N-CSR 1 fp0085185-1_ncsr.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-22894

INVESTMENT MANAGERS SERIES TRUST II

(Exact name of registrant as specified in charter)

235 W. Galena Street

Milwaukee, WI 53212

(Address of principal executive offices) (Zip code)

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, CA 91740

(Name and address of agent for service)

(626) 385-5777

Registrant’s telephone number, including area code

Date of fiscal year end: August 31

Date of reporting period: August 31, 2023

Item 1. Report to Stockholders.

The registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is as follows:

AXS Income Opportunities Fund

(Class A: OIOAX)

(Class D: OIODX)

(Class I: OIOIX)

ANNUAL REPORT

AUGUST 31, 2023

AXS Income Opportunities Fund

A series of Investment Managers Series Trust II

Table of Contents

Shareholder Letter	1
Fund Performance	3
Schedule of Investments	5
Statements of Assets and Liabilities	9
Statements of Operations	10
Statements of Changes in Net Assets	11
Statement of Cash Flows	12
Financial Highlights	13
Notes to Financial Statements	16
Report of Independent Registered Public Accounting Firm	25
Supplemental Information	26
Expense Examples	30

This report and the financial statements contained herein are provided for the general information of the shareholders of the AXS Income Opportunities Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.

www.axsinvestments.com

executive summary

The relative calming that unfolded into fiscal year-end was a welcomed change after heightened capital market volatility and financing stresses induced by regional bank failures in late March and April continued to fade. Companies in the REIT sector generally had solid earnings results coming out of the second quarter, many appear positioned to perform well versus other assets classes.

A silver lining that resulted from the banking malaise was financial conditions tightened, which should help to dampen inflation. This tightening was the explicit goal of the Fed when raising the Fed Funds rate eleven times since March of last year through the late July 2023 meeting.

returns

The AXS Income Opportunities Fund Class I shares posted returns of 12.54% for the trailing three months and 3.16% for the twelve months ending 8/31/2023, which compares to the Bloomberg U.S. Aggregate Bond Index’s returns of -1.06% and -1.19% for the same periods, respectively. The Fund’s 3-year return to 8/31/23 was 5.92% annualized compared to -4.41% annualized for the Index.

The performance data quoted represents past performance and is no guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. For the most recent month-end performance, please call (833) 297-2587 or visit the Fund’s website at www.axsinvestments.com.

DISTRIBUTION RATE

We are pleased the Fund’s distribution rate¹ amounted to 8.05% at the end of August. For some of the portfolio companies, as earnings growth continues there may be an ability to increase dividends in future periods, helping to support Fund dividends. The subsidized and unsubsidized SEC 30-day yields as of August 31^st were 6.82% and 7.24%, respectively.

Portfolio Allocation

At the end of the period the Fund was comprised of 91% preferred stocks and 18% REIT common equities. With their competitive yield profile and consistent history of dividend payments, preferred stocks remain the primary focus of the portfolio.

Distribution Rate is the most recent dividend amount annualized ($1.2228) divided by the NAV as of 8/31/23 ($15.19), which equates to 8.05%.

Particularly in times of banking sector stress such as we experienced in March of 2023, and typically for some time thereafter, facets of financing commercial real estate businesses such as balance sheet liquidity, cash availability, and ready access to longstanding lines of credit matter foremost. The ability of owners to maintain control over their assets, not relinquishing them through foreclosure, is paramount. Fortunately, most publicly traded real estate companies manage these facets of the business very well.

Especially if the Fed’s current “higher for longer” rate scenario plays out, there will be some highly leveraged real estate owners continuing to make headlines as the cash flow from their real estate fails to cover debt service, and/or the diminished value of the assets make refinancing difficult or impossible. Ideally at least some REITs in the portfolio would potentially profit from the attractively priced buying opportunities that might result.

Fund Positioning

Given the recovery in stock prices witnessed into fiscal year-end was only partial, not complete, many REIT stocks remain available for investment with large price to net asset value (NAV) discounts. These attractive discounts make it sensible to include a meaningful allocation in the portfolio to common stocks in the sector. Solid balance sheets, dividends well covered by cash flow, and valuation, continue to drive stock selection.

Considering the attractive pricing outlined above, we have maintained elevated levels of REIT equity exposure over the last several quarters, ending August of 2023 at 18%.

Portfolio by Security Type

	Preferreds	Equities
Number of Positions	52	16
Number of Issuers	31	16
Net Invested	91%	18%

TOP 5 NET SecTOR COMPOSITION

SECTOR	Preferreds	SECTOR	Equities
Hotels	33%	Office	6%
Mortgage	32%	Retail	5%
Diversified	7%	Health Care	3%
RE Operating Co.	6%	Mortgage	2%
Single Family Residential	3%	Diversified	1%

Current and future holdings are subject to change and risk. The views in this letter were as of 8/31/23 and may not necessarily reflect the same views on the date this letter is first published or any time thereafter. These views are intended to help shareholders in understanding the fund’s investment methodology and do not constitute investment advice.

Mutual Fund Investing involves risk; principal loss is possible.

AXS Income Opportunities Fund

FUND PERFORMANCE at August 31, 2023 (Unaudited)

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares with a similar investment in the Bloomberg U.S. Aggregate Bond Index during the periods shown. The performance graph above is shown for the Fund’s Class I shares. Class A and Class D shares performance may vary. Results include the reinvestment of all dividends and capital gains.

The Bloomberg U.S. Aggregate Bond Index is a broad-based fixed-income index used by bond traders and the managers of mutual funds and exchange-traded funds (ETFs) as a benchmark to measure their relative performance. The index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and is not available for investment.

Average Annual Total Returns as of August 31, 2023	1 Year	5 Years	10 Years
Before deducting maximum sales charge
Class A^1,2	2.81%	-1.08%	1.62%
Class D³	2.12%	-1.79%	N/A
Class I²	3.16%	-0.80%	1.91%
After deducting maximum sales charge
Class A^1,2	-3.10%	-2.09%	1.10%
Bloomberg U.S. Aggregate Bond Index	-1.19%	0.49%	1.48%

Maximum sales charge for Class A shares is 5.75%.

The Class I and Class A Shares commenced operations on June 28, 2013.

The Class D Shares commenced operations on September 27, 2013.

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling (833) 297-2587.

AXS Income Opportunities Fund

FUND PERFORMANCE at August 31, 2023 (Unaudited) – Continued

The Fund acquired the assets and liabilities of the AXS Income Opportunities Fund (formerly, Orinda Income Opportunities Fund), a series of the RBB Fund, Inc. (the “Predecessor Fund”) at the close of business on May 13, 2022. As a result of the reorganization, the Fund is the accounting successor of the Predecessor Fund. Performance results shown in the graph and the performance table above for the periods prior to May 14, 2022, reflect the performance of the Predecessor Fund.

Expense ratios for the Class A, Class D and Class I shares were 1.69%, 2.44% and 1.44%, respectively, which were stated in the current prospectus dated January 1, 2023. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses as determined in accordance with Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation expenses) do not exceed 1.65%, 2.40% and 1.40% of the average daily net assets of the Fund’s Class A, Class D and Class I shares, respectively. This agreement is in effect until May 13, 2024, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and the performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of the Fund shares.

