Correspondence 0001213900-25-025139 from Investment Managers Series Trust II (CIK 0001587982)
Investment Managers Series Trust II (CIK 0001587982)
Date: March 19, 2025 · CIK: 0001587982 · Accession: 0001213900-25-025139
AI Filing Summary & Sentiment
File numbers found in text: 333-191476, 811-22894
Letter
VIA EDGAR Division of Investment Management U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Investment Managers Series Trust II (File Nos. 333-191476 and 811-22894) (the “Registrant”) on behalf of the LeaderShares® Activist Leaders® ETF, LeaderShares® AlphaFactor® Tactical Focused ETF, LeaderShares® AlphaFactor® US Core Equity ETF, LeaderShares® Equity Skew ETF, and LeaderShares® Dynamic Yield ETF
Dear Ms. Im-Tang:
This letter summarizes the additional comments you provided on behalf of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) via telephone on March 13, 2025, regarding Post-Effective Amendment No. 423 to the Registrant’s registration statement filed on Form N-1A on September 20, 2024 (the “Registration Statement”), with respect to the LeaderShares® Activist Leaders® ETF, LeaderShares® AlphaFactor® Tactical Focused ETF, LeaderShares® AlphaFactor® US Core Equity ETF, LeaderShares® Equity Skew ETF, and LeaderShares® Dynamic Yield ETF, each a series of the Registrant (each a “Fund” and collectively, the “Funds”).
Responses to all of the additional comments are included below and, as appropriate, will be reflected in a Post- Effective Amendment to the Funds’ Registration Statement (the “Amendment”), which will be filed separately. Capitalized terms not otherwise defined in this letter have the meanings assigned to them in the Registration Statement.
GENERAL
1. Comment: Please confirm whether the LeaderShares® AlphaFactor Tactical Focused ETF and LeaderShares® AlphaFactor US Core Equity ETF for Investment Managers Series Trust II should have a registered trademark symbol with respect to the term AlphaFactor, similar to the name for each corresponding Predecessor Fund.
Response: The Registrant confirms that the LeaderShares® AlphaFactor® Tactical Focused ETF and LeaderShares® AlphaFactor® US Core Equity ETF should have a registered trademark symbol with respect to the term AlphaFactor®, and the Registrant has added the registered trademark symbol to all instances of AlphaFactor® in the Registration Statement.
PROSPECTUS
Principal Investment Strategies – LeaderShares® Activist Leaders® ETF
2. Comment: The first sentence of the second paragraph in the Fund’s Principal Investment Strategies section indicates that the Advisor “…identifies activist investors utilizing a proprietary methodology based upon qualitative elements, including the effectiveness of activists investors’ achievement of stated objectives and positive shareholder returns in positions that were disclosed in Schedule 13D filings.” Please clarify the purposes of evaluation of the activist investors’ achievement of stated objectives (i.e., is it to maximize shareholder returns or is it related to social, environmental and governance concerns?). In addition, please provide additional details of criteria used to determine the activists’ achievement of stated objectives.
Response: The Registrant has revised the second paragraph under its “Principal Investment Strategies” as follows:
The Fund’s investment advisor, Redwood Investment Management, LLC (the “Advisor”), identifies Activist Leaders® investors utilizing a proprietary methodology based upon qualitative elements, including the effectiveness of activist investors’ achievement of stated objectives and positive shareholder returns in positions that were disclosed in Schedule 13D filings. In evaluating an activist investor’s achievement of stated objectives, the Advisor considers factors such as, for example, whether the target company has improved operations and/or corporate governance practices, the activist investor has attained seats on the target company board, or the target company has spun-off an operating division or sold a significant amount of its assets. The Advisor evaluates activist investors’ achievement of stated objectives because the Advisor believes that activist investors that regularly achieve their stated objectives tend to create positive shareholder returns in the companies that are the target of their shareholder activism.
Principal Investment Strategies and Principal Risks – LeaderShares® AlphaFactor® US Core Equity ETF
3. Comment: The Index calculation methodology indicates that the Index focuses mainly on large-capitalization companies, whereas the Fund’s disclosure indicates that the companies within the Index universe may be considered large- or mid-cap companies. Consider revising the disclosure for consistency.
Response: The Registrant has revised the disclosure as follows:
Although the Index focuses on large-cap companies, the Index universe includes both large-and mid-cap companies as of the date of this Prospectus.
* * * * *
The Registrant believes that it has fully responded to each comment. If, however, you have any further questions or require further clarification of any response, please contact me at (626) 385-5777. I may also be reached at diane.drake@mfac-ca.com.
