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: October 31
Date of reporting period: October 31, 2022
Item 1. Report to Stockholders.
| (a) | 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: |
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EMBASSY
The Ambassador Fund
(Ticker Symbol: EMPIX)
The Diplomat Fund
(Ticker Symbol: EMWIX)
ANNUAL REPORT
October 31, 2022
Embassy Asset Management Funds
Each a series of Investment Managers Series Trust II
Table of Contents
Shareholder Letters | 1 |
Fund Performance | 7 |
Schedule of Investments | 9 |
Statements of Assets and Liabilities | 15 |
Statements of Operations | 16 |
Statements of Changes in Net Assets | 17 |
Financial Highlights | 19 |
Notes to Financial Statements | 21 |
Report of Independent Registered Public Accounting Firm | 34 |
Supplemental Information | 36 |
Expense Examples | 43 |
This report and the financial statements contained herein are provided for the general information of the shareholders of the Embassy Asset Management Funds. This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus.
www.embassyfunds.com
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October 31, 2022
The Ambassador Fund focuses on insurance-linked securities (ILS). These securities are linked to the occurrence and severity of various insurable catastrophes such as hurricanes, earthquakes, wildfires and tornados. ILS are often sponsored by insurance and re-insurance companies as a way for these companies to diversify their insurance and reinsurance capital bases. They are structured to create minimal credit and duration risk. Purchasers of these securities are essentially selling reinsurance to the reinsurance companies. Certain forms of ILS, such as catastrophe bonds (cat bonds) are traded in the secondary market, while others, such as industry loss warranties and quota shares are non-tradeable, and are referred to generally as private ILS.
The Ambassador Fund launched on December 29, 2021 and had a net return of -1.80% for the period from December 29, 2021 through October 31, 2022. The Swiss Re Global Cat Bond Total Return Index1 returned -5.42% over the same period.
Performance data quoted represents past performance; past performance does not guarantee future results. The 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 of the fund may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by calling 877-771-7731.
Most cat bonds are issued under SEC Rule 144A and investors in these securities must qualify as Qualified Institutional Buyers (QIBs) to purchase them2. During the relevant period, The Ambassador Fund did not achieve QIB status. As a result, it did not invest in Rule 144A securities. Rather, the fund purchased an industry loss warranty (an "ILW,” a type of private ILS) that does not require the buyer to have QIB status. That ILW was not impaired by any of the insured loss events during the relevant period, including Hurricane Ian. The Ambassador Fund intends to invest in cat bonds once it achieves QIB status.
In addition to its ILW position, the Ambassador Fund has additional exposure to catastrophe insurance risk, derived from positions in investment grade debt issued by reinsurance and insurance companies.
Since 2017, we feel that the average performance of ILS funds (most of which are private funds, and most of which invest in private ILS and not cat bonds) has been disappointing, as shown by the performance of the Eurekahedge ILS Advisers Index3 in the charts below, which cover the time frame from January 1st, 2017 to October 31st, 2022.
| 1 | The Swiss Re Global Cat Bond Total Return Index (Bloomberg: SRGLTRR <Index>) is a market value-weighted basket of natural catastrophe bonds tracked by Swiss Re Capital Markets, calculated on a weekly basis. |
| 2 | Cat Bonds and some other insurance-linked securities in which the Fund seeks to invest substantially all of its assets are typically only available to “qualified institutional buyers” (or “QIBs”), as defined in Rule 144A under the 1933 Act. To qualify as a QIB, the Fund generally must have at least $100 million in assets or qualify under another provision of the QIB definition under Rule 144A. Upon commencing operations, the Fund may not immediately qualify as a QIB. Additionally, after the Fund qualifies as a QIB, it may fail to qualify as a QIB at some point in the future. For any period during which the Fund does not qualify as a QIB, it will not be able to purchase Cat Bonds or other insurance-linked securities under Rule 144A, which may prevent the Fund from achieving its investment objective. |
| 3 | The Eurekahedge ILS Advisers Index tracks the net-of-fees total return of participating Insurance Linked Investment funds. It is the first benchmark that allows a comparison between different insurance-linked securities fund managers in the insurance-linked securities, reinsurance and catastrophe bond investment space. The index is calculated and maintained by Eurekahedge. The index includes funds that allocate at least 70% of their assets in non-life risk. |
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Summary Statistics | SRGLTRR | EHFI300 |
Period Return | 13.22% | -7.70% |
Annualized Return | 2.15% | -1.36% |
Standard Deviation5 | 5.17% | 4.78% |
Best Month | 2.40% | 2.40% |
Worst Month | -8.75% | -8.61% |
% Positive Months | 80.00% | 67.14% |
It is our opinion that the institutional investors in ILS funds, particularly pension funds, have been leaving the space. As of October 31, 2022, it is our opinion that many large pension funds with strict investment policy statements and annual rebalancing requirements are now overweight ILS exposure. To illustrate this and using the S&P 500 as a proxy for equities, the Bloomberg US Aggregate Bond Index6 as a proxy for fixed income and the Eurekahedge ILS Advisers index as a proxy for ILS exposure, consider the following YTD returns as of October 31, 2022: S&P 500 Index -17.72%7, Bloomberg Aggregate Bond Index -15.72%1, and EurekaHedge ILS Advisers Index -1.89%8. Given that ILS is now an overweight position, it is our belief that many institutions will have to sell down their ILS exposures, which will exacerbate capital flight from the ILS market. The consequence of capital leaving the space is a hard market for all ILS, including for cat bonds. Due to this hardening of the ILS market, we see the ex ante spread on The Swiss Re Global Cat Bond Total Return Index at 12% above the T-bill rate.
| 4 | Source: Bloomberg and Embassy Calculations as of 10/31/22. |
| 5 | Standard Deviation means the annualized standard deviation of monthly returns for each index. |
| 6 | The Bloomberg US Aggregate Bond Index (the “Agg,” ticker LBUSTRUU) is a broad-based fixed-income index used by many market fixed income market participants as a benchmark against which to measure relative performance. The composition of the Agg index is designed to represent the full range of investment-grade bonds traded in the U.S. It is composed of more than 10,000 issues. U.S. Treasuries represent nearly 40% of the index. The remaining components represent the debt of major industries including real estate, industrial companies, financial institutions, and utilities. |
| 7 | Source Bloomberg LP |
| 8 | Past performance is not a guarantee of future results. |
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Must be preceded or accompanied by a prospectus.
Past performance does not guarantee future results. Index performance is not illustrative of Fund performance. The Fund is newly organized and has limited operating history.
Adviser makes no warranties or representations of any kind relating to the accuracy, completeness, or timeliness of the data provided. All market prices, data and other information may not be audited information. All information is subject to change.
The performance quoted represents past performance and does not guarantee future results. The performance shown assumes reinvestment of dividends and capital gains. Fund expenses, including management fees and other expenses were deducted. Additional brokerage commissions will further reduce returns. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when sold or redeemed, may be worth more or less than the original cost. Current performance may be lower or higher than the performance quoted.
Index returns are for illustrative purposes. The indices presented are unmanaged, and you can’t invest directly in an index. SRGLTRR index returns do not reflect any management fees, transaction costs or expenses. Past performance does not guarantee future results. The Swiss Re Global Cat Bond Total Return Index (Bloomberg: SRGLTRR <Index>) is a market value-weighted basket of natural catastrophe bonds tracked by Swiss Re Capital Markets, calculated on a weekly basis. In the fiscal year ended October 31, 2022, because of the aforementioned QIB issue, the Fund invested in different securities than those tracked by SRGLTRR. When the Fund achieves QIB status the Fund’s portfolio will likely include a subset of the securities tracked by SRGLTRR. The volatility of the index may be materially different from the individual performance attained by a specific investor. In addition, your holdings may differ significantly from the securities that comprise the indices. The indices have not been selected to represent an appropriate benchmark to compare an investors’ performance, but rather are disclosed to allow for comparison of the investors’ performance to that of well-known and widely recognized indices.
Mutual fund investing involves risk; Principal loss is possible. The principal risk of an investment in an insurance-linked security is that a triggering event(s) (e.g., (i) natural events, such as a hurricane, earthquake, or a tornado of a particular severity that causes a threshold level of insured loss in a designated geographic area; or (ii) certain non-natural events) will occur and the Fund will lose all or a significant portion of the principal it has invested in the security and the right to additional interest payments with respect to the security. If multiple triggering events occur that impact a significant portion of the Fund’s portfolio, the Fund could suffer substantial losses and an investor may lose money. A majority of the Fund’s assets will typically be invested in insurance-linked securities tied to natural events and/or non-natural disasters and there is inherent uncertainty as to whether, when or where such events will occur. There is no way to accurately predict whether a triggering event will occur, and, because of this uncertainty, insurance-linked securities carry a high degree of risk. The Fund may have exposure, without limitation, to insurance-linked securities that are rated below investment grade or that are unrated but are judged by the Sub-Advisor to be of comparable quality. Cat Bonds carry significant uncertainties and major risk exposures to adverse conditions. Because Cat Bonds cover “catastrophe” events that, if they occur, will result in significant losses, they carry a high degree of risk of loss.
| 9 | Source: https://www.artemis.bm/dashboard/cat-bonds-ils-expected-loss-coupon/ for data points prior to 2023, Tangency Capital Investment Advisors measurements for 2023* |
Any third-party information contained herein has been obtained from sources believed to be reliable; however, no assurance can be given that all external information is correct. All market prices, data and other information are not warranted as to completeness or accuracy, may not be audited information and are subject to change without notice.
Statements in this commentary that are not historical facts are forward-looking statements based on the investment team’s current expectations and assumptions of economic and other future conditions and forecasts of future events, circumstance, and results. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
The forecasts and opinions in this piece are provided for informational purposes only and may not actually come to pass. The views and opinions expressed above are those of the portfolio management team at the time of writing and are subject to market, economic and other conditions that may change at any time, and, therefore, actual results may differ materially from those expected. They should not be construed as recommendations to buy or sell securities in the asset classes discussed. The financial instruments described may not be suitable for all investors. All investments contain associated inherent risks including possible loss of principal.