AXS Income Opportunities Fund

SCHEDULE OF INVESTMENTS

As of August 31, 2023

Number of Shares			Value
		COMMON STOCKS — 18.0%
		REITS — 17.5%
	10,000	Alexandria Real Estate Equities, Inc. - REIT	$	1,163,400
	37,876	American Assets Trust, Inc. - REIT		810,925
	13,947	Arbor Realty Trust, Inc. - REIT		222,594
	24,000	Blackstone Mortgage Trust, Inc. - Class A - REIT		528,480
	9,887	Boston Properties, Inc. - REIT		660,155
	10,868	CTO Realty Growth, Inc. - REIT		191,494
	85,319	Global Medical REIT, Inc. - REIT		825,888
	38,802	KKR Real Estate Finance Trust, Inc. - REIT		485,413
	170,581	Macerich Co. - REIT1		1,994,092
	86,243	Medical Properties Trust, Inc. - REIT		622,674
	6,572	Rexford Industrial Realty, Inc. - REIT		351,405
	44,479	Sabra Health Care REIT, Inc. - REIT		557,322
	14,500	Simon Property Group, Inc. - REIT		1,645,605
	10,000	SL Green Realty Corp. - REIT		392,600
	83,530	Vornado Realty Trust - REIT¹		2,006,391
				12,458,438
		VENTURE CAPITAL — 0.5%
	25,520	Newlake Capital Partners, Inc. - REIT		369,172
		TOTAL COMMON STOCKS
		(Cost $12,013,817)		12,827,610
		PREFERRED STOCKS — 91.2%
		COMMERCIAL SERVICES — 2.1%
	36,380	Triton International Ltd. - Series C, 7.375%^2,3,4		852,020
	26,464	Triton International Ltd. - Series D, 6.875%^2,3,4		624,815
				1,476,835
		REAL ESTATE — 1.1%
	32,452	Seritage Growth Properties - Series A, 7.000%^1,2,4		760,350

		REITS — 83.2%
	116,199	AGNC Investment Corp. - Series C, 10.681% (3-Month USD Libor + 511.1 basis points)^1,2,4,5		3,002,582
	26,077	AGNC Investment Corp. - Series D, 6.875% (3-Month USD Libor + 433.2 basis points)^1,2,4,5		620,633
	21,468	AGNC Investment Corp. - Series F, 6.125% (3-Month USD Libor + 469.7 basis points)^1,2,4,5		468,646
	66,316	American Homes 4 Rent - Series G, 5.875%^1,2,4		1,482,826
	74,673	Annaly Capital Management, Inc. - Series F, 10.531% (3-Month USD Libor + 499.3 basis points)^1,2,4,5		1,909,389
	25,547	Annaly Capital Management, Inc. - Series G, 9.710% (3-Month USD Libor + 417.2 basis points)^2,4,5		644,806
	32,290	Annaly Capital Management, Inc. - Series I, 6.750% (3-Month USD Libor + 498.9 basis points)^1,2,4,5		789,168

AXS Income Opportunities Fund

SCHEDULE OF INVESTMENTS - Continued

As of August 31, 2023

Number of Shares			Value
		PREFERRED STOCKS (Continued)
		REITS (Continued)
	46,925	Arbor Realty Trust, Inc. - Series D, 6.375%^1,2,4	$	891,575
	72,856	Arbor Realty Trust, Inc. - Series E, 6.250%^1,2,4		1,369,693
	70,186	Arbor Realty Trust, Inc. - Series F, 6.250% (3-Month Term SOFR + 544 basis points)^1,2,4,5		1,454,254
	99,948	Armada Hoffler Properties, Inc. - Series A, 6.750%^1,2,4		2,265,821
	17,046	Centerspace - Series C, 6.625%^1,2,4		406,769
	67,175	Chatham Lodging Trust - Series A, 6.625%^1,2,4		1,343,500
	40,703	Chimera Investment Corp. - Series A, 8.000%^1,2,4		823,422
	68,373	Chimera Investment Corp. - Series C, 7.750% (3-Month USD Libor + 474.3 basis points)^1,2,4,5		1,375,665
	75,733	Chimera Investment Corp. - Series D, 8.000% (3-Month USD Libor + 537.9 basis points)^1,2,4,5		1,627,502
	65,305	CorEnergy Infrastructure Trust, Inc., 7.375%^2,4		463,666
	32,892	CTO Realty Growth, Inc. - Series A, 6.375%^1,2,4		647,124
	64,379	DiamondRock Hospitality Co. - Series A, 8.250%^1,2,4		1,660,334
	81,990	EPR Properties - Series G, 5.750%^1,2,4		1,567,649
	33,861	Franklin BSP Realty Trust, Inc. - Series E, 7.500%^1,2,4		701,939
	51,512	Global Net Lease, Inc. - Series A, 7.250%^1,2,4		1,104,417
	49,338	Global Net Lease, Inc. - Series B, 6.875%^2,4		955,184
	33,784	Hersha Hospitality Trust - Series C, 6.875%^1,2,4		840,546
	90,695	Hersha Hospitality Trust - Series D, 6.500%^1,2,4		2,254,678
	102,869	Hersha Hospitality Trust - Series E, 6.500%^1,2,4		2,560,409
	121,659	KKR Real Estate Finance Trust, Inc. - Series A, 6.500%^1,2,4		2,436,830
	49,537	National Storage Affiliates Trust - Series A, 6.000%^1,2,4		1,150,249
	54,092	Pebblebrook Hotel Trust - Series E, 6.375%^1,2,4		1,096,986
	73,415	Pebblebrook Hotel Trust - Series F, 6.300%^1,2,4		1,494,729
	73,142	Pebblebrook Hotel Trust - Series G, 6.375%^1,2,4		1,446,017
	80,845	Pebblebrook Hotel Trust - Series H, 5.700%^1,2,4		1,466,528
	16,659	PennyMac Mortgage Investment Trust - Series B, 8.000% (3-Month USD Libor + 0.00 basis points)^1,2,4,5		367,997
	67,000	PennyMac Mortgage Investment Trust - Series C, 6.750%^2,4		1,224,760
	31,002	Rithm Capital Corp. - Series B, 7.125% (3-Month USD Libor + 564 basis points)^1,2,4,5		686,694
	73,071	Rithm Capital Corp. - Series C, 6.375% (3-Month USD Libor + 496.9 basis points)^1,2,4,5		1,513,300
	143,432	RLJ Lodging Trust - Series A, 1.950%^1,4,6		3,461,014
	11,056	RPT Realty - Series D, 7.250%^1,4,6		584,531
	34,765	SL Green Realty Corp. - Series I, 6.500%^1,2,4		647,672
	52,665	Summit Hotel Properties, Inc. - Series E, 6.250%^1,2,4		1,070,679
	108,347	Summit Hotel Properties, Inc. - Series F, 5.875%^1,2,4		2,006,586
	66,121	Sunstone Hotel Investors, Inc. - Series H, 6.125%^1,2,4		1,417,634
	70,000	Sunstone Hotel Investors, Inc. - Series I, 5.700%^1,2,4		1,407,000
	53,019	TPG RE Finance Trust, Inc. - Series C, 6.250%^1,2,4		914,048
	34,000	UMH Properties, Inc. - Series D, 6.375%^1,2,4		743,240

