0001398344-20-001672 Sample Contracts

Morgan Lewis
Agreement and Plan of Reorganization • January 30th, 2020 • Investment Managers Series Trust II

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the "Agreement"), dated as of January 24, 2020, by and among Northern Lights Fund Trust (the "Northern Lights Trust"), a Delaware statutory trust, on behalf of its series Equinox MutualHedge Futures Strategy Fund (the "Acquired Fund"), and Investment Managers Series Trust II (the "IMST II Trust"), a Delaware statutory trust, on behalf of its series AXS Managed Futures Strategy Fund (the "Acquiring Fund"). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

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