Filed with the Securities and Exchange Commission on July 18, 2025

1933 Act Registration File No. 333-287935

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ☒

☒ Pre-Effective Amendment No. 1

☐ Post-Effective Amendment No. ___

(Check appropriate box or boxes.)

INVESTMENT MANAGERS SERIES TRUST II

(Exact Name of Registrant as Specified in Charter)

235 West Galena Street

Milwaukee, WI 53212-3948

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (626) 385-5777

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, CA 91740

(Name and Address of Agent for Service)

Copy to:

Laurie Dee

Morgan, Lewis & Bockius LLP

600 Anton Boulevard, Suite 1800

Costa Mesa, CA 92626

Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933, as amended.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Title of Securities Being Registered:

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.

Two Roads Shared Trust

On behalf of 

LeaderShares^® Activist Leaders^® ETF

LeaderShares^® AlphaFactor^® Tactical Focused ETF

LeaderShares^® AlphaFactor^® US Core Equity ETF

LeaderShares^® Equity Skew ETF

LeaderShares^® Dynamic Yield ETF

225 Pictoria Drive  

Suite 450 

Cincinnati, Ohio 45246

1-480-757-4277

July [    ], 2025

Dear Valued Shareholder:

A Special Meeting of Shareholders of the LeaderShares^® Activist Leaders^® ETF, LeaderShares^® AlphaFactor^® Tactical Focused ETF, LeaderShares^® AlphaFactor^® US Core Equity ETF, LeaderShares^® Equity Skew ETF, and LeaderShares^® Dynamic Yield ETF (each, a “Target Fund” and together, the “Target Funds”), each a series of Two Roads Shared Trust (the “Trust”), has been scheduled for August 15, 2025 (the “Special Meeting”) at the offices of Ultimus Fund Solutions, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 at 10:00 a.m. Eastern time. At the Special Meeting, shareholders of each Target Fund will consider a proposal to approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) of the Target Fund into a corresponding, newly created series (each, an “Acquiring Fund” and together, the “Acquiring Funds”) of Investment Managers Series Trust II (“IMST II”). The Reorganization Agreement will provide for the transfer of all of the assets of the each Target Fund to the corresponding Acquiring Fund in exchange for shares of that Acquiring Fund and the assumption of all of the liabilities of such Target Fund by the corresponding Acquiring Fund, and the distribution of the Acquiring Fund’s shares received by such Target Fund to its shareholders in complete liquidation of the Target Fund (each, a “Reorganization” and collectively, the “Reorganizations”).

The shares of the applicable Acquiring Fund you receive will have the same aggregate net asset value as that of your shares of the corresponding Target Fund at the time of the Reorganization. Shares will be exchanged as follows:

On December 10, 2024, the Board of Trustees of the Trust (the “Board”), upon the recommendation of Redwood Investment Management, LLC (“Redwood” or the “Adviser”), the current investment adviser to the Target Funds, approved the Reorganization of each Target Fund, pursuant to the Reorganization Agreement. In order to implement each Reorganization, IMST II has established each Acquiring Fund as a newly organized fund that will commence operations upon the closing of the Reorganization of the corresponding Target Fund. Each Acquiring Fund will be managed by Redwood and will have the same investment objective and substantially similar principal investment strategies, policies and risks as the corresponding Target Fund. The current portfolio managers of each Target Fund will continue to serve as portfolio managers of each corresponding Acquiring Fund.

The Reorganizations are not expected to result in any increase in shareholder fees or expenses. Both the Target Funds and the Acquiring Funds operate under a unitary fee contract structure whereby each Fund pays Redwood a management fee and Redwood has agreed to pay all operating expenses incurred by the Fund, except for the management fee and certain other expenses. The management fee for each Target Fund and the corresponding Acquiring Fund are the same. Following the Reorganizations, the overall operating expenses incurred by each Acquiring Fund and paid by Redwood are expected to be lower than the current operating expenses incurred by the corresponding Target Fund and paid by Redwood.

The Reorganization of each Target Fund generally is not expected to result in the recognition of gain or loss by the Target Fund or its shareholders for federal income tax purposes. No sales charges or redemption fees will be imposed in connection with the Reorganizations. The Reorganization of each Target Fund into the corresponding Acquiring Fund is not conditioned upon receipt of shareholder approval of the Reorganization relating to the other Target Fund. If the shareholders of a Target Fund do not approve the Reorganization of the Target Fund, then that Reorganization will not be implemented and the Board would consider other alternatives, including possibly seeking approval of another proposal or liquidating, which could incur additional expense to shareholders.

After careful consideration, for the reasons discussed in the attached Proxy Statement/Prospectus, and based on the recommendation of the Target Funds’ investment adviser, Redwood, as well as in reliance upon certain representations and commitments made by Redwood to the Board, the Board has unanimously approved the Reorganizations and the solicitation of the Target Funds’ shareholders with respect to the Reorganization Agreement.

