Correspondence 0001213900-25-066878 from Investment Managers Series Trust II (CIK 0001587982)
Investment Managers Series Trust II (CIK 0001587982)
Date: July 23, 2025 · CIK: 0001587982 · Accession: 0001213900-25-066878
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287935
Letter
VIA EDGAR 100 F Street, NE Washington, DC 20549 Attention: Division of Investment Management Re: Investment Managers Series Trust II (the "Registrant") Registration Statement on Form N-14 (File No. 333-287935)
Dear Ms. Rotter and Ms. Im-Tang:
This letter summarizes the additional comment provided to me by Ms. Im-Tang of the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") by telephone on July 23, 2025, on the Registrant's pre-effective amendment to the registration statement filed on Form N-14 (the "Registration Statement") relating to the proposed reorganization 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 (each, a "Target Fund" and together, the "Target Funds"), each a series of Two Roads Shared Trust, into 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, an "Acquiring Fund" and together, the "Acquiring Funds"), respectively, each a new series of the Registrant. This combined proxy statement/prospectus is referred to below as the "Proxy Statement." The Target Funds and the Acquiring Funds are collectively referred to herein as the "Funds."
The response to the comment is included below and will be incorporated into a pre-effective amendment to the 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.
1. Under "Terms of the Reorganization" please define the term "Closing" as it has not been previously defined in the Registration Statement.
Response : The Registrant has revised the sentence as follows:
Until the closing date of the Reorganization (the "Closing") , shareholders of the Target Funds will continue to be able to sell their shares at the market price on the New York Stock Exchange (the "Exchange").
* * * * *
The Registrant believes that it has fully responded to the comment. If, however, you have any further questions or required further clarification of the response, please contact me at (626) 385-5777. The Registrant intends to file the Amendment on July 23, 2025, and seek acceleration of the Amendment to July 24, 2025.
/s/ Diane J. Drake
Diane J. Drake
Secretary
Show Raw Text
CORRESP 1 filename1.htm INVESTMENT MANAGERS SERIES TRUST II 235 W. Galena Street Milwaukee, Wisconsin 53212 VIA EDGAR July 23, 2025 Ms. Mindy Rotter, Esq., CPA Ms. Soo Im-Tang U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Division of Investment Management Re: Investment Managers Series Trust II (the "Registrant") Registration Statement on Form N-14 (File No. 333-287935) Dear Ms. Rotter and Ms. Im-Tang: This letter summarizes the additional comment provided to me by Ms. Im-Tang of the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") by telephone on July 23, 2025, on the Registrant's pre-effective amendment to the registration statement filed on Form N-14 (the "Registration Statement") relating to the proposed reorganization 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 (each, a "Target Fund" and together, the "Target Funds"), each a series of Two Roads Shared Trust, into 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, an "Acquiring Fund" and together, the "Acquiring Funds"), respectively, each a new series of the Registrant. This combined proxy statement/prospectus is referred to below as the "Proxy Statement." The Target Funds and the Acquiring Funds are collectively referred to herein as the "Funds." The response to the comment is included below and will be incorporated into a pre-effective amendment to the 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. 1. Under "Terms of the Reorganization" please define the term "Closing" as it has not been previously defined in the Registration Statement. Response : The Registrant has revised the sentence as follows: Until the closing date of the Reorganization (the "Closing") , shareholders of the Target Funds will continue to be able to sell their shares at the market price on the New York Stock Exchange (the "Exchange"). * * * * * 1 The Registrant believes that it has fully responded to the comment. If, however, you have any further questions or required further clarification of the response, please contact me at (626) 385-5777. The Registrant intends to file the Amendment on July 23, 2025, and seek acceleration of the Amendment to July 24, 2025. /s/ Diane J. Drake Diane J. Drake Secretary 2