The analysis provided should not be relied upon as the sole factor in an investment decision, but as illustrations of broader economic themes. We assume no obligation to update any forward-looking statement made by us as a result of new information, future events or other factors.
This material does not constitute a recommendation to the suitability of any product or security and does not constitute an offer to buy or sell any financial instrument or to participate in any trading strategy. All data presented is as of October 31, 2022 unless otherwise stated.
IMST Distributors, LLC, distributor.
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October 31, 2022
The Diplomat Fund (“Fund”) seeks to provide total return. The Fund is invested in a portfolio of 7-10y U.S. Treasury Notes, overlaid with long or short interest rate futures contracts. The Fund is for long-term investors only.
The Diplomat Fund is guided by a proprietary quantitative model that consists of a combination of macroeconomic, valuation and technical factors used to predict the direction and magnitude of U.S. interest rate movements over an approximately 30-day period. The core of the Fund’s portfolio is US Treasury Notes with maturities of 7 -10 years, and based on the model’s output, the Fund invests in US Treasury futures to increase or decrease the Fund’s duration to a target level of duration generated by the model. By using interest rate futures contracts to actively manage total duration, the Fund aims to outperform a passively managed portfolio of 7-10 year Treasury Notes, in the long run.
The Diplomat Fund launched on September 13, 2022 and had a net return of -2.80% for the period from September 13, 2022 through October 31, 2022. This compares favorably to the ICE Data Services 7-10 Year Treasury Index, which returned -4.37% over the same period.
While the Fund is still very new1,2, Embassy believes this result is evidence that managing the duration of a portfolio of 7-10 year US Treasury securities with a treasury futures overlay can provide attractive risk adjusted returns when compared to holding the US Treasury position alone.
Performance data quoted represents past performance; past performance does not guarantee future results. The 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 of the fund may be higher or lower than the performance quoted. Performance data current to the most recent month end may be obtained by calling 877-771-7731.
Must be preceded or accompanied by a prospectus.
Past performance does not guarantee future results. The Fund is newly organized and has limited operating history. There can be no guarantee that any strategy will be successful.
Mutual fund investing involves risk; Principal loss is possible. The Fund invests in U.S. Treasury Securities, generally with maturities of 7 to 10 years and in interest rate futures. The Fund is managed based on a proprietary quantitative model that consists of a combination of macroeconomic, valuation and technical factors. Based on the model’s output (i.e., its predicted interest rate moves), the Fund’s duration is increased or decreased. A principal risk in the Fund is that interest rates rise in a period where the model has predicted interest rates to fall, thereby causing a decrease in the value of the U.S. Treasury Securities and a decrease in the value of the interest rate futures positions. In that case the Fund may lose principal as the futures positions are closed out.
| 1 | The Index is market value weighted and is designed to measure the performance of U.S. dollar-denominated, fixed rate securities with minimum term to maturity greater than seven years and less than or equal to ten years. |
| 2 | The Fund was launched on September 13, 2022. |
The Fund invests in derivatives, including futures contracts, which are often more volatile than other investments and may magnify the Fund’s gains or losses.
Derivatives Risk. The Fund uses futures contracts, which are a type of derivative contract. A derivative refers to any financial instrument whose value is derived, at least in part, from the price of another security or an asset, rate or, in the case of the Fund, a specified benchmark – the 10-year U.S. Treasury Note. The use of derivatives presents risks different from, and possibly greater than, the risks associated with investing directly in traditional securities. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index. Gains or losses in a derivative may be magnified and may be much greater than the derivative’s original cost.
On October 28, 2020, the SEC adopted Rule 18f-4 (the “Derivatives Rule”) under the Investment Company Act of 1940 (the “1940 Act”) which, following an implementation period, will replace existing SEC and staff guidance with an updated, comprehensive framework for the use of derivatives by registered investment companies, like the Fund. To the extent the Fund uses derivatives, complying with the Derivatives Rule may increase the cost of the Fund’s investments and cost of doing business, which could adversely affect investors. The regulation of the use of derivatives in the United States is a changing area of law and is subject to ongoing modification by government, self-regulatory and judicial action.
Futures Contracts Risk. There may be an imperfect correlation between the changes in market value of the securities or other underlying assets held by the Fund and the prices of futures contracts. When the Fund has an open futures contract position, it is subject to daily variation margin calls that could be substantial in the event of adverse price movements. If the Fund has insufficient cash to meet daily variation margin requirements, it might need to sell securities at a time when such sales are disadvantageous.
Any third-party information contained herein has been obtained from sources believed to be reliable; however, no assurance can be given that all external information is correct. All market prices, data and other information are not warranted as to completeness or accuracy, may not be audited information and are subject to change without notice.
Statements in this commentary that are not historical facts are forward-looking statements based on the investment team’s current expectations and assumptions of economic and other future conditions and forecasts of future events, circumstance, and results. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements.
The forecasts and opinions in this piece are provided for informational purposes only and may not actually come to pass. The views and opinions expressed above are those of the portfolio management team at the time of writing and are subject to market, economic and other conditions that may change at any time, and, therefore, actual results may differ materially from those expected. They should not be construed as recommendations to buy or sell securities in the asset classes discussed. The financial instruments described may not be suitable for all investors. All investments contain associated inherent risks including possible loss of principal.
The analysis provided should not be relied upon as the sole factor in an investment decision, but as illustrations of broader economic themes. We assume no obligation to update any forward-looking statement made by us as a result of new information, future events or other factors.
This material does not constitute a recommendation to the suitability of any product or security and does not constitute an offer to buy or sell any financial instrument or to participate in any trading strategy. All data presented is as of October 31, 2022 unless otherwise stated.
IMST Distributors, LLC, distributor.
The Ambassador Fund
FUND PERFORMANCE at October 31, 2022 (Unaudited)
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This graph compares a hypothetical $250,000 investment in the Fund, with a similar investment in the Swiss Re Global Cat Bond Index during the periods shown. Results include the reinvestment of all dividends and capital gains.
The Swiss Re Global Cat Bond Index tracks the aggregate performance of all USD, EUR, and JPY denominated cat bonds, capturing all ratings, perils and triggers. This index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and it is not available for investment.
Total Returns as of October 31, 2022 | 3 Months (Actual) | 6 Months (Actual) | Since Inception (Cumulative) | Inception Date |
The Ambassador Fund | -2.19% | -1.80% | -1.80% | 12/29/21 |
Swiss Re Global Cat Bond Index | -5.70% | -6.03% | -5.42% | 12/29/21 |
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 (877) 771-7731. The Fund has been in existence for less than one year; cumulative performance may not be indicative of the Fund’s long-term potential. The Fund returns will fluctuate over long and short-term period. Periods over one year are annualized.
The expense ratio for the Fund was 1.40%, which was the amounts stated in the current prospectus dated December 17, 2021. For the Fund’s current period expense ratios, please refer to the Financial Highlights 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 do not exceed 1.40% of the average daily net assets of the Fund. This agreement is in effect until February 28, 2023, 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 Fund shares.
The Diplomat Fund
FUND PERFORMANCE at October 31, 2022 (Unaudited)
![](https://capedge.com/proxy/N-CSR/0001398344-23-000408/fp0081419-1_06.jpg)
This graph compares a hypothetical $10,000 investment in the Fund, with a similar investment in the ICE U.S. Treasury 7-10 Year Bond Index. Results include the reinvestment of all dividends and capital gains.
The ICE U.S. Treasury 7-10 Year Bond Index is part of a series of indices intended to assess the U.S. Treasury market. The Index is market value weighted and is designed to measure the performance of U.S. dollar-denominated, fixed rate securities with minimum term to maturity greater than seven years and less than or equal to ten years. This index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and it is not available for investment.
Total Returns as of October 31, 2022 | 1 Month (Actual) | Since Inception (Cumulative) | Inception Date |
The Diplomat Fund | -1.22% | -2.80% | 9/13/22 |
ICE U.S. Treasury 7-10 Year Bond Index | -1.44% | -4.37% | 9/13/22 |
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 (877) 771-7731. The Fund has been in existence for less than one year; cumulative performance may not be indicative of the Fund’s long-term potential. The Fund returns will fluctuate over long and short-term period. Periods over one year are annualized.
Gross and net expense ratios for the Fund were 1.03% and 1.00%, respectively, which were stated in the current prospectus dated September 7, 2022. For the Fund’s current period expense ratios, please refer to the Financial Highlights 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 do not exceed 1.00% of the average daily net assets of the Fund. This agreement is in effect until September 7, 2023, 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 Fund shares.
