividing the NAV of the Acquired Fund attributable to that class of Acquired Fund Sha
