May 13, 2022 The RBB Fund, Inc. Milwaukee, Wisconsin 53202 Investment Managers Series Trust II Milwaukee, Wisconsin 53212 Ladies and Gentlemen:Agreement and Plan of Reorganization • June 30th, 2022 • 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 May 13, 2022, by and among The RBB Fund, Inc. (“RBB”), a Maryland corporation, on behalf of its series Orinda Income Opportunities Fund (the “Acquired Fund”), and Investment Managers Series Trust II (“IMST II”), a Delaware statutory trust, on behalf of its series AXS Income Opportunities Fund (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.