The Ambassador Fund
SCHEDULE OF INVESTMENTS
As of October 31, 2022
Principal Amount | | | | | Value | |
| | | | CORPORATE BONDS — 46.6% | | | | |
| | | | PROPERTY/CASUALTY INSURANCE — 26.7% | | | | |
$ | 1,000,000 | | | Berkshire Hathaway, Inc. 3.125% 3/15/20261 | | $ | 947,485 | |
| 2,240,000 | | | Chubb INA Holdings, Inc. 3.350% 5/15/2024 | | | 2,177,665 | |
| 1,500,000 | | | Everest Reinsurance Holdings, Inc. 5.290%, 5/15/20371,2 | | | 1,230,000 | |
| 1,750,000 | | | Everest Reinsurance Holdings, Inc. 3.125% 10/15/20521 | | | 1,011,360 | |
| 1,500,000 | | | Progressive Corp. 2.500% 3/15/20271 | | | 1,338,183 | |
| 1,000,000 | | | Travelers Cos., Inc. 3.050% 6/8/20511 | | | 631,050 | |
| | | | | | | 7,335,743 | |
| | | | MULTI-LINE INSURANCE — 5.6% | | | | |
| 1,668,000 | | | American International Group, Inc. 2.500% 6/30/20251 | | | 1,547,557 | |
| | | | INSURANCE BROKERS — 8.7% | | | | |
| 1,173,000 | | | Aon Global Ltd. 4.000% 11/27/20231 | | | 1,159,289 | |
| 1,250,000 | | | Marsh & McLennan Cos., Inc. 3.500% 6/3/20241 | | | 1,214,695 | |
| | | | | | | 2,373,984 | |
| | | | REINSURANCE — 5.6% | | | | |
| 1,750,000 | | | Renaissance RE Holdings Ltd. 3.600% 4/15/20291 | | | 1,540,898 | |
| | | | TOTAL CORPORATE BONDS | | | | |
| | | | (Cost $13,699,913) | | | 12,798,182 | |
| | | | PREFERRED NOTES — 10.9% | | | | |
| 3,000,000 | | | Consulate RE 2022-1A 2.000%, 1/7/20233,4 | | | 2,989,200 | |
| | | | TOTAL PREFERRED NOTES | | | | |
| | | | (Cost $2,989,135) | | | 2,989,200 | |
| | | | U.S. TREASURY BILLS — 47.1% | | | | |
| | | | United States Treasury Bill | | | | |
| 2,000,000 | | | 0.000%, 11/1/2022* | | | 2,000,000 | |
| 2,000,000 | | | 0.000%, 12/1/2022* | | | 1,994,302 | |
| 1,000,000 | | | 0.000%, 12/8/2022* | | | 996,471 | |
| 1,000,000 | | | 0.000%, 12/13/2022* | | | 995,882 | |
| 1,500,000 | | | 0.000%, 12/29/2022* | | | 1,490,760 | |
| 3,500,000 | | | 0.000%, 1/12/2023* | | | 3,472,385 | |
The Ambassador Fund
SCHEDULE OF INVESTMENTS - Continued
As of October 31, 2022
Principal Amount | | | | | Value | |
| | | | U.S. TREASURY BILLS (Continued) | | | | |
$ | 2,000,000 | | | 0.000%, 1/19/2023* | | $ | 1,982,642 | |
| | | | TOTAL U.S. TREASURY BILLS | | | | |
| | | | (Cost $12,936,269) | | | 12,932,442 | |
Number of Shares | | | | | | | |
| | | | SHORT-TERM INVESTMENTS — 2.1% | | | | |
| 566,757 | | | Fidelity Investments Money Market Government Portfolio - Institutional Class 2.826%5 | | | 566,757 | |
| | | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | | (Cost $566,757) | | | 566,757 | |
| | | | TOTAL INVESTMENTS — 106.7% | | | | |
| | | | (Cost $30,192,074) | | | 29,286,581 | |
| | | | Liabilities in Excess of Other Assets — 6.7% | | | (1,850,111 | ) |
| | | | TOTAL NET ASSETS — 100.0% | | $ | 27,436,470 | |
1 | Callable. |
2 | Variable rate security. Rate shown is the rate in effect as of October 31, 2022. |
3 | Level 3 securities fair valued under procedures established by the Advisor, represents 10.9% of Total Net Assets. The total value of these securities is $2,989,200. |
4 | Restricted security, represents 10.9% of Total Net Assets. The total value of this security is $2,989,200. |
5 | The rate is the annualized seven-day yield at period end. |
* | Non-income producing security. |
See accompanying Notes to Financial Statements.
The Ambassador Fund
SUMMARY OF INVESTMENTS
As of October 31, 2022
Security Type/Sector | | Percent of Total Net Assets | |
Corporate Bonds | | | | |
Property/Casualty Insurance | | | 26.7 | % |
Insurance Brokers | | | 8.7 | % |
Multi-line Insurance | | | 5.6 | % |
Reinsurance | | | 5.6 | % |
Total Corporate Bonds | | | 46.6 | % |
U.S. Treasury Bills | | | 47.1 | % |
Preferred Notes | | | 10.9 | % |
Short-Term Investments | | | 2.1 | % |
Total Investments | | | 106.7 | % |
Liabilities in Excess of Other Assets | | | (6.7 | )% |
Total Net Assets | | | 100.0 | % |
See accompanying Notes to Financial Statements.
The Diplomat Fund
SCHEDULE OF INVESTMENTS
As of October 31, 2022
Principal Amount | | | | | Value | |
| | | | U.S. TREASURY NOTES — 93.5% | | | | |
$ | 1,817,500 | | | United States Treasury Note 2.750%, 8/15/20321 | | $ | 1,626,379 | |
| | | | TOTAL U.S. TREASURY NOTES | | | | |
| | | | (Cost $1,711,026) | | | 1,626,379 | |
Number of Shares | | | | | | | |
| | | | SHORT-TERM INVESTMENTS — 4.7% | | | | |
| 81,146 | | | Fidelity Investments Money Market Government Portfolio - Institutional Class 2.825%2 | | | 81,146 | |
| | | | TOTAL SHORT-TERM INVESTMENTS | | | | |
| | | | (Cost $81,146) | | | 81,146 | |
| | | | TOTAL INVESTMENTS — 98.2% | | | | |
| | | | (Cost $1,792,172) | | | 1,707,525 | |
| | | | Other Assets in Excess of Liabilities — 1.8% | | | 31,657 | |
| | | | TOTAL NET ASSETS — 100.0% | | $ | 1,739,182 | |
| 1 | All or a portion of this security is segregated as collateral for securities sold short. The market value of the securities pledged as collateral was $27,041, which represents 1.6% of total net assets of the Fund. |
| 2 | The rate is the annualized seven-day yield at period end. |
See accompanying Notes to Financial Statements.
The Diplomat Fund
SCHEDULE OF INVESTMENTS Continued
As of October 31, 2022
FUTURES CONTRACTS
Number of Contracts Long (Short) | | Description | | Expiration Date | | Value at Trade Date | | | Value at October 31, 2022 | | | Unrealized Appreciation (Depreciation) |
(16) | | U.S. 10 Year Treasury Note | | December 2022 | | $ | (1,784,750 | ) | | $ | (1,769,500 | ) | | $ | 15,250 |
| | | | | | | | | | | | | | | |
TOTAL FUTURES CONTRACTS | | | | $ | (1,784,750 | ) | | $ | (1,769,500 | ) | | $ | 15,250 |
See accompanying Notes to Financial Statements.
The Diplomat Fund
SUMMARY OF INVESTMENTS
As of October 31, 2022
Security Type/Sector | | Percent of Total Net Assets | |
U.S. Treasury Notes | | | 93.5 | % |
Short-Term Investments | | | 4.7 | % |
Total Investments | | | 98.2 | % |
Other Assets in Excess of Liabilities | | | 1.8 | % |
Total Net Assets | | | 100.0 | % |
See accompanying Notes to Financial Statements.
Embassy Asset Management Funds
STATEMENTS OF ASSETS AND LIABILITIES
As of October 31, 2022
| | The Ambassador Fund | | | The Diplomat Fund | |
Assets: | | | | | | | | |
Investments, at value (cost $30,192,074 and 1,792,172, respectively) | | $ | 29,286,581 | | | $ | 1,707,525 | |
Cash deposited with brokers for futures contracts | | | - | | | | 24,666 | |
Receivables: | | | | | | | | |
Variation margin on futures contracts | | | - | | | | 15,250 | |
Dividends and interest | | | 147,464 | | | | 10,823 | |
Due from Advisor | | | - | | | | 21,115 | |
Prepaid offering costs | | | 7,215 | | | | 8,482 | |
Prepaid expenses | | | 41,264 | | | | 24,956 | |
Total assets | | | 29,482,524 | | | | 1,812,817 | |
Liabilities: | | | | | | | | |
Payables: | | | | | | | | |
Investment securities purchased | | | 1,982,708 | | | | - | |
Advisory fees | | | 11,554 | | | | - | |
Fund administration and fund accounting fees | | | 12,492 | | | | 5,243 | |
Transfer agent fees and expenses | | | 7,107 | | | | 1,201 | |
Auditing fees | | | 14,999 | | | | 15,319 | |
Chief Compliance Officer fees | | | 4,017 | | | | 1,394 | |
Legal fees | | | 3,914 | | | | 2,302 | |
Custody fees | | | 2,383 | | | | 1,065 | |
Trustees' deferred compensation (Note 3) | | | 2,167 | | | | - | |
Trustees' fees and expenses | | | 106 | | | | 1,052 | |
Commitment fees payable (Note 9) | | | - | | | | 6,575 | |
Offering costs - Related Parties | | | - | | | | 8,440 | |
Offering costs - Advisor | | | - | | | | 29,421 | |
Accrued other expenses | | | 4,607 | | | | 1,623 | |
Total liabilities | | | 2,046,054 | | | | 73,635 | |
Net Assets | | $ | 27,436,470 | | | $ | 1,739,182 | |
Components of Net Assets: | | | | | | | | |
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized) | | $ | 28,229,393 | | | $ | 1,787,052 | |
Total distributable earnings (accumulated deficit) | | | (792,923 | ) | | | (47,870 | ) |
Net Assets | | $ | 27,436,470 | | | $ | 1,739,182 | |
| | | | | | | | |
Shares of beneficial interest issued and outstanding | | | 2,823,261 | | | | 178,951 | |
Offering and redemption price per share | | $ | 9.72 | | | $ | 9.72 | |
See accompanying Notes to Financial Statements.
