0001398344-22-020560 Sample Contracts

October 14, 2022
Agreement and Plan of Reorganization • October 21st, 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 October 4, 2022, by and among Listed Funds Trust (“LiFT”), a Delaware statutory trust, on behalf of its series AAF First Priority CLO Bond ETF (the “Acquired Fund”), and Investment Managers Series Trust II (“IMST II”), a Delaware statutory trust, on behalf of its series AXS First Priority CLO Bond ETF (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

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