Sincerely,
/s/ Diane J. Drake
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CORRESP
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INVESTMENT MANAGERS
SERIES TRUST II
235 W. Galena Street
Milwaukee, Wisconsin 53212
VIA EDGAR
March 19, 2025
Ms. Soo Im-Tang
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Investment Managers Series Trust II (File Nos. 333-191476 and 811-22894) (the “Registrant”)
on behalf of the LeaderShares® Activist Leaders® ETF, LeaderShares® AlphaFactor®
Tactical Focused ETF, LeaderShares® AlphaFactor® US Core Equity ETF, LeaderShares® Equity
Skew ETF, and LeaderShares® Dynamic Yield ETF
Dear Ms. Im-Tang:
This letter summarizes the additional comments
you provided on behalf of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) via
telephone on March 13, 2025, regarding Post-Effective Amendment No. 423 to the Registrant’s registration statement filed on Form
N-1A on September 20, 2024 (the “Registration Statement”), with respect to the LeaderShares® Activist Leaders®
ETF, LeaderShares® AlphaFactor® Tactical Focused ETF, LeaderShares® AlphaFactor®
US Core Equity ETF, LeaderShares® Equity Skew ETF, and LeaderShares® Dynamic Yield ETF, each a series of
the Registrant (each a “Fund” and collectively, the “Funds”).
Responses to all of the additional comments are
included below and, as appropriate, will be reflected in a Post- Effective Amendment to the Funds’ Registration Statement (the “Amendment”),
which will be filed separately. Capitalized terms not otherwise defined in this letter have the meanings assigned to them in the Registration
Statement.
GENERAL
1. Comment: Please confirm whether the LeaderShares®
AlphaFactor Tactical Focused ETF and LeaderShares® AlphaFactor US Core Equity ETF for Investment Managers Series
Trust II should have a registered trademark symbol with respect to the term AlphaFactor, similar to the name for each corresponding Predecessor
Fund.
Response:
The Registrant confirms that the LeaderShares® AlphaFactor® Tactical Focused ETF and LeaderShares®
AlphaFactor® US Core Equity ETF should have a registered trademark symbol with respect to the term AlphaFactor®,
and the Registrant has added the registered trademark symbol to all instances of AlphaFactor® in the Registration Statement.
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PROSPECTUS
Principal Investment Strategies – LeaderShares®
Activist Leaders® ETF
2. Comment: The first sentence of the second paragraph in the Fund’s Principal Investment Strategies
section indicates that the Advisor “…identifies activist investors utilizing a proprietary methodology based upon qualitative
elements, including the effectiveness of activists investors’ achievement of stated objectives and positive shareholder returns
in positions that were disclosed in Schedule 13D filings.” Please clarify the purposes of evaluation of the activist investors’
achievement of stated objectives (i.e., is it to maximize shareholder returns or is it related to social, environmental and governance
concerns?). In addition, please provide additional details of criteria used to determine the activists’ achievement of stated objectives.
Response: The Registrant has
revised the second paragraph under its “Principal Investment Strategies” as follows:
The Fund’s
investment advisor, Redwood Investment Management, LLC (the “Advisor”), identifies Activist Leaders® investors
utilizing a proprietary methodology based upon qualitative elements, including the effectiveness of activist
investors’ achievement of stated objectives and positive shareholder returns in positions that were disclosed in Schedule 13D filings.
In evaluating an activist investor’s achievement of stated objectives, the Advisor considers factors such as, for example, whether
the target company has improved operations and/or corporate governance practices, the activist investor has attained seats on the target
company board, or the target company has spun-off an operating division or sold a significant amount of its assets. The Advisor evaluates
activist investors’ achievement of stated objectives because the Advisor believes that activist investors that regularly achieve
their stated objectives tend to create positive shareholder returns in the companies that are the target of their shareholder activism.
Principal Investment Strategies and Principal
Risks – LeaderShares® AlphaFactor® US Core Equity ETF
3. Comment: The Index calculation methodology indicates that the Index focuses mainly on large-capitalization
companies, whereas the Fund’s disclosure indicates that the companies within the Index universe may be considered large- or mid-cap
companies. Consider revising the disclosure for consistency.
Response:
The Registrant has revised the disclosure as follows:
Although the Index focuses on large-cap
companies, the Index universe includes both large-and mid-cap companies as of the date of this Prospectus.
* * * * *
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The Registrant believes that it has fully responded
to each comment. If, however, you have any further questions or require further clarification of any response, please contact me at (626)
385-5777. I may also be reached at diane.drake@mfac-ca.com.
Sincerely,
/s/ Diane J. Drake
Diane J. Drake
Secretary
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