Embassy Asset Management Funds
STATEMENTS OF OPERATIONS
For the Periods Ended October 31, 2022
| | The Ambassador Fund* | | | The Diplomat Fund^ | |
Investment income: | | | | | | | | |
Interest | | $ | 580,691 | | | $ | 7,682 | |
Total investment income | | | 580,691 | | | | 7,682 | |
Expenses: | | | | | | | | |
Advisory fees | | | 211,262 | | | | 2,016 | |
Fund administration and accounting fees | | | 45,994 | | | | 6,013 | |
Transfer agent fees and expenses | | | 17,852 | | | | 1,201 | |
Commitment fees (Note 9) | | | 30,823 | | | | 6,576 | |
Offering costs | | | 28,474 | | | | 1,285 | |
Legal fees | | | 25,624 | | | | 2,302 | |
Registration fees | | | 24,655 | | | | 3,711 | |
Chief Compliance Officer fees | | | 22,236 | | | | 1,394 | |
Auditing fees | | | 14,999 | | | | 15,319 | |
Trustees' fees and expenses | | | 8,345 | | | | 1,052 | |
Miscellaneous | | | 4,841 | | | | 514 | |
Custody fees | | | 4,790 | | | | 1,065 | |
Shareholder reporting fees | | | 4,128 | | | | 728 | |
Insurance fees | | | 2,908 | | | | 395 | |
Total expenses | | | 446,931 | | | | 43,571 | |
Advisory fees (waived) recovered | | | (211,262 | ) | | | (2,016 | ) |
Other expenses (absorbed) | | | (6,428 | ) | | | (32,739 | ) |
Fees paid indirectly (Note 3) | | | (1,923 | ) | | | - | |
Net expenses | | | 227,318 | | | | 8,816 | |
Net investment income (loss) | | | 353,373 | | | | (1,134 | ) |
Realized and Unrealized Gain (Loss): | | | | | | | | |
Net realized gain (loss) on: | | | | | | | | |
Investments | | | 24,062 | | | | - | |
Futures contracts | | | - | | | | 20,703 | |
Net realized gain (loss) | | | 24,062 | | | | 20,703 | |
Net change in unrealized appreciation (depreciation) on: | | | | | | | | |
Investments | | | (905,493 | ) | | | (84,647 | ) |
Futures contracts | | | - | | | | 15,250 | |
Net change in unrealized appreciation (depreciation) | | | (905,493 | ) | | | (69,397 | ) |
Net realized and unrealized gain (loss) | | | (881,431 | ) | | | (48,694 | ) |
Net Increase (Decrease) in Net Assets from Operations | | $ | (528,058 | ) | | $ | (49,828 | ) |
* | Commencement of operations on December 29, 2021. |
^ | Commencement of operations on September 13, 2022. |
See accompanying Notes to Financial Statements.
The Ambassador Fund
STATEMENT OF CHANGES IN NET ASSETS
| | For the Period Ended October 31, 2022* | |
Increase (Decrease) in Net Assets from: | | | | |
Operations: | | | | |
Net investment income (loss) | | $ | 353,373 | |
Net realized gain (loss) on investments | | | 24,062 | |
Net change in unrealized appreciation (depreciation) on investments | | | (905,493 | ) |
Net increase (decrease) in net assets resulting from operations | | | (528,058 | ) |
Distributions to Shareholders: | | | | |
Total distributions to shareholders | | | (286,880 | ) |
Capital Transactions: | | | | |
Net proceeds from shares sold | | | 32,191,968 | |
Reinvestment of distributions | | | 286,880 | |
Cost of shares redeemed | | | (4,227,440 | ) |
Net increase (decrease) in net assets from capital transactions | | | 28,251,408 | |
Total increase (decrease) in net assets | | | 27,436,470 | |
Net Assets: | | | | |
Beginning of period | | | - | |
End of period | | $ | 27,436,470 | |
Capital Share Transactions: | | | | |
Shares sold | | | 3,220,934 | |
Shares reinvested | | | 29,333 | |
Shares redeemed | | | (427,006 | ) |
Net increase (decrease) in capital share transactions | | | 2,823,261 | |
* | Commencement of operations on December 29, 2021. |
See accompanying Notes to Financial Statements.
The Diplomat Fund
STATEMENT OF CHANGES IN NET ASSETS
| | For the Period Ended October 31, 2022* | |
Increase (Decrease) in Net Assets from: | | | | |
Operations: | | | | |
Net investment income (loss) | | $ | (1,134 | ) |
Net realized gain (loss) on futures contracts | | | 20,703 | |
Net change in unrealized appreciation (depreciation) on investments and futures contracts | | | (69,397 | ) |
Net increase (decrease) in net assets resulting from operations | | | (49,828 | ) |
Capital Transactions: | | | | |
Net proceeds from shares sold | | | 1,789,010 | |
Net increase (decrease) in net assets from capital transactions | | | 1,789,010 | |
Total increase (decrease) in net assets | | | 1,739,182 | |
Net Assets: | | | | |
Beginning of period | | | - | |
End of period | | $ | 1,739,182 | |
Capital Share Transactions: | | | | |
Shares sold | | | 178,951 | |
Net increase (decrease) in capital share transactions | | | 178,951 | |
* | Commencement of operations on September 13, 2022. |
See accompanying Notes to Financial Statements.
The Ambassador Fund
FINANCIAL HIGHLIGHTS
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the Period Ended October 31, 2022* | |
Net asset value, beginning of period | | $ | 10.00 | |
Income from Investment Operations: | | | | |
Net investment income (loss)1 | | | 0.17 | |
Net realized and unrealized gain (loss) | | | (0.35 | ) |
Total from investment operations | | | (0.18 | ) |
Less Distributions: | | | | |
From net investment income | | | (0.10 | ) |
Total distributions | | | (0.10 | ) |
Net asset value, end of period | | $ | 9.72 | |
Total return2 | | | (1.80 | )%3 |
Ratios and Supplemental Data: | | | | |
Net assets, end of period (in thousands) | | $ | 27,436 | |
Ratio of expenses to average net assets (including commitment fees): | | | | |
Before fees waived and expenses absorbed4 | | | 2.54 | %5 |
After fees waived and expenses absorbed4 | | | 1.29 | %5,6 |
Ratio of net investment income (loss) to average net assets (including commitment fees): | | | | |
Before fees waived and expenses absorbed | | | 0.76 | %5 |
After fees waived and expenses absorbed | | | 2.01 | %5 |
Portfolio turnover rate | | | 61 | %3 |
* | Commencement of operations on December 29, 2021. |
1 | Based on average shares outstanding during the period. |
2 | Total returns would have been lower had certain expenses not been waived or absorbed by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
3 | Not annualized. |
4 | If commitment fees had been excluded, the expense ratios would have been lowered by 0.17% for the period ended October 31, 2022. |
5 | Annualized. |
6 | For the period December 29, 2021 through April 30, 2022, the Advisor has voluntarily agreed to waive all its fees and pay for operating expenses of the Fund. (See Note 3.) |
See accompanying Notes to Financial Statements.
The Diplomat Fund
FINANCIAL HIGHLIGHTS
Per share operating performance.
For a capital share outstanding throughout each period.
| | For the Period Ended October 31, 2022* | |
Net asset value, beginning of period | | $ | 10.00 | |
Income from Investment Operations: | | | | |
Net investment income (loss)1 | | | (0.01 | ) |
Net realized and unrealized gain (loss) | | | (0.27 | ) |
Total from investment operations | | | (0.28 | ) |
Net asset value, end of period | | $ | 9.72 | |
Total return2 | | | (2.80 | )%3 |
Ratios and Supplemental Data: | | | | |
Net assets, end of period (in thousands) | | $ | 1,739 | |
Ratio of expenses to average net assets (including commitment fees): | | | | |
Before fees waived and expenses absorbed4 | | | 19.44 | %5 |
After fees waived and expenses absorbed4 | | | 3.93 | %5 |
Ratio of net investment income (loss) to average net assets (including commitment fees): | | | | |
Before fees waived and expenses absorbed | | | (16.02 | )%5 |
After fees waived and expenses absorbed | | | (0.51 | )%5 |
Portfolio turnover rate | | | - | %3 |
* | Commencement of operations on September 13, 2022. |
1 | Based on average shares outstanding during the period. |
2 | Total returns would have been lower had certain expenses not been waived or absorbed by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. |
3 | Not annualized. |
4 | If commitment fees had been excluded, the expense ratios would have been lowered by 2.93% for the period ended October 31, 2022. |
5 | Annualized. |
See accompanying Notes to Financial Statements.
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS
October 31, 2022
Note 1 – Organization
The Ambassador Fund is organized as a non-diversified series and The Diplomat 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 Ambassador Fund’s primary investment objective is to seek current income and pursues its investment objective by investing primarily in "catastrophe" or "cat" bonds ("Cat Bonds"). The Ambassador Fund commenced investment operations on December 29, 2021. The Diplomat Fund’s primary investment objective is to seek total return and pursues its investment objective by investing primarily in debt securities of the U.S. Government and interest rate futures contracts related to debt securities (“Interest Rate Futures”). The Diplomat Fund commenced investment operations on September 13, 2022.
The Funds are investment companies and accordingly follow 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 Funds in the preparation of its 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 Funds value investments in open-end investment companies 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 Funds might reasonably expect to receive for the security upon its current sale). The Board of Trustees has designated the Advisor as the Funds’ valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Funds’ 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 Funds must utilize fair value pricing.
(b) Investment Transactions, Investment Income and Expenses
Investment transactions are accounted for on the 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. 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. Expenses incurred by the Trust with respect to more than one fund are allocated in proportion to the net assets of each fund except where allocation of direct expenses to each Fund or an alternative allocation method can be more appropriately made.
The Ambassador Fund incurred offering costs of approximately $35,689, which are being amortized over a one-year period from December 29, 2021 (commencement of operations).
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
The Diplomat Fund incurred offering costs of approximately $9,767, which are being amortized over a one-year period from September 13, 2022 (commencement of operations).
(c) Federal Income Taxes
The Funds intend 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 Funds.
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.
The Income Tax Statement requires management of the Funds to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Funds’ 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 October 31, 2022, the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examinations in progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
(d) Distributions to Shareholders
The Funds will make distributions of net investment income 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.
(e) Illiquid Securities
Pursuant to Rule 22e-4 under the 1940 Act, the Funds have adopted a Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Funds limit their 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 Funds’ written LRMP.
(f) Corporate Debt Securities
Corporate debt securities are fixed-income securities issued by businesses to finance their operations, although corporate debt instruments may also include bank loans to companies. Notes, bonds, bank loans, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the shortest term and is usually unsecured. The broad category of corporate debt securities includes debt issued by domestic or foreign companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment grade or below investment grade and may carry variable or floating rates of interest.