AXS Income Opportunities Fund

SCHEDULE OF INVESTMENTS - Continued

As of August 31, 2023

Number of Shares			Value
		PREFERRED STOCKS (Continued)
		REITS (Continued)
	66,978	Vornado Realty Trust - Series O, 4.450%^2,4	$	875,403
				59,244,094
		TELECOMMUNICATIONS — 4.8%
	31,663	DigitalBridge Group, Inc. - Series H, 7.125%^1,2,4		677,905
	51,221	DigitalBridge Group, Inc. - Series I, 7.150%^1,2,4		1,100,739
	77,343	DigitalBridge Group, Inc. - Series J, 7.125%^1,2,4		1,635,031
				3,413,675
		TOTAL PREFERRED STOCKS
		(Cost $73,156,311)		64,894,954
		SHORT-TERM INVESTMENTS — 2.0%
	1,421,683	Goldman Sachs Financial Square Government Fund - Institutional Shares, 5.21%^1,7		1,421,683
		TOTAL SHORT-TERM INVESTMENTS
		(Cost $1,421,683)		1,421,683

		TOTAL INVESTMENTS — 111.2%
		(Cost $86,591,811)		79,144,247

		Liabilities in Excess of Other Assets — (11.2)%		(7,975,866	)
		TOTAL NET ASSETS — 100.0%	$	71,168,381

REIT – Real Estate Investment Trusts

¹	All or a portion of the security is segregated as collateral for line of credit borrowings. As of August 31, 2023, the aggregate value of those securities was $44,653,899, representing 62.7% of net assets.
²	Callable.
³	Foreign security denominated in U.S. Dollars.
⁴	Perpetual security. Maturity date is not applicable.
⁵	Variable rate security.
⁶	Convertible security.
⁷	The rate is the annualized seven-day yield at period end.

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

SUMMARY OF INVESTMENTS

As of August 31, 2023

Security Type/Industry	Percent of Total Net Assets
Common Stocks
REITS		17.5	%
Venture Capital		0.5	%
Total Common Stocks		18.0	%
Preferred Stocks
REITS		83.2	%
Telecommunications		4.8	%
Commercial Services		2.1	%
Real Estate		1.1	%
Total Preferred Stocks		91.2	%
Short-Term Investments		2.0	%
Total Investments		111.2	%
Liabilities in Excess of Other Assets		(11.2	)%
Total Net Assets		100.0	%

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

STATEMENT OF ASSETS AND LIABILITIES

As of August 31, 2023

Assets:
Investments, at value (cost $86,591,811)	$	79,144,247
Cash		125,000
Receivables:
Investment securities sold		653,613
Fund shares sold		2,432
Dividends and Interest		316,746
Reclaims receivable		177
Prepaid expenses and other assets		31,492
Total assets		80,273,707

Liabilities:
Payables:
Loan payable		8,681,661
Fund shares redeemed		25,203
Investment securities purchased		226,611
Advisory fees		16,524
Distribution fees - Class A & Class D (Note 6)		8,454
Interest payable		43,988
Fund administration and accounting fees		25,964
Auditing fees		15,500
Legal fees		13,417
Transfer agent fees and expenses		11,213
Trustees’ deferred compensation (Note 3)		9,222
Shareholder reporting fees		7,893
Custody fees		7,194
Chief Compliance Officer fees		2,310
Trustees’ fees and expenses		1,636
Sub-transfer agent fees and expenses		1,174
Accrued other expenses		7,362
Total liabilities		9,105,326
Commitments and contingencies (Note 3)
Net Assets	$	71,168,381

Components of Net Assets:
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)	$	127,391,240
Total distributable earnings (accumulated deficit)		(56,222,859	)
Net Assets	$	71,168,381

Maximum Offering Price per Share:
Class A Shares:
Net assets applicable to shares outstanding	$	2,444,924
Shares of beneficial interest issued and outstanding		161,553
Redemption price per share	$	15.13
Maximum sales charge (5.75% of offering price)		0.92
Maximum offering price to public	$	16.05

Class D Shares:
Net assets applicable to shares outstanding	$	5,935,841
Shares of beneficial interest issued and outstanding		401,367
Redemption price per share	$	14.79

Class I Shares:
Net assets applicable to shares outstanding	$	62,787,616
Shares of beneficial interest issued and outstanding		4,133,892
Redemption price per share	$	15.19

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

STATEMENT OF OPERATIONS

For the Year Ended August 31, 2023

Investment Income:
Dividends	$	5,312,456
Interest		94,935
Total investment income		5,407,391

Expenses:
Advisory fees		964,350
Interest expense		555,216
Fund administration and accounting fees		195,569
Sub-transfer agent fees and expenses		103,347
Distribution fees - Class D (Note 6)		59,684
Registration fees		55,009
Legal fees		39,167
Transfer agent fees and expenses		24,992
Trustees’ fees and expenses		16,119
Auditing fees		16,000
Custody fees		15,912
Chief Compliance Officer fees		13,388
Shareholder reporting fees		11,068
Insurance fees		6,849
Distribution fees - Class A (Note 6)		6,758
Miscellaneous		5,921
Total expenses		2,089,349
Advisory fees recovered (waived)		(117,609	)
Net expenses		1,971,740
Net investment income (loss)		3,435,651

Realized and Unrealized Gain (Loss):
Net realized gain (loss) on:
Investments		(9,811,144	)
Net realized gain (loss)		(9,811,144	)
Net change in unrealized appreciation/depreciation on:
Investments		4,395,505
Net change in unrealized appreciation/depreciation		4,395,505
Net realized and unrealized gain (loss)		(5,415,639	)

Net Increase (Decrease) in Net Assets from Operations	$	(1,979,988	)

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

STATEMENTS OF CHANGES IN NET ASSETS

	For the			For the
	Year Ended			Year Ended
	August 31, 2023			August 31, 2022¹
Increase (Decrease) in Net Assets from:
Operations:
Net investment income (loss)	$	3,435,651		$	3,995,005
Net realized gain (loss) on investments and securities sold short		(9,811,144	)		10,902,967
Net change in unrealized appreciation/depreciation on investments and securities sold short		4,395,505			(33,092,755	)
Net increase (decrease) in net assets resulting from operations		(1,979,988	)		(18,194,783	)

Distributions to Shareholders:
Distributions:
Class A		(128,477	)		(156,368	)
Class D		(252,213	)		(212,105	)
Class I		(4,427,259	)		(3,742,435	)
Return of Capital:
Class A		(73,636	)		(196,309	)
Class D		(160,748	)		(296,442	)
Class I		(2,318,288	)		(5,366,433	)
Total distributions to shareholders		(7,360,621	)		(9,970,092	)

Capital Transactions:
Net proceeds from shares sold:
Class A		80,393			291,331
Class D		263,028			594,900
Class I		7,469,884			22,985,337
Reinvestment of distributions:
Class A		160,281			186,050
Class D		361,759			366,618
Class I		6,209,793			7,057,529
Cost of shares redeemed:
Class A		(1,102,051	)		(3,480,672	)
Class D		(1,654,694	)		(2,408,902	)
Class I		(62,245,818	)		(65,659,943	)
Net increase (decrease) in net assets from capital transactions		(50,457,425	)		(40,067,752	)

Total increase (decrease) in net assets		(59,798,034	)		(68,232,627	)

Net Assets:
Beginning of period		130,966,415			199,199,042
End of period	$	71,168,381		$	130,966,415

Capital Share Transactions:
Shares sold:
Class A		5,379			15,607
Class D		18,602			34,286
Class I		510,055			1,282,212
Shares reinvested:
Class A		11,638			10,508
Class D		26,816			21,186
Class I		450,343			399,437
Shares redeemed:
Class A		(76,074	)		(195,952	)
Class D		(117,204	)		(140,638	)
Class I		(4,349,615	)		(3,662,593	)
Net increase (decrease) in capital share transactions		(3,520,060	)		(2,235,947	)

With the Plan of Reorganization with respect to the Orinda Income Opportunities Fund, Class A, Class D and Class I shareholders received Class A, Class D and Class I shares of the AXS Income Opporunities Fund, respectively, effective as of the close of business on May 13, 2022. See Note 1 in the accompanying Notes to Financial Statements.