The attached Proxy Statement/Prospectus is designed to give you more information about the proposals. If you have any questions regarding the proposals to be voted on, please do not hesitate to call 1-888-617-1444. If you were a shareholder of record of a Target Fund as of the close of business on June 16, 2025, the record date for the Special Meeting, you are entitled to vote on the proposals applicable to that Target Fund at the Special Meeting and at any adjournment thereof. While you are, of course, welcome to join us at the Special Meeting, we expect that most shareholders will cast their votes by filling out, signing and returning the enclosed proxy card.

Whether or not you are planning to attend the Special Meeting, we need your vote. Please submit your vote via the options listed on your proxy card. You can mark, sign and date the enclosed proxy card and promptly return it in the enclosed, postage-paid envelope so that the maximum number of shares may be voted. You should follow the enclosed instructions on your proxy card as to how to vote, which includes calling the toll-free number on your proxy card to vote by telephone. You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of the Trust at the address noted in the Proxy Statement/Prospectus or in person at the time of the Special Meeting. A prior proxy vote can also be revoked by voting the proxy at a later date through the toll-free number or the Internet address listed in the enclosed voting instructions.

Thank you for taking the time to consider these important proposals and for your continuing investment in the Funds.

Sincerely,

James Colantino

James Colantino

President

Two Roads Shared Trust

On behalf of 

LeaderShares^® Activist Leaders^® ETF

LeaderShares^® AlphaFactor^® Tactical Focused ETF

LeaderShares^® AlphaFactor^® US Core Equity ETF

LeaderShares^® Equity Skew ETF

LeaderShares^® Dynamic Yield ETF

225 Pictoria Drive  

Suite 450 

Cincinnati, Ohio 45246

1-480-757-4277

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 

TO BE HELD AUGUST 15, 2025

Two Roads Shared Trust (the “Trust”), a Delaware statutory trust, will hold a Special Meeting of Shareholders (the “Special Meeting”) of the LeaderShares^® Activist Leaders^® ETF, LeaderShares^® AlphaFactor^® Tactical Focused ETF, LeaderShares^® AlphaFactor^® US Core Equity ETF, LeaderShares^® Equity Skew ETF, and LeaderShares^® Dynamic Yield ETF, each a series of the Trust (each, a “Target Fund” and together, the “Target Funds”), on August 15, 2025, at the offices of Ultimus Fund Solutions, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 at 10:00 a.m. Eastern time. At the Special Meeting, you and the other shareholders of the Target Funds will be asked to consider and vote upon the proposal(s) below applicable to your Target Fund(s). Shareholders of each Target Fund will be asked to consider and vote on the sixth proposal, if necessary.

Only shareholders of record of the Target Funds at the close of business on June 16, 2025 (the “Record Date”), the record date for this Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any postponements or continuations after an adjournment thereof.

As a shareholder, you are asked to attend the Special Meeting either in person or by proxy. If you are unable to attend the Special Meeting in person, we urge you to authorize proxies to cast your votes, commonly referred to as “proxy voting”. Whether or not you expect to attend the Special Meeting, please submit your vote via the options listed on your proxy card. You may vote by completing, dating and signing your proxy card and mailing it in the enclosed postage prepaid envelope, by calling the toll-free number on your proxy card to vote by telephone or, if available, by voting through the internet. Your prompt voting by proxy will help assure a quorum at the Special Meeting. Voting by proxy will not prevent you from voting your shares in person at the Special Meeting. You may revoke your proxy before it is exercised at the Special Meeting, either by writing to the Secretary of the Trust at the address noted in the Proxy Statement/Prospectus or in person at the time of the Special Meeting. A prior proxy can also be revoked by voting your proxy at a later date through the toll-free number or the Internet website address listed in the enclosed voting instructions or submitting a later dated proxy card.

By Order of the Board of Trustees of Two Roads Shared Trust

James Colantino

James Colantino

President

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you and will avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.

Partnership Accounts

Trust Accounts

Custodial or Estate Accounts

Two Roads Shared Trust

On behalf of 

LeaderShares^® Activist Leaders^® ETF

LeaderShares^® AlphaFactor^® Tactical Focused ETF

LeaderShares^® AlphaFactor^® US Core Equity ETF

LeaderShares^® Equity Skew ETF

LeaderShares^® Dynamic Yield ETF

225 Pictoria Drive  

Suite 450 

Cincinnati, Ohio 45246

1-480-757-4277

QUESTIONS AND ANSWERS

YOUR VOTE IS VERY IMPORTANT!

Question: What is this document and why did you send it to me?

Answer: The attached document is a proxy statement to solicit votes from shareholders of the LeaderShares^® Activist Leaders^® ETF, LeaderShares^® AlphaFactor^® Tactical Focused ETF, LeaderShares^® AlphaFactor^® US Core Equity ETF, LeaderShares^® Equity Skew ETF, and LeaderShares^