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
Corporate debt securities carry credit risk, interest rate risk and prepayment risk. Credit risk is the risk that a fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it is due. Some corporate debt securities that are rated below investment grade are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuer’s debt security may vary based on its priority for repayment.
Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than corporate debt securities with shorter terms. Prepayment risk occurs when issuers prepay fixed rate debt securities when interest rates fall, forcing the Fund to invest in securities with lower interest rates. Issuers of debt securities are also subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors that may restrict the ability of the issuer to pay, when due, the principal of and interest on its debt securities.
(g) Insurance-Linked Securities Risk
The principal risk of an investment in an insurance-linked security is that a triggering event(s) (e.g., (i) natural events, such as hurricanes, earthquakes, tornadoes, pandemics, fires and floods; or (ii) certain non-natural events resulting from human activity such as commercial and industrial accidents or business interruptions), will occur and a Fund will lose all or a significant portion of the principal it has invested in the security and the right to additional interest payments with respect to the security. For example, major natural disasters or commercial and industrial accidents can result in significant losses and investors in insurance-linked securities tied to such exposures may also experience substantial losses. If the likelihood and severity of natural and other large disasters increase, the risk of significant losses to reinsurers may increase. Typically, one significant triggering event (even in a major metropolitan area) will not result in financial failure to a reinsurer. However, a series of major triggering events could cause the failure of a reinsurer. Similarly, to the extent a Fund invests in insurance-linked securities for which a triggering event occurs, losses associated with such event will result in losses to the Fund and a series of major triggering events affecting a large portion of the insurance-linked securities held by the Fund will result in substantial losses to the Fund. A majority of The Ambassador Fund’s assets will typically be invested in insurance-linked securities tied to natural events and/or non-natural disasters and there is inherent uncertainty as to whether, when or where such events will occur. There is no way to accurately predict whether a triggering event will occur and, because of this uncertainty, insurance-linked securities carry a high degree of risk.
(h) Cat Bonds
Cat Bonds, a type of event-linked bond, carry significant uncertainties and major risk exposures to adverse conditions. If a trigger event occurs, as defined within the terms of a Cat Bond, a Fund may lose a portion or all of its investment in such security, including accrued interest and/or principal invested in such security. Because Cat Bonds cover “catastrophe” events that, if they occur, will result in significant losses, they carry a high degree of risk of loss and are considered “high yield” or “junk bonds.” The rating of a Cat Bond, if any, primarily reflects the rating agency’s calculated probability that a pre-defined trigger event will occur. Thus, lower-rated bonds have a greater likelihood of a triggering event occurring, resulting in potential loss to a Fund. A majority of The Ambassador Fund's assets will typically be invested in Cat Bonds.
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
(i) Futures Contracts
The Funds may enter into futures contracts (including contracts relating to foreign currencies, interest rates, commodities securities and other financial indexes and other commodities), and purchase and write (sell) related options traded on exchanges designated by the Commodity Futures Trading Commission (“CFTC”) or, consistent with CFTC regulations, on foreign exchanges. The Funds intend primarily to invest in positions on U.S. Treasury Futures contracts. A futures contract provides for the future sale by one party and purchase by another party of a specified quantity of the security or other financial instrument at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract originally was written. The clearing house of the exchange on which a futures contract is entered into becomes the counterparty to each purchaser and seller of the futures contract.
A futures contract held by a Fund is valued daily at the official settlement price on the exchange on which it is traded. Each day a futures contract is held, the Fund pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract. Variation margin does not represent borrowing or a loan by the Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. The Fund also is required to deposit and to maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option and other futures positions held by the Fund. Although some futures contracts call for making or taking delivery of the underlying assets, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (involving the same exchange, underlying security or index and delivery month). If an offsetting purchase price is less than the original sale price, a Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sale price is more than the original purchase price, a Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs also must be included in these calculations. As discussed below, however, the Funds may not always be able to make an offsetting purchase or sale. In the case of a physically settled futures contract, this could result in the Funds being required to deliver, or receive, the underlying physical commodity, which could be adverse to the Funds.
At any time prior to the expiration of a futures contract, a Fund may seek to close the position by seeking to take an opposite position, which would operate to terminate the Fund’s existing position in the contract. Positions in futures contracts and options on futures contracts may be closed out only on the exchange on which they were entered into (or through a linked exchange). No secondary market for such contracts exists. Although the Funds may enter into futures contracts only if there is an active market for such contracts, there is no assurance that an active market will exist at any particular time. Most futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the day. It is possible that futures contract prices could move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions at an advantageous price and subjecting the Fund to substantial losses. In such event, and in the event of adverse price movements, the Fund would be required to make daily cash payments of variation margin. In such situations, if the Fund had insufficient cash, it might have to sell assets to meet daily variation margin requirements at a time when it would be disadvantageous to do so. In addition, if the transaction is entered into for hedging purposes, in such circumstances the Fund may realize a loss on a futures contract or option that is not offset by an increase in the value of the hedged position. Losses incurred in futures transactions and the costs of these transactions will affect the Fund’s performance.
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
Note 3 – Investment Advisory and Other Agreements
The Trust, on behalf of the Funds, entered into an Investment Advisory Agreement (the “Agreement”) with Embassy Asset Management LP (the “Advisor”). Under the terms of the Agreement, the Funds pay a monthly investment advisory fee to the Advisor based on each Fund’s average daily net assets. The annual rates are listed by Fund in the table below. The Advisor has engaged Tangency Capital Investment Advisory Ltd. to manage The Ambassador Fund, and RichBrook Advisors, LP (the “Sub-Advisors”) to manage The Diplomat Fund, and pays the Sub-Advisors from its advisory fees. The Advisor has contractually agreed to waive its fees and/or pay for 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 Form N-1A), expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation expenses) in order to limit total annual operating expenses of each fund. This agreement is effective until February 28, 2023 for The Ambassador Fund, and September 7, 2023 for The Diplomat Fund, and it may be terminated before that date only by the Trust's Board of Trustees. The table below contains the annual investment advisory fees and expense cap by Fund.
| Investment | Total Limit on Annual |
| Advisory Fees | Operating Expenses† |
The Ambassador Fund | 1.20% | 1.40% |
The Diplomat Fund | 0.90% | 1.00% |
| † | The total limit on annual operating expenses is calculated based on each Fund’s average daily net assets. |
For the period from commencement of operations through October 31, 2022, the Advisor waived a portion of its advisory fees and absorbed other expenses totaling $217,690 for The Ambassador Fund and $34,755 for The Diplomat Fund, respectively. The Advisor voluntarily waived a portion of its fees totaled $49,965 for The Ambassador Fund and will not seek recoupment for the portion of this voluntarily waived amount. The Advisor is permitted to seek reimbursement from the Funds, subject to certain limitations, of fees waived or payments made to the Funds for a period ending three years after the date of the waiver or payment. This reimbursement may be requested from the Funds if the reimbursement will not cause the Funds’ 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. The Advisor may recapture all or a portion of this amount no later than October 31 of the years stated below:
| | The Ambassador Fund | | | The Diplomat Fund | |
2025 | | $ | 167,725 | | | $ | 34,755 | |
Total | | $ | 167,725 | | | $ | 34,755 | |
UMB Fund Services, Inc. (“UMBFS”) serves as the Funds’ fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Funds’ other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Funds’ custodian. The Funds’ allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the period from commencement of operations through October 31, 2022, are reported on the Statements of Operations.
IMST Distributors, LLC serves as the Funds’ distributor (the “Distributor”). The Distributor does not receive compensation from the Funds for its distribution services; the Advisor pays the Distributor a fee for its distribution-related services.
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
Certain trustees and officers of the Trust are employees of UMBFS or MFAC. The Funds do not compensate trustees and officers affiliated with the Fund’s co-administrators. For the period from commencement of operations through October 31, 2022, the Funds’ allocated fees incurred to Trustees who are not affiliated with the Funds’ co-administrators are reported on the Statements of Operations. A portion of the fees were paid by the Funds’ co-administrators. Such amount is shown as a reduction of expenses, “Fees paid indirectly”, on the Statements of Operations.
The Funds’ 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 Funds’ liability for these amounts is adjusted for market value changes in the invested fund(s) 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 Funds and is disclosed in the Statements 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 Statements of Operations.
Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Funds’ allocated fees incurred for CCO services for the period from commencement of operations through October 31, 2022, are reported on the Statements of Operations.
Note 4 – Federal Income Taxes
At October 31, 2022, gross unrealized appreciation (depreciation) of investments, based on cost for federal income tax purposes were as follows:
| | The Ambassador Fund | | | The Diplomat Fund | |
Cost of investments | | $ | 30,192,074 | | | $ | 1,792,172 | |
| | | | | | | | |
Gross unrealized appreciation | | | 5,102 | | | | - | |
Gross unrealized depreciation | | | (910,595 | ) | | | (84,647 | ) |
| | | | | | | | |
Net unrealized appreciation (depreciation) | | $ | (905,493 | ) | | $ | (84,647 | ) |
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.