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

STATEMENT OF CASH FLOWS

For the Year Ended August 31, 2023

Increase (Decrease) in Cash:
Cash flows provided by (used for) operating activities:
Net increase (decrease) in net assets resulting from operations	$	(1,979,988	)
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:
Purchases of long-term investments		(47,859,640	)
Sales of long-term investments		102,787,909
Return of capital dividends received		3,456,632
Purchase/Sale of short-term investments, net		1,106,404
(Increase) Decrease in Assets:
Investment securities sold receivable		(141,020	)
Dividends and interest receivables		281,697
Prepaid expenses and other assets		4,752
Increase (Decrease) in Liabilities:
Investment securities purchased payable		(103,489	)
Due to Custodian		(781,773	)
Interest expense		8,284
Advisory fees payable		(56,846	)
Accrued expenses		(55,895	)
Net realized (gain)/loss		9,811,144
Net change in unrealized appreciation/depreciation		(4,395,505	)
Net cash provided by (used for) operating activities		62,082,666

Cash flows provided by (used for) financing activities:
Proceeds from shares sold		7,810,873
Cost of shares redeemed		(65,184,313	)
Dividends paid to shareholders, net of reinvestments		(628,788	)
Loan payable		(3,955,438	)
Net cash provided by (used for) financing activities		(61,957,666	)

Net Increase (Decrease) in cash		125,000

Cash and cash equivalents
Beginning cash balance		-
Beginning cash held at broker		-
Total beginning cash and cash equivalents		-

Ending cash balance		125,000
Ending cash held at broker		-
Total ending cash and cash equivalents	$	125,000
Supplemental disclosure of interest expense paid	$	546,932

Non cash financing activities not included herein consist of $6,731,833 of reinvested dividends.

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

FINANCIAL HIGHLIGHTS

Class A*

Per share operating performance.

For a capital share outstanding throughout each period.

	For the Year Ended August 31,
	2023			2022			2021			2020			2019
Net asset value, beginning of period	$	15.91		$	19.02		$	15.74		$	21.77		$	22.46
Income from Investment Operations:
Net investment income (loss)¹		0.49			0.41			0.30			0.68			0.85
Net realized and unrealized gain (loss)		(0.19	)		(2.45	)		4.06			(5.48	)		(0.10	)
Total from investment operations		0.30			(2.04	)		4.36			(4.80	)		0.75

Less Distributions:
From net investment income		(0.64	)		(0.42	)		(0.57	)		(0.90	)		(1.08	)
From return of capital		(0.44	)		(0.65	)		(0.51	)		(0.33	)		(0.36	)
Total distributions		(1.08	)		(1.07	)		(1.08	)		(1.23	)		(1.44	)

Net asset value, end of period	$	15.13		$	15.91		$	19.02		$	15.74		$	21.77

Total return²		2.81	%		(11.15	)%		28.78	%		(22.43	)%		3.82	%

Ratios and Supplemental Data:
Net assets, end of period (in thousands)	$	2,445		$	3,509		$	7,427		$	14,444		$	62,963

Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):
Before fees waived and expenses absorbed/recovered³		2.35	%		1.81	%		1.65	%		1.82	%		2.04	%
After fees waived and expenses absorbed/recovered³		2.23	%		1.76	%		1.69	%		1.80	%		2.04	%
Ratio of net investment income (loss) to average net assets (including dividends on securities sold short and interest expense):
Before fees waived and expenses absorbed/recovered		3.26	%		2.24	%		1.80	%		3.34	%		3.96	%
After fees waived and expenses absorbed/recovered		3.38	%		2.29	%		1.76	%		3.36	%		3.96	%

Portfolio turnover rate		46	%		93	%		149	%		153	%		131	%

Financial information from August 31, 2019 through May 13, 2022 is for the Orinda Income Opportunities Fund, which was reorganized into the AXS Income Opportunities Fund as of the close of business on May 13, 2022. See Note 1 in the accompanying Notes to Financial Statements.

Based on average shares outstanding for the period.

Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns shown do not include payment of sales load of 5.75% of offering price which will not apply on sales of $1 million or more. If the sales charge was included total returns would be lower.

If dividends on securities sold short and interest expense had been excluded, the expense ratios would have been lower by 0.58% for the year ended August 31, 2023. For years ended August 31, 2022, 2021, 2020, and 2019, the expense ratios would have been lower by 0.17%, 0.08%, 0.25%, and 0.46%, respectively.

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

FINANCIAL HIGHLIGHTS

Class D*

Per share operating performance.

For a capital share outstanding throughout each period.

	For the Year Ended August 31,
	2023			2022			2021			2020			2019
Net asset value, beginning of period	$	15.56		$	18.66		$	15.49		$	21.52		$	22.23
Income from Investment Operations:
Net investment income (loss)¹		0.37			0.27			0.15			0.49			0.73
Net realized and unrealized gain (loss)		(0.16	)		(2.40	)		4.00			(5.36	)		(0.13	)
Total from investment operations		0.21			(2.13	)		4.15			(4.87	)		0.60

Less Distributions:
From net investment income		(0.58	)		(0.32	)		(0.47	)		(0.83	)		(0.95	)
From return of capital		(0.40	)		(0.65	)		(0.51	)		(0.33	)		(0.36	)
Total distributions		(0.98	)		(0.97	)		(0.98	)		(1.16	)		(1.31	)

Net asset value, end of period	$	14.79		$	15.56		$	18.66		$	15.49		$	21.52

Total return²		2.12	%		(11.90	)%		27.80	%		(22.99	)%		3.12	%

Ratios and Supplemental Data:
Net assets, end of period (in thousands)	$	5,936		$	7,364		$	10,420		$	9,626		$	17,939

Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):
Before fees waived and expenses absorbed/recovered³		3.10	%		2.56	%		2.40	%		2.70	%		2.80	%
After fees waived and expenses absorbed/recovered³		2.98	%		2.51	%		2.43	%		2.68	%		2.80	%
Ratio of net investment income (loss) to average net assets (including dividends on securities sold short and interest expense):
Before fees waived and expenses absorbed/recovered		2.51	%		1.49	%		0.90	%		2.65	%		3.43	%
After fees waived and expenses absorbed/recovered		2.63	%		1.54	%		0.88	%		2.67	%		3.43	%

Portfolio turnover rate		46	%		93	%		149	%		153	%		131	%

Based on average shares outstanding for the period.

Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 1.00% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

FINANCIAL HIGHLIGHTS

Class I*

Per share operating performance.

For a capital share outstanding throughout each period.

	For the Year Ended August 31,
	2023			2022			2021			2020			2019
Net asset value, beginning of period	$	15.96		$	19.08		$	15.78		$	21.83		$	22.50
Income from Investment Operations:
Net investment income (loss)¹		0.53			0.45			0.32			0.67			0.95
Net realized and unrealized gain (loss)		(0.18	)		(2.46	)		4.10			(5.44	)		(0.12	)
Total from investment operations		0.35			(2.01	)		4.42			(4.77	)		0.83

Less Distributions:
From net investment income		(0.67	)		(0.46	)		(0.61	)		(0.95	)		(1.14	)
From return of capital		(0.45	)		(0.65	)		(0.51	)		(0.33	)		(0.36	)
Total distributions		(1.12	)		(1.11	)		(1.12	)		(1.28	)		(1.50	)

Net asset value, end of period	$	15.19		$	15.96		$	19.08		$	15.78		$	21.83

Total return²		3.16	%		(10.97	)%		29.12	%		(22.22	)%		4.17	%

Ratios and Supplemental Data:
Net assets, end of period (in thousands)	$	62,787		$	120,093		$	181,351		$	150,062		$	206,355

Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):
Before fees waived and expenses absorbed/recovered³		2.10	%		1.56	%		1.40	%		1.71	%		1.79	%
After fees waived and expenses absorbed/recovered³		1.98	%		1.51	%		1.43	%		1.69	%		1.79	%
Ratio of net investment income (loss) to average net assets (including dividends on securities sold short and interest expense):
Before fees waived and expenses absorbed/recovered		3.51	%		2.49	%		1.88	%		3.65	%		4.43	%
After fees waived and expenses absorbed/recovered		3.63	%		2.53	%		1.85	%		3.67	%		4.43	%

Portfolio turnover rate		46	%		93	%		149	%		153	%		131	%

Based on average shares outstanding for the period.

Total returns would have been higher/lower had expenses not been recovered/waived and absorbed by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See accompanying Notes to Financial Statements.

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS

August 31, 2023

Note 1 – Organization

AXS Income Opportunities Fund (the “Fund”) is organized as a diversified series of Investment Managers Series Trust II, a Delaware statutory trust (the “Trust”) which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund seeks to maximize current income with potential for modest growth capital.

The Fund commenced investment operations on May 16, 2022 with Class A shares, Class D Shares and Class I shares. Prior to that date, the Fund acquired the assets and assumed the liabilities of the Orinda Income Opportunities Fund (the “Predecessor Fund”), a series of the RBB Fund, Inc., which offered three class of shares, Class A, Class D, and Class I shares. On May 6, 2022, beneficial owners of the Predecessor Fund approved a proposed Agreement and Plan of Reorganization that provided for the reorganization into the Fund. The Plan of Reorganization was approved by the Trust’s Board on January 20, 2022 and by the RBB Fund, Inc. Board on January 20, 2022. The tax-free reorganization was accomplished on May 13, 2022. As a result of the reorganization, the Fund assumed the performance and accounting history of the Predecessor Fund. Financial information included for the dates prior to the reorganization is that of the Predecessor Fund.

The reorganization was accomplished by the following tax-free exchange in which each shareholder of the Fund received the same aggregate share net asset value in the corresponding classes as noted below:

	Shares Issued		Net Assets
Class A		288,994	$	4,713,613
Class D		500,841		7,997,228
Class I		7,682,748		125,743,540

The net unrealized depreciation of investments transferred was $14,736,986 as of the date of the acquisition.

The shares of each class represent an interest in the same portfolio of investments of the Fund and have equal rights as to voting, redemptions, dividends and liquidation, subject to the approval of the Trustees. Income, expenses (other than expenses attributable to a specific class) and realized and unrealized gains and losses on investments are allocated to each class of shares in proportion to their relative net assets. Shareholders of a class that bears distribution and service expenses under the terms of a distribution plan have exclusive voting rights to that distribution plan.

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies”.

Note 2 – Accounting Policies

The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of their financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

(a) Valuation of Investments

The Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale). The Board of Trustees has designated the Advisor as the Fund’s valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Advisor has adopted and implemented policies and procedures to be followed when the Fund must utilize fair value pricing. Prior to September 8, 2022, securities were valued at fair value as determined in good faith by the Fund’s advisor, subject to review and approval by the Valuation Committee, pursuant to procedures adopted by the Board of Trustees. The actions of the Valuation Committee were subsequently reviewed by the Board at its next regularly scheduled board meeting. The Valuation Committee met as needed. The Valuation Committee was comprised of all the Trustees, but action may had been taken by any one of the Trustees.

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS - Continued

August 31, 2023

(b) Investment Transactions, Investment Income and Expenses

Investment transactions are accounted for on trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Premiums for callable debt securities are amortized to the earliest call date, if the call price was less than the purchase price. If the call price was not at par and the security was not called, the security is amortized to the next call price and date. Income and expenses of the Fund are allocated on a pro rata basis to each class of shares relative net assets, except for distribution and service fees which are unique to each class of shares. Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of the Fund except where allocation of direct expenses to the Fund or an alternative allocation method can be more appropriately made.

(c) Federal Income Taxes

The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized gains to their shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.

Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS - Continued

August 31, 2023

The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund’s current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of August 31, 2023 and during the prior three open tax years, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is not aware of any tax positions for which they are reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

(d) Distributions to Shareholders

The Fund will make distributions of net investment income quarterly and net capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.

The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement and tax purposes. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature.

(e) Real Estate Investment Trusts (“REITs”)

The Fund has made certain investments in REITS which pay dividends to their shareholders based upon available funds from operations. It is quite common for these dividends to exceed the REITs’ taxable earnings and profits resulting in the excess portion being designated as a return of capital. The Fund intends to include the gross dividends from such REITs in its annual distributions to shareholders and, accordingly, a portion of the Fund’s distributions may also be designated as a return of capital.

(f) Illiquid Securities

Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Advisor at any time determines that the value of illiquid securities held by a Fund exceeds 15% of its net asset value, the Advisor will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Fund’s written LRMP.

Note 3 – Investment Advisory and Other Agreements

The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the “Agreement”) with AXS Investments LLC (the “Advisor”). Under the terms of the Agreement, the Fund pays twice a month investment advisory fee to the Advisor at the annual rate of 1.00% of the Fund’s average daily net assets. The Advisor has contractually agreed to waive its fee and/or pay for operating expenses to ensure that total annual operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-1A), expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.65%, 2.40% and 1.40% of the average daily net assets of the Fund’s Class A shares, Class D shares and Class I shares, respectively, until May 13, 2024, and the agreement may be terminated before that date only by the Trust’s Board of Trustees.

