0001398344-21-002609 Sample Contracts

Morgan Lewis January 22, 2021
Agreement and Plan of Reorganization • February 8th, 2021 • 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 15, 2021, by and among Advisors Series Trust (the “AST Trust”), a Delaware statutory trust, on behalf of its series Kellner Merger Fund (the “Acquired Fund”), and Investment Managers Series Trust II (the “IMST Trust”), a Delaware statutory trust, on behalf of its series AXS Merger Fund (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

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