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. For the period from commencement of operations through October 31, 2022, permanent differences in book and tax accounting have been reclassified to paid-in capital and total distributable earnings (accumulated deficit) as follows:
| | Increase (Decrease) | |
| | Paid-in Capital | | | Total Distributable Earnings (Accumulated Deficit) | |
The Ambassador Fund | | $ | (22,015 | ) | | $ | 22,015 | |
The Diplomat Fund | | | (1,958 | ) | | | 1,958 | |
The tax basis of the components of distributable earnings (accumulated deficit) at October 31, 2022 were as follows:
| | The Ambassador Fund | | | The Diplomat Fund | |
Undistributed ordinary income | | $ | 114,737 | | | $ | 15,205 | |
Undistributed long-term capital gains | | | - | | | | 21,572 | |
Tax accumulated earnings | | | 114,737 | | | | 36,777 | |
| | | | | | | | |
Unrealized appreciation (depreciation) on investments | | | (905,493 | ) | | | (84,647 | ) |
Unrealized deferred compensation | | | (2,167 | ) | | | - | |
Total distributable earnings (accumulated deficit) | | $ | (792,923 | ) | | $ | (47,870 | ) |
The tax character of distributions paid by The Ambassador Fund and by The Diplomat Fund through October 31, 2022 was as follows:
| | For the Period Ended October 31, 2022* The Ambassador Fund | | | For the Period Ended October 31, 2022^ The Diplomat Fund | |
Distributions paid from: | | | | | | | | |
Ordinary income | | $ | 286,880 | | | $ | - | |
Net long term capital gains | | | - | | | | - | |
Total distributions paid | | $ | 286,880 | | | $ | - | |
| * | The Ambassador Fund commenced operations on December 29, 2021. |
| ^ | The Diplomat Fund commenced operations on September 13, 2022. |
Note 5 – Investment Transactions
Purchases and sales of investments, excluding in-kind transactions and short-term investments, for the period commencement of operations through ended October 31, 2022, were as follows:
Fund | Purchases | Sales |
The Ambassador Fund | $ | 17,647,003 | $ | 4,003,944 |
The Diplomat Fund | | 1,709,869 | | - |
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
Note 6 – Indemnifications
In the normal course of business, the Funds enter 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 Funds expect the risk of loss to be remote.
Note 7 – 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. |
| · | 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 October 31, 2022, in valuing the Funds’ assets carried at fair value:
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
The Ambassador Fund | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
Investments | | | | | | | | | | | | | | | | |
Corporate Bonds1 | | $ | - | | | $ | 12,798,182 | | | $ | - | | | $ | 12,798,182 | |
Preferred Notes | | | - | | | | - | | | | 2,989,200 | | | | 2,989,200 | |
U.S. Treasury Bills | | | - | | | | 12,932,442 | | | | - | | | | 12,932,442 | |
Short-Term Investments | | | 566,757 | | | | - | | | | - | | | | 566,757 | |
Total Investments | | $ | 566,757 | | | $ | 25,730,624 | | | $ | 2,989,200 | | | $ | 29,286,581 | |
The Diplomat Fund | | Level 1 | | | Level 2 | | | Level 32 | | | Total | |
Assets | | | | | | | | | | | | | | | | |
Investments | | | | | | | | | | | | | | | | |
U.S. Treasury Notes | | $ | - | | | $ | 1,626,379 | | | $ | - | | | $ | 1,626,379 | |
Short-Term Investments | | | 81,146 | | | | - | | | | - | | | | 81,146 | |
Total Investments | | $ | 81,146 | | | $ | 1,626,379 | | | $ | - | | | $ | 1,707,525 | |
Other Financial Instruments3 | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | 15,250 | | | $ | - | | | $ | - | | | $ | 15,250 | |
Total Assets | | $ | 96,396 | | | $ | 1,626,379 | | | $ | - | | | $ | 1,722,775 | |
| 1 | For a detailed break-out of Corporate Bonds by major industry classification, please refer to the Schedule of Investments. |
| 2 | The Fund did not hold any Level 3 securities at period end. |
| 3 | Other financial instruments are derivative instruments such as futures contracts. Futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value for The Ambassador Fund:
| | Preferred Notes | |
Balance as of December 29, 2021 | | $ | - | |
Transfers into Level 3 during the period | | | - | |
Transfers out of Level 3 during the period | | | - | |
Total gains or losses for the period | | | - | |
Included in earnings (or changes in net assets) | | | 198,200 | |
Included in other comprehensive income | | | - | |
Net purchases | | | 2,791,000 | |
Net sales | | | - | |
Balance as of October 31, 2022 | | $ | 2,989,200 | |
Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at the end of the reporting period | | $ | 65 | |
The following table presents additional information about valuation methodologies and inputs used for investments that are measured at fair value and categorized within Level 3 as of October 31, 2022 for The Ambassador Fund.
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
Asset Class | Fair Value at Period End | Valuation Technique(s) | Unobservable Input(s) | Range of Input(s) | Weighted Average of Input(s) | Impact to Valuation from an Increase in Input(s)1 |
Preferred Notes | $ 2,989,200 | Insurance industry loss model | Estimated losses: Estimated Premium Earned: | $0 $0.2 MM | N/A | Increase |
| 1 | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. |
MM - units of figures presented are in millions
Note 8 – Derivative and Hedging Disclosure
Derivatives and Hedging requires enhanced disclosures about the Funds’ derivative and hedging activities, including how such activities are accounted for and their effects on the Funds’ financial position and performance. The Diplomat Fund invested in futures contracts during the period commencement of operations through October 31, 2022.
The effects of these derivative instruments on the Fund’s financial position and financial performance as reflected in the Statements of Assets and Liabilities and Statements of Operations are presented in the tables below. The fair values of derivative instruments, as of October 31, 2022, by risk category are as follows:
The Diplomat Fund |
| | Asset Derivatives | | | Liability Derivatives | |
Derivatives not designated as hedging instruments | | Statements of Assets and Liabilities | | | Value | | | Statements of Assets and Liabilities | | | Value | |
Interest rate contracts | | Unrealized appreciation on open futures contracts* | | $ | 15,250 | | | Unrealized depreciation on open futures contracts* | | $ | - | |
| * | Includes cumulative appreciation (depreciation) on futures contracts as reported in the Schedule of Investments. Variation margin is presented on the Statements of Assets and Liabilities. |
The effects of derivative instruments on the Statements of Operations for the period commencement of operations through October 31, 2022, are as follows:
The Diplomat Fund |
Amount of Realized Gain or (Loss) on Derivatives Recognized in the Statements of Operations |
Derivatives not designated as hedging instruments | | | Futures Contracts | |
Interest rate contracts | | $ | 20,703 | |
The Diplomat Fund |
Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in the Statements of Operations |
Derivatives not designated as hedging instruments | | | Futures Contracts | |
Interest rate contracts | | $ | 15,250 | |
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
The average quarterly volume of derivative instruments held by the Funds during the period commencement of operations through October 31, 2022 are as follows:
The Diplomat Fund |
| | | | | | Futures Contracts | |
Interest rate contracts | | | Notional Value | | | $ | (1,693,644 | ) |
Note 9 – Reverse Repurchase Agreement
The Ambassador Fund and The Diplomat Fund each entered into a 30-day term reverse repurchase agreement amounting to $20,000,000 with UMB Bank, N.A. on March 21, 2022 and September 14, 2022, respectively. The purpose of the Facility is to finance temporarily the repurchase or redemption of shares of the Fund. The Funds may borrow amounts up to 10% of the Fund’s assets or $20,000,000.00, whichever is less. The Funds are charged interest for borrowing under this agreement. The interest is calculated using the Federal Funds Target Range - Upper Limit (FFTRU) plus 100 basis points for The Ambassador Fund and 50 basis points for The Diplomat Fund. There is an annual commitment fee payable by each Fund, calculated of 0.25% on the $20,000000 or $50,000.00 per annum. The commitment fees for the period commencement of operations through October 31, 2022, is disclosed on the Statements of Operations. During the year ended October 31, 2022, both Funds did not borrow from the reverse repurchase agreement.
Note 10 – Market Disruption and Geopolitical Risks
Certain local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, or other events could have a significant impact on a security or instrument. Since 2020, the novel strain of coronavirus (COVID-19) has negatively affected 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. Following Russia’s large-scale invasion of Ukraine, the President of the United States signed an Executive Order in February 2022 prohibiting U.S. persons from entering transactions with the Central Bank of Russia and Executive Orders in March 2022 prohibiting U.S. persons from importing oil and gas from Russia as well as other popular Russian exports, such as diamonds, seafood and vodka. There may also be restrictions on investments in Chinese companies. For example, the President of the United States of America signed an Executive Order in June 2021 affirming and expanding the U.S. policy prohibiting U.S. persons from purchasing or investing in publicly-traded securities of companies identified by the U.S. Government as “Chinese Military-Industrial Complex Companies.” The list of such companies can change from time to time, and as a result of forced selling or an inability to participate in an investment the Advisor otherwise believes is attractive, the Funds may incur losses. The duration of the coronavirus outbreak and the Russian-Ukraine conflict could adversely affect the Funds’ performance, the performance of the securities in which the Funds invest in and may lead to losses on your investment. The ultimate impact of COVID-19 and Russia Invasion on the financial performance of the Funds’ investments is not reasonably estimable at this time. Management is actively monitoring these events.
Note 11 – Control Ownership
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates presumption of control of the Fund, under Section 2(a) 9 of the Act. As of October 31, 2022, beneficial ownership in excess of 25% is as follows:
Fund | Beneficial Owner | % of Outstanding Shares |
The Ambassador Fund | National Financial Services, LLC | 93.44% |
The Diplomat Fund | National Financial Services, LLC | 100.00% |
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
The Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.
Note 12 – New Accounting Pronouncements
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 Funds have 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 Funds have adopted procedures in accordance with Rule 2a-5.
In March 2020, FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank Offered Rate (“LIBOR”) quotes by the UK Financial Conduct Authority. The new guidance allows companies to, provided the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance of the existing contract without additional analysis. In addition, derivative contracts that qualified for hedge accounting prior to modification, will be allowed to continue to receive such treatment, even if critical terms change due to a change in the benchmark interest rate. For new and existing contracts, the Funds may elect to apply the amendments as of March 12, 2020 through December 31, 2022. Management is currently assessing the impact of the ASU’s adoption to the Funds’ financial statements and various filings.
Note 13 – Events Subsequent to the Fiscal Period End
The Funds have 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 Funds’ related events and transactions that occurred through the date of issuance of the Funds’ financial statements. There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Funds’ financial statements.