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS - Continued

August 31, 2023

For the year ended August 31, 2023, the Advisor waived a portion of its advisory fees totaling $117,609. The Advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three full years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation amount in effect at the time such fees were waived or payments made, or (b) the expense limitation amount in effect at the time of the reimbursement. At August 31, 2023, the amount of these potentially recoverable expenses was $207,295. The potential recoverable amount is noted as “Commitments and contingencies” as reported on the Statement of Assets and Liabilities. The Advisor may recapture all or a portion of this amount no later than August 31, of the year stated below:

2025	$	89,686
2026		117,609
Total	$	207,295

UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Fund’s other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian.

The Fund’s allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the year ended August 31, 2023, are reported on the Statement of Operations.

ALPS Distributors, Inc. serves as the Fund’s Distributor (the “Distributor”). Prior to January 1, 2023, IMST Distributors, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), served as the Fund’s Distributor. The Distributor does not receive compensation from the Fund for its distribution services; the Advisor pays the Distributor a fee for its distribution-related services.

Certain trustees and officers of the Trust are employees of UMBFS or MFAC. The Fund does not compensate trustees and officers affiliated with the Fund’s co-administrators. For the year ended August 31, 2023, the Fund’s allocated fees incurred to Trustees who are not affiliated with the Fund’s co-administrators are reported on the Statement of Operations.

The Fund’s Board of Trustees has adopted a Deferred Compensation Plan (the “Plan”) for the Independent Trustees that enables Trustees to elect to receive payment in cash or the option to select various fund(s) in the Trust in which their deferred accounts shall be deemed to be invested. If a trustee elects to defer payment, the Plan provides for the creation of a deferred payment account. The Fund’s liability for these amounts is adjusted for market value changes in the invested fund and remains a liability to the Fund until distributed in accordance with the Plan. The Trustees Deferred compensation liability under the Plan constitutes a general unsecured obligation of the Fund and is disclosed in the Statement of Assets and Liabilities. Contributions made under the plan and the change in unrealized appreciation/depreciation and income are included in the Trustees’ fees and expenses in the Statement of Operations.

Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Fund’s allocated fees incurred for CCO services for the year ended August 31, 2023, are reported on the Statement of Operations.

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS - Continued

August 31, 2023

Note 4 – Federal Income Taxes

At August 31, 2023, gross unrealized appreciation and (depreciation) of investments owned by the Fund, based on cost for federal income tax purposes were as follows:

Cost of investments	$	87,622,875

Gross unrealized appreciation	$	4,055,365
Gross unrealized depreciation		(12,533,993	)

Net unrealized appreciation (depreciation) on investments	$	(8,478,628	)

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net asset value per share. For the year ended August 31, 2023, permanent differences in book and tax accounting have been reclassified to paid in capital and total distributable earnings as follows:

Increase (Decrease)
	Paid in Capital		Total Distributable Earnings
$	993,122	$	(993,122	)

As of August 31, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

Undistributed ordinary income	$	-
Undistributed long-term capital gains		-
Tax accumulated earnings		-

Accumulated capital and other losses		(47,744,231	)
Net unrealized appreciation (depreciation) on investments		(8,478,628	)
Total accumulated earnings (deficit)	$	(56,222,859	)

The tax character of the distributions paid during the fiscal years ended August 31, 2023 and 2022, were as follows:

Distributions paid from:	2023		2022
Ordinary income	$	4,807,949	$	4,110,908
Net long-term capital gains		-		-
Return of capital		2,552,672		5,859,184
Total distributions paid	$	7,360,621	$	9,970,092

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS - Continued

August 31, 2023

As of August 31, 2023, the Fund had net capital loss carryovers as follows:

Not subject to expiration:
Short-term	$	31,275,136
Long-Term		16,469,095
Total	$	47,744,231

During the tax year ended August 31, 2023, the Fund utilized $0 of short-term and $0 of long-term non-expiring capital loss carryforwards, respectively.

Note 5 – Investment Transactions

For the year ended August 31, 2023, the Fund’s purchases and sales of investments, excluding short-term investments, were $47,859,640 and $102,787,909, respectively.

Note 6 – Distribution Plan

The Trust, on behalf of the Fund, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act that allows the Fund to pay distribution fees for the sale and distribution of its shares. With respect to Class A shares, the Plan provides for the payment of distribution fees at the annual rate of up to 0.25% of average daily net assets. With respect to Class D shares, the Plan provides for the payment of distribution fees at the annual rate of up to 1.00% of average daily net assets. Class I Shares are not subject to any distribution or service fees under the Plan.

For the year ended August 31, 2023, distribution fees incurred are disclosed on the Statement of Operations.

Note 7 – Indemnifications

In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.

Note 8 – Fair Value Measurements and Disclosure

Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.

Under Fair Value Measurements and Disclosures, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized into three broad Levels as described below:

●

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

●

Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS - Continued

August 31, 2023

●

Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

The inputs used to measure fair value may fall into different Levels of the fair value hierarchy. In such cases, for disclosure purposes, the Level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest Level input that is significant to the fair value measurement in its entirety.

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of August 31, 2023, in valuing the Fund’s assets carried at fair value:

	Level 1		Level 2^**		Level 3^**		Total
Investments
Common Stocks^*	$	12,827,610	$	-	$	-	$	12,827,610
Preferred Stocks^*		64,894,954		-		-		64,894,954
Short-Term Investments		1,421,683		-		-		1,421,683
Total Investments	$	79,144,247	$	-	$	-	$	79,144,247

All common stocks and preferred stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks and preferred stocks by major industry classification, please refer to the Schedule of Investments.

^**

The Fund did not hold any Level 2 or 3 securities at period end.

Note 9 – Borrowing

The Fund has entered into a borrowing agreement with BNP Paribas (acting through its New York Branch). The Fund may borrow amounts up to one-third of the value of its assets. The Fund is charged interest of the bank’s overnight bank funding rate plus 1.30% for borrowing under this agreement. Interest expense for the year ended August 31, 2023, is disclosed on the Statement of Operations, if applicable. Credit facility activity for the year ended August 31, 2023, was as follows:

Maximum available credit	$	23,730,384
Largest amount outstanding on an individual day		15,912,343
Average daily loan outstanding		9,236,621
Credit facility outstanding as of August 31, 2023		7,843,944
Average interest rate when in use		5.66	%
Interest	$	555,216

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS - Continued

August 31, 2023

Note 10 – Market Disruption and Geopolitical Risks

Certain local, regional, or global events such as war, acts of terrorism, the spread of infectious illness and/or other public health issues, or other events may have a significant impact on a security or instrument. These types of events and other like them are collectively referred to as “Market Disruptions and Geopolitical Risks” and they may have adverse impacts on the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Some of the impacts noted in recent times include but are not limited to embargos, political actions, supply chain disruptions, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate impacted markets. The duration of these events could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment. The ultimate impact of “Market Disruptions and Geopolitical Risks” on the financial performance of the Fund’s investments is not reasonably estimable at this time. Management is actively monitoring these events.

Note 11 – New Accounting Pronouncement

Effective January 24, 2023, the SEC adopted rule and form amendments to require mutual funds and ETFs to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information deemed important for retail investors to assess and monitor their fund investments. Other information, including financial statements, will no longer appear in the Fund’s streamlined shareholder reports but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these rule and form amendment changes on the content of the current shareholder report and the newly created annual and semiannual streamlined shareholder reports.