The Funds each declared the payment of distributions to be paid, on December 8, 2022, to shareholders of record on December 7, 2022 as follows:
| Short Term Capital Gain | Long Term Capital Gain | Income |
The Ambassador Fund | $ 0.0084 | - | $ 0.1264 |
The Diplomat Fund | $ 0.0316 | $ 0.0474 | $ 0.0509 |
Embassy Asset Management Funds
NOTES TO FINANCIAL STATEMENTS - Continued
October 31, 2022
There were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Funds’ financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of Investment Managers Series Trust II and
Shareholders of Embassy Asset Management Funds
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities of The Ambassador Fund and The Diplomat Fund (the “Funds”), each a series of Investment Managers Series Trust II (the “Trust”), including the schedules of investments, as of October 31, 2022, the related statements of operations, the statements of changes in net assets and the financial highlights for the periods indicated in the table below, 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 Funds as of October 31, 2022, the results of their operations, the changes in their net assets and their financial highlights for each of the periods indicated in the table below, in conformity with accounting principles generally accepted in the United States of America.
| | | |
Fund | Statement of Operations | Statements of Changes in Net Assets | Financial Highlights |
The Ambassador Fund | For the Period December 29, 2021 (commencement of operations) through October 31, 2022 | For the Period December 29, 2021 (commencement of operations) through October 31, 2022 | For the Period December 29, 2021 (commencement of operations) through October 31, 2022 |
The Diplomat Fund | For the Period September 13, 2022 (commencement of operations) through October 31, 2022 | For the Period September 13, 2022 (commencement of operations) through October 31, 2022 | For the Period September 13, 2022 (commencement of operations) through October 31, 2022 |
Basis for Opinion
These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of the Funds’ 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 Funds’ internal control over financial reporting. Accordingly, we express no such opinion.
To the Board of Trustees of Investment Managers Series Trust II and
Shareholders of Embassy Asset Management Funds
Page Two
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 October 31, 2022 by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies were not received. We believe that our audits provide a reasonable basis for our opinion.
| | ![](https://capedge.com/proxy/N-CSR/0001398344-23-000408/fp0081419-1_07.jpg) |
| | TAIT, WELLER & BAKER LLP |
Philadelphia, Pennsylvania
December 30, 2022
Embassy Asset Management Funds
SUPPLEMENTAL INFORMATION (Unaudited)
Trustees and Officers Information
Additional information about the Trustees is included in the Funds’ Statement of Additional Information which is available, without charge, upon request by calling (877) 771-7731. The Trustees and officers of the Funds 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 Officec and Length of Time Served | Principal Occupation During the Past Five Years and Other Affiliations | Number of Portfolios in the Fund Complex Overseen by Trusteed | Other Directorships Held by Trustee During the Past Five Yearse |
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). | 2 | 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). | 2 | 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). | 2 | General Finance Corporation. |
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 (December 2006 – June 2014); President, Investment Managers Series Trust (December 2007 - June 2014). | 2 | Investment Managers Series Trust, a registered investment company (includes 54 portfolios) |
Interested Trustees: | | |
Eric M. Banhazl b† (born 1957) Trustee | Since September 2013 | Chairman, Foothill Capital Management, LLC, a registered investment advisor (2018 – present); Chairman (2016 – present), and President (2006 – 2015), Mutual Fund Administration, LLC, co-administrator for the Fund. | 2 | None. |
Embassy Asset Management Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
Name, Address, Year of Birth and Position(s) held with Trust | Term of Officec and Length of Time Served | Principal Occupation During the Past Five Years and Other Affiliations | Number of Portfolios in the Fund Complex Overseen by Trusteed | Other Directorships Held by Trustee During the Past Five Yearse |
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). | 2 | Cliffwater Corporate Lending Fund, Agility Multi-Asset Income Fund, Corbin Multi-Strategy Fund, LLC, 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, Infinity Long/Short Equity Fund, LLC, 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 (Tax Exempt) LLC, and Pender Real Estate Credit Fund, each a closed-end investment company. |
Embassy Asset Management Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued
Name, Address, Year of Birth and Position(s) held with Trust | Term of Officec and Length of Time Served | Principal Occupation During the Past Five Years and Other Affiliations | Number of Portfolios in the Fund Complex Overseen by Trusteed | Other Directorships Held by Trustee During the Past Five Yearse |
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 – present). | N/A | N/A |
Joy Ausili b (born 1966) Vice President and Assistant Secretary | Since January 2016 | 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 – present); Secretary and Assistant Treasurer, Investment Managers Series Trust (September 2013 – January 2016). | 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 |
| a | Address for certain Trustees and certain officers: 235 West Galena Street, Milwaukee, Wisconsin 53212. |
| b | 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. |
| c | Trustees and officers serve until their successors have been duly elected. |
| d | The Trust is comprised of 63 series managed by unaffiliated investment advisors. Each Trustee serves as Trustee of each series of the Trust. The term “Fund Complex” applies only to the Funds managed by the same investment advisor. The Funds do not hold themselves out as related to any other series within the Trust, for purposes of investment and investor services, nor do they share the same investment advisor with any other series. |
| e | “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 and Foothill Capital Management, LLC. |
| * | Mr. Gallagher is an “interested person” of the Trust by virtue of his position with UMB Fund Services, Inc. |
The Diplomat Fund
SUPPLEMENTAL INFORMATION (Unaudited) - Continued
Board Consideration of Investment Advisory and Sub-Advisory Agreements
At an in-person meeting held on July 19-20, 2022, the Board of Trustees (the “Board”) of Investment Managers Series Trust II (the “Trust”), including the trustees who are not “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), reviewed and unanimously approved the investment advisory agreement (the “Advisory Agreement”) between the Trust and Embassy Asset Management LP (the “Investment Advisor”) and the sub-advisory agreement (the “Sub-Advisory Agreement”) between the Investment Advisor and RichBrook Advisors, LP (the “Sub-Advisor”) with respect to The Diplomat Fund series of the Trust (the “Fund”), each for an initial two-year term. The Advisory Agreement and the Sub-Advisory Agreement are collectively referred to below as the “Fund Advisory Agreements.” In approving each Fund Advisory Agreement, the Board, including the Independent Trustees, determined that such approval was in the best interests of the Fund and its shareholders.
Background
In advance of the meeting, the Board received information about the Fund and the Fund Advisory Agreements from the Investment Advisor, the Sub-Advisor, and Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the organization and financial condition of the Investment Advisor and the Sub-Advisor; information regarding the background, experience, and compensation structure of relevant personnel who would be providing services to the Fund; information about the Investment Advisor’s and the Sub-Advisor’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; information regarding the estimated profitability of the Investment Advisor’s overall relationship with the Fund; information regarding back-tested performance of a hypothetical portfolio managed using the Fund’s investment strategies (the “Hypothetical Portfolio”) over a period of nearly ten years; a report prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) comparing the proposed advisory fee and estimated total expenses of the Fund with those of a group of comparable funds selected by Broadridge (the “Peer Group”) from Morningstar, Inc.’s Systematic Trend fund universe (the “Fund Universe”); and the advisory and sub-advisory fees to be paid pursuant to the Advisory Agreement and Sub-Advisory Agreement, respectively. The Board also received a memorandum from legal counsel to the Trust and the Independent Trustees discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed approval of the Fund Advisory Agreements. No representatives of the Investment Advisor or the Sub-Advisor were present during the Board’s consideration of the Fund Advisory Agreements, and the Independent Trustees were represented by their legal counsel with respect to the matters considered.
In approving the Fund Advisory Agreements, the Board and the Independent Trustees considered a variety of factors, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.
Embassy Asset Management LP
Nature, Extent and Quality of Services
With respect to the relevant performance information, the meeting materials indicated that the returns of the Hypothetical Portfolio exceeded the returns of the Bloomberg U.S. Treasury Total Return Index for the period from December 31, 2013, through May 31, 2022.
The Board noted its familiarity with the Investment Advisor as the investment advisor for another series of the Trust, and considered the respective roles of the Investment Advisor and Sub-Advisor, noting that the Investment Advisor would make investment decisions, and that the Sub-Advisor would execute the trades. The Trustees noted that the Investment Advisor would provide overall supervision of the general investment management and investment operations of the Fund and oversee the Sub-Advisor with respect to the Fund’s operations, including monitoring the trading activities of the Sub-Advisor, monitoring the Fund’s compliance with its investment policies, and providing general administrative services related to the Investment Advisor’s overall supervision of the Fund; and that the Sub-Advisor’s responsibilities would include trading the portfolio securities of the Fund based on the Investment Advisor’s investment decisions. The Board also considered the qualifications, experience, and responsibilities of the personnel of the Investment Advisor who would be involved in the activities of the Fund. In addition, the Board considered the overall quality of the organization and operations of the Investment Advisor, as well as its compliance structure and compliance procedures.
The Diplomat Fund
SUPPLEMENTAL INFORMATION (Unaudited) - Continued
The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the Investment Advisor would have the capabilities, resources, and personnel necessary to manage the Fund, and that the Investment Advisor would provide the Fund with a reasonable potential for good investment results.
Advisory Fee and Expense Ratio
The Board reviewed information regarding the Fund’s proposed advisory fee and estimated total expenses. The meeting materials indicated that the Fund’s proposed annual investment advisory fee (gross of fee waivers) was lower than the Peer Group and Fund Universe medians. The Trustees considered that the Investment Advisor does not manage any other accounts with the same objectives and policies as the Fund, and therefore they did not have a good basis for comparing the Fund’s proposed advisory fee with those of other similar client accounts of the Investment Advisor. The Trustees also noted that the Fund’s proposed advisory fee was lower than the advisory fee paid by the other series of the Trust managed by the Investment Advisor. The Fund’s estimated annual total expenses (net of fee waivers) were lower than the Peer Group and Fund Universe medians.
The Board and the Independent Trustees concluded that the proposed compensation payable to the Investment Advisor under the Advisory Agreement would be fair and reasonable in light of the nature and quality of the services proposed to be provided by the Investment Advisor to the Fund.
Profitability and Economies of Scale
The Board next reviewed the estimated profitability to the Investment Advisor of its relationship with the Fund in the Fund’s first year of operations, taking into account estimated assets of $50 million as well as $200 million. The Board observed that the Investment Advisor anticipated waiving a portion of its advisory fee for the Fund at either asset level, and that the Investment Advisor did not anticipate that it would realize a profit with respect to the Fund in its first year of operations at the $50 million asset level. The Board determined that the Investment Advisor’s anticipated profit level with respect to the Fund at the $200 million asset level was reasonable.