In October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule 18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a Fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives risk manager. The Fund has adopted procedures in accordance with Rule 18f-4.

In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund has adopted procedures in accordance with Rule 2a-5.

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which extends the period through December 31, 2024. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.

AXS Income Opportunities Fund

NOTES TO FINANCIAL STATEMENTS - Continued

August 31, 2023

Note 12 – Events Subsequent to the Fiscal Periods End

The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of the Fund’s financial statements.

The Fund changed its fiscal year end to September 30, effective September 1, 2023.

The Fund declared the payment of a distribution to be paid, on September 28, 2023, to shareholders of record on September 27, 2023 as follows:

Long Term Capital Gain

Short Term Capital Gain

Income

Class A Shares

None

0.26032

Class D Shares

None

0.23522

Class I Shares

None

0.26862

There were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of

Investment Managers Series Trust II

and the Shareholders of AXS Income Opportunities Fund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AXS Income Opportunities Fund (the “Fund”), a series of Investment Managers Series Trust II, including the schedule of investments, as of August 31, 2023, the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of August 31, 2023, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2013.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of August 31, 2023 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.


	TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

October 30, 2023

AXS Income Opportunities Fund

SUPPLEMENTAL INFORMATION (Unaudited)

CORPORATE DIVIDENDS RECEIVED DEDUCTION

For the year ended August 31, 2023, the AXS Income Opportunities Fund had 0.00% of dividends paid from net investment income qualified for the 70.00% dividends received deduction available to corporate shareholders.

QUALIFIED DIVIDEND INCOME

For the year ended August 31, 2023, the AXS Income Opportunities Fund had 8.38% of dividends paid from net investment income, designated as qualified dividend income.

Trustees and Officers Information

Additional information about the Trustees is included in the Fund’s Statement of Additional Information which is available, without charge, upon request by calling (833) 297-2587. The Trustees and officers of the Fund and their principal occupations during the past five years are as follows:

Name, Address, Year of Birth and Position(s) held with Trust	Term of Office^c and Length of Time Served	Principal Occupation During the Past Five Years and Other Affiliations	Number of Portfolios in the Fund Complex Overseen by Trustee^d	Other Directorships Held by Trustee^e
“Independent” Trustees:
Thomas Knipper, CPA ^a (Born 1957) Trustee	Since September 2013	Retired (April 2022 – present); Independent Consulting, financial services organizations (March 2021 – March 2022); Vice President and Chief Compliance Officer, Ameritas Investment Partners, a registered investment advisor (1995 – March 2021).	1	Monachil Credit Income Fund, a closed-end investment company.
Kathleen K. Shkuda ^a (born 1951) Trustee	Since September 2013	Zigzag Consulting, a financial services consulting firm (2008 – present); Director, Managed Accounts, Merrill Lynch (2007 – 2008).	1	None.
Larry D. Tashjian ^a (born 1953) Trustee and Chairman of the Board	Since September 2013	Principal, CAM Capital Advisors, a family office (2001 – present).	1	General Finance Corporation.

AXS Income Opportunities Fund

SUPPLEMENTAL INFORMATION (Unaudited) – Continued

Name, Address, Year of Birth and Position(s) held with Trust	Term of Office^c and Length of Time Served	Principal Occupation During the Past Five Years and Other Affiliations	Number of Portfolios in the Fund Complex Overseen by Trustee^d	Other Directorships Held by Trustee^e
“Independent” Trustee:
John P. Zader ^a (born 1961) Trustee	Since September 2013	Retired (June 2014 – present); CEO, UMB Fund Services, Inc., a mutual fund and hedge fund service provider, and the transfer agent, fund accountant, and co-administrator for the Fund(s) (December 2006 – June 2014); President, Investment Managers Series Trust (December 2007 – June 2014).	1	FPA Funds Trust (includes 2 portfolios), Bragg Capital Trust (includes 2 portfolios), FPA New Income, Inc. and FPA U.S. Core Equity Fund, Inc., each a registered investment company; Source Capital, Inc., a closed-end investment company.
Interested Trustee:
Terrance P. Gallagher ^a* (born 1958) Trustee and President	Since July 2019	President, Investment Managers Series Trust II (September 2013 – present); Executive Vice President, UMB Fund Services, Inc. (2007 – present); Director of Compliance, Unified Fund Services Inc. (now Huntington Fund Services), a mutual fund service provider (2004 – 2007).	1	Agility Multi-Asset Income Fund, Aspiriant Risk-Managed Real Asset Fund, Aspiriant Risk-Managed Capital Appreciation Fund, AFA Multi-Manager Credit Fund, The Optima Dynamic Alternatives Fund, Infinity Core Alternative Fund, Keystone Private Income Fund, First Trust Alternative Opportunities Fund, Variant Alternative Income Fund, Variant Impact Fund, First Trust Private Assets Fund, First Trust Private Credit Fund, First Trust Real Assets Fund, Destiny Alternative Fund LLC, Destiny Alternative Fund (TEI) LLC, and Pender Real Estate Credit Fund, each a closed-end investment company.

AXS Income Opportunities Fund

SUPPLEMENTAL INFORMATION (Unaudited) – Continued

Name, Address, Year of Birth and Position(s) held with Trust	Term of Office^c and Length of Time Served	Principal Occupation During the Past Five Years and Other Affiliations	Number of Portfolios in the Fund Complex Overseen by Trustee^d	Other Directorships Held by Trustee^e
Interested Trustee:
Joy Ausili ^b† (born 1966) Trustee, Vice President and Assistant Secretary	Since January 2023	Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Vice President and Assistant Secretary (January 2016 – present), Investment Managers Series Trust II; Vice President and Secretary, Investment Managers Series Trust (March 2016 – present); Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022).	1	None.
Officers of the Trust:
Rita Dam ^b (born 1966) Treasurer and Assistant Secretary	Since September 2013	Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022).	N/A	N/A
Diane Drake ^b (born 1967) Secretary	Since January 2016	Senior Counsel, Mutual Fund Administration, LLC (October 2015 – present); Chief Compliance Officer, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2019).	N/A	N/A
Martin Dziura ^b (born 1959) Chief Compliance Officer	Since September 2013	Principal, Dziura Compliance Consulting, LLC (October 2014 – present); Managing Director, Cipperman Compliance Services (2010 – September 2014); Chief Compliance Officer, Hanlon Investment Management (2009 – 2010); Vice President − Compliance, Morgan Stanley Investment Management (2000 − 2009).	N/A	N/A

Address for certain Trustees and certain officers: 235 West Galena Street, Milwaukee, Wisconsin 53212.

Address for Mr. Banhazl, Ms. Ausili, Ms. Dam and Ms. Drake: 2220 E. Route 66, Suite 226, Glendora, California 91740. Address for Mr. Dziura: 309 Woodridge Lane, Media, Pennsylvania 19063.

Trustees and officers serve until their successors have been duly elected.