The Board noted that the potential benefits received by the Investment Advisor as a result of its relationship with the Fund, other than the receipt of its advisory fee, would include the usual types of “fall out” benefits received by advisors to the Trust, including the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Investment Advisor’s compliance program, the intangible benefits of the Investment Advisor’s association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance. The Board also noted that although the Advisory Agreement does not provide for any advisory fee breakpoints, the Fund’s asset level would likely be too low to achieve significant economies of scale during the Fund’s initial startup period, and that any such economies would be considered in the future as the Fund’s assets grow.
RichBrook Advisors, LP
Nature, Extent and Quality of Services
The Board considered the overall quality of services to be provided by the Sub-Advisor to the Fund. In doing so, the Board noted that as the sub-advisor to the Fund, the Sub-Advisor would be primarily responsible for trading the Fund’s portfolio. The Board noted the Sub-Advisor’s extensive experience investing in various fixed income securities, and considered the qualifications, experience, and responsibilities of the personnel of the Sub-Advisor who would be involved in the activities of the Fund. In addition, the Board considered the overall quality of the organization and operations of the Sub-Advisor, as well as its compliance structure and compliance procedures.
The Diplomat Fund
SUPPLEMENTAL INFORMATION (Unaudited) - Continued
The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the Sub-Advisor would have the capabilities, resources, and personnel necessary to manage the Fund, and that the Sub-Advisor would provide the Fund with a reasonable potential for good investment results.
Sub-Advisory Fee
The Board reviewed information regarding the annual sub-advisory fee proposed to be charged by the Sub-Advisor with respect to the Fund, and considered the relative levels and types of services to be provided by the Investment Advisor and the Sub-Advisor. The Board noted that the Sub-Advisor does not manage any other accounts with the same objectives and policies as the Fund, and therefore they did not have a good basis for comparing the Fund’s proposed sub-advisory fee with those of other similar client accounts of the Sub-Advisor. The Board also noted that the Investment Advisor would pay the Sub-Advisor’s sub-advisory fee from the Investment Advisor’s advisory fee.
The Board and the Independent Trustees concluded that the proposed compensation payable to the Sub-Advisor under the Sub-Advisory Agreement would be fair and reasonable in light of the nature and quality of the services proposed to be provided by the Sub-Advisor to the Fund.
Benefits to the Sub-Advisor
The Board also considered that the potential benefits to be received by the Sub-Advisor as a result of its relationship with the Fund, other than the receipt of its sub-advisory fee, would include the usual types of “fall out” benefits received by sub-advisors to the Trust, including any research received from broker-dealers providing execution services to the Fund, the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Sub-Advisor’s compliance program, the intangible benefits of the Sub-Advisor’s association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance.
Conclusion
Based on these and other factors, the Board and the Independent Trustees concluded that approval of each Fund Advisory Agreement was in the best interests of the Fund and its shareholders and, accordingly, approved each Fund Advisory Agreement with respect to the Fund.
The Ambassador Fund
SUPPLEMENTAL INFORMATION (Unaudited) - Continued
Statement Regarding Liquidity Risk Management Program
The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.
The Board of Trustees (the “Board”) of Investment Managers Series Trust II (the “Trust”) met on October 27, 2022 (the “Meeting”), to review the liquidity risk management program (the “Fund Program”) applicable to The Ambassador Fund series of the Trust (the “Fund”) pursuant to the Liquidity Rule. The Board has appointed Embassy Asset Management LP, the investment adviser to the Fund, as the program administrator (“Program Administrator”) for the Fund Program. Under the Trust’s liquidity risk management program (the “Trust Program”), the Board has delegated oversight of the Trust Program to the Liquidity Oversight Committee (the “Oversight Committee”). At the Meeting, the Oversight Committee, on behalf of Program Administrator and the Fund, provided the Board with a written report (the “Report”) that addressed the operation, adequacy, and effectiveness of implementation of the Fund Program, and any material changes to it for the period from December 29, 2021 through July 31, 2022 (the “Program Reporting Period”).
In assessing the adequacy and effectiveness of implementation of the Fund Program, the Report discussed the following, among other things:
| · | The Fund Program’s liquidity classification methodology for categorizing the Fund’s investments; |
| · | An overview of market liquidity for the Fund during the Program Reporting Period; |
| · | The Fund’s ability to meet redemption requests; |
| · | The Fund’s cash management; |
| · | The Fund’s borrowing activity, if any, in order to meet redemption requests; |
| · | The Fund’s compliance with the 15% limit of illiquid investments; and |
| · | The Fund’s status as a primarily highly liquid fund (“PHLF”), the effectiveness of the implementation of the PHLF standard, and whether it would be appropriate for the Fund to adopt a highly liquid investment minimum (“HLIM”). |
The Report stated that the Fund primarily holds assets that are defined under the Liquidity Rule as “highly liquid investments,” and therefore the Fund is not required to establish an HLIM. Highly liquid investments are defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment. The Report also stated that there were no material changes made to the Fund Program during the Program Reporting Period.
In the Report, the Program Administrator concluded that (i) the Fund Program, as adopted and implemented, remains reasonably designed to assess and manage the Fund’s liquidity risk; (ii) the Fund continues to qualify as a PHLF and therefore is not required to adopt an HLIM; (iii) during the Program Reporting Period, the Fund was able to meet redemption requests without significant dilution of remaining investors’ interests in the Fund; and (iv) there were no weaknesses in the design or implementation of the Fund Program during the Program Reporting Period.
There can be no assurance that the Fund Program will achieve its objectives in the future. Please refer to the Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.
Embassy Asset Management Funds
EXPENSE EXAMPLES
For the Periods Ended October 31, 2022 (Unaudited)
Expense Example
As a shareholder of the Funds, you incur two types of costs: (1) transaction costs; and (2) ongoing costs, including management fees; and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
The Ambassador Fund example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2022 to October 31, 2022.
The Diplomat Fund’s Actual Performance example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from September 13, 2022 (commencement of operations) to October 31, 2022.
The Diplomat Fund’s Hypothetical Performance is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2022 to October 31, 2022.
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, in 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. 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.
The Ambassador Fund | | Beginning Account Value | | | Ending Account Value | | | Expenses Paid During Period* | |
| | 5/1/22 | | | 10/31/22 | | | 5/1/22-10/31/22 | |
Actual Performance | | $ | 1,000.00 | | | $ | 982.00 | | | $ | 8.09 | |
Hypothetical (5% annual return before expenses) | | | 1,000.00 | | | | 1,017.04 | | | | 8.24 | |
| * | Expenses are equal to the Fund’s annualized expense ratio of 1.62%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect a six month period). The expense ratio reflects an expense waiver. Assumes all dividends and distributions were reinvested. |
Embassy Asset Management Funds
EXPENSE EXAMPLES - Continued
For the Periods Ended October 31, 2022 (Unaudited)
The Diplomat Fund | | Beginning Account Value | | | Ending Account Value | | | Expenses Paid During Period | |
| | | 9/13/22^ | | | | 10/31/22 | | | 9/13/22^ – 10/31/22 | |
Actual Performance* | | $ | 1,000.00 | | | $ | 972.00 | | | $ | 5.21 | |
| | | 5/1/22 | | | | 10/31/22 | | | | 5/1/22-10/31/22 | |
Hypothetical (5% annual return before expenses)** | | | 1,000.00 | | | | 1,005.37 | | | | 19.89 | |
| ^ | Commencement of operations. |
| * | Expenses are equal to the Fund’s annualized expense ratio of 3.93%, multiplied by the average account value over the period, multiplied by 49/365 (to reflect the since inception period). The expense ratio reflects an expense waiver. Assumes all dividends and distributions were reinvested. |
| ** | Expenses are equal to the Fund’s annualized expense ratio of 3.93%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect a six month period). The expense ratio reflects an expense waiver. Assumes all dividends and distributions were reinvested. |
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FUND INFORMATION
| TICKER | CUSIP |
The Ambassador Fund | EMPIX | 46141T 133 |
The Diplomat Fund | EMWIX | 46144X 578 |
Privacy Principles of Embassy Asset Management Funds for Shareholders
The Funds are committed to maintaining the privacy of their shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how we protect that information and why, in certain cases, we may share information with select other parties.
Generally, the Funds do not receive any non-public personal information relating to their shareholders, although certain non-public personal information of their shareholders may become available to the Funds. The Funds do not disclose any non-public personal information about their 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 Embassy Asset Management Funds for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Funds or of any securities mentioned in this report.
Proxy Voting Policies and Procedures
A description of the Funds’ proxy voting policies and procedures related to portfolio securities are available without charge, upon request, by calling the Funds at (877) 771-7731 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Proxy Voting Record
Information regarding how the Funds voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling (877) 771-7731 or by accessing the Funds’ Form N-PX on the SEC’s website at www.sec.gov.
Fund Portfolio Holdings
The Funds file a complete schedule of their 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 Funds’ Form N-PORT on the SEC’s website at www.sec.gov.
Householding
The Funds 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 (877) 771-7731.
Embassy Asset Management Funds
P.O. Box 2175
Milwaukee, WI 53201
Toll Free: (877) 771-7731
Item 1. Report to Stockholders (Continued).
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 1-877-771-7731.
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.
| FYE 10/31/2022 | FYE 10/31/2021 |
Audit Fees | $15,000 | N/A |
Audit-Related Fees | N/A | N/A |
Tax Fees | $5,000 | N/A |
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 applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| FYE 10/31/2022 | FYE 10/31/2021 |
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.
Non-Audit Related Fees | FYE 10/31/2022 | FYE 10/31/2021 |
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). |
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. |
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.
(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.
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 | 01/09/2023 | |
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 | 01/09/2023 | |
| | |
By (Signature and Title) | /s/ Rita Dam | |
| Rita Dam, Treasurer/Chief Financial Officer | |
| | |
Date | 01/09/2023 | |