The Trust is comprised of 48 series managed by unaffiliated investment advisors. The term “Fund Complex” applies only to the Funds managed by the same investment advisor. The Fund’s investment advisor also serves as the investment advisor to the AXS Adaptive Plus Fund, AXS Alternative Value Fund, AXS Multi-Strategy Alternatives Fund, AXS Chesapeake Strategy Fund, AXS Market Neutral Fund, AXS Merger Fund, AXS Sustainable Fund, AXS Thomson Reuters Private Equity Return Tracker, AXS Dynamic Opportunity Fund, AXS Tactical Income Fund, AXS 1.25X NVDA Bear Daily ETF, AXS 2X Innovation ETF, AXS Astoria Inflation Sensitive ETF, AXS Brendan Wood TopGun Index ETF, AXS Cannabis ETF, AXS Change Finance ESG ETF, AXS Esoterica NextG Economy ETF, AXS First Priority CLO Bond ETF, AXS TSLA Bear Daily ETF, AXS Real Estate Income ETF, AXS Short Innovation Daily ETF and AXS Green Alpha ETF, which are offered in separate prospectus. The Funds do not hold themselves out as related to any other series within the Trust, for purposes of investment and investor services.

AXS Income Opportunities Fund

SUPPLEMENTAL INFORMATION (Unaudited) – Continued

“Other Directorships Held” includes only directorship of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended (that is, “public companies”) or other investment companies registered under the 1940 Act.

†

Mr. Banhazl is an “interested person” of the Trust by virtue of his position with Mutual Fund Administration, LLC.

Mr. Gallagher is an “interested person” of the Trust by virtue of his position with UMB Fund Services, Inc.

AXS Income Opportunities Fund

EXPENSE EXAMPLE

For the Six Months Ended August 31, 2023 (Unaudited)

Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees; distribution and/or 12b-1 fees (Class A and Class D shares only) and other Fund expenses. The example below is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from March 1, 2023 to August 31, 2023.

Actual Expenses

The information in the row titled “Actual Performance” of the table below provides actual account values and actual expenses. You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the appropriate row for your share class, under the column titled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The information in the row titled “Hypothetical (5% annual return before expenses)” of the table below provides hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (load) or contingent deferred sales charges. Therefore, the information in the row titled “Hypothetical (5% annual return before expenses)” is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

		Beginning Account Value	Ending Account Value	Expenses Paid During Period*
		3/1/23	8/31/23	3/1/23 – 8/31/23
Class A	Actual Performance	$ 1,000.00	$ 1,029.00	$ 11.81
	Hypothetical (5% annual return before expenses)	1,000.00	1,013.56	11.72
Class D	Actual Performance	1,000.00	1,025.00	15.62
	Hypothetical (5% annual return before expenses)	1,000.00	1,009.78	15.50
Class I	Actual Performance	1,000.00	1,030.90	10.54
	Hypothetical (5% annual return before expenses)	1,000.00	1,014.82	10.46

Expenses are equal to the Fund’s annualized expense ratios of 2.31%, 3.06% and 2.06% for Class A shares, Class D shares and Class I shares, respectively, multiplied by the average account values over the period, multiplied by 184/365 (to reflect the six-month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.

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AXS Income Opportunities Fund

A series of Investment Managers Series Trust II

Investment Advisor

AXS Investments LLC

181 Westchester Avenue, Unit 402

Port Chester, New York 10573

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

Two Liberty Place

50 South 16^th Street, Suite 2900

Philadelphia, Pennsylvania 19102

Custodian

UMB Bank, n.a.

928 Grand Boulevard, 5^th Floor

Kansas City, Missouri 64106

Fund Co-Administrator

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, California 91740

Fund Co-Administrator, Transfer Agent and Fund Accountant

UMB Fund Services, Inc.

235 W. Galena Street

Milwaukee, Wisconsin 53212

Distributor

ALPS Distributors, Inc.

1290 Broadway, Suite 1000

Denver, Colorado 80203

www.alpsfunds.com

FUND INFORMATION

	TICKER	CUSIP
AXS Income Opportunities Fund – Class A	OIOAX	46144X 602
AXS Income Opportunities Fund – Class D	OIODX	46144X 701
AXS Income Opportunities Fund – Class I	OIOIX	46144X 800

Privacy Principles of the AXS Income Opportunities Fund for Shareholders

The Fund is committed to maintaining the privacy of their shareholders and to safeguarding its non-public personal information. The following information is provided to help you understand what personal information the Fund collects, how we protect that information and why, in certain cases, we may share information with select other parties.

Generally, the Fund does not receive any non-public personal information relating to its shareholders, although certain non-public personal information of its shareholders may become available to the Fund. The Fund does not disclose any non-public personal information about its shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).

This report is sent to shareholders of the AXS Income Opportunities Fund for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.

Proxy Voting

The Fund’s proxy voting policies and procedures, as well as information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, are available, without charge and upon request by calling (833) 297-2587 or on the SEC’s website at www.sec.gov.

Fund Portfolio Holdings

The Fund files a complete schedule of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT within 60 days of the end of such fiscal quarter. Shareholders may obtain the Fund’s Form N-PORT on the SEC’s website at www.sec.gov.

Prior to the use of Form N-PORT, the Fund filed its complete schedule of portfolio holdings with the SEC on Form N-Q, which is available online at www.sec.gov.

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses and notice of annual and semi-annual reports availability and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Fund at (833) 297-2587.

AXS Income Opportunities Fund

P.O. Box 2175

Milwaukee, WI 53201

Toll Free: (833) 297-2587

Item 1. Report to Stockholders (Continued).

(b) Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant at 1-833-297-2587.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the Registrant has determined that the Registrant has the following “audit committee financial experts” as defined in Item 3(b) of Form N-CSR serving on its Audit Committee: Messrs. Thomas Knipper and John P. Zader. The audit committee financial experts are “independent” as that term is defined in Item 3(a)(2) of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. “Audit services” refer to performing an audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no “other services” provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

AXS Income Opportunities Fund	FYE 8/31/2023	FYE 8/31/2022
Audit Fees	$13,000	$12,500
Audit-Related Fees	N/A	N/A
Tax Fees	$2,500	$2,500
All Other Fees	N/A	N/A

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

The percentage of fees billed by Tait, Weller, & Weller LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

AXS Income Opportunities Fund	FYE 8/31/2023	FYE 8/31/2022
Audit-Related Fees	0%	0%
Tax Fees	0%	0%
All Other Fees	0%	0%

All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant and to the registrant’s investment advisor (and any other controlling entity, etc.—not sub-advisor) for the last two years. The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment advisor is compatible with maintaining the principal accountant’s independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

AXS Income Opportunities Fund
Non-Audit Related Fees	FYE 8/31/2023	FYE 8/31/2022
Registrant	N/A	N/A
Registrant’s Investment Advisor	N/A	N/A

Item 5. Audit Committee of Listed Registrants.

(a)

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

(b)

Not applicable.

Item 6. Schedule of Investments.

(a)

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b)

Not Applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

Item 11. Controls and Procedures.

(a)

The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)

(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to the Registrant’s Form N-CSR filed June 8, 2018.

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

(b)

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	Investment Managers Series Trust II

By (Signature and Title)	/s/ Terrance Gallagher
	Terrance Gallagher
	President/Chief Executive Officer

Date	11/9/2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)	/s/ Terrance Gallagher
	Terrance Gallagher
	President/Chief Executive Officer

Date	11/9/2023

By (Signature and Title)	/s/ Rita Dam
	Rita Dam
	Treasurer/Chief Financial Officer

Date	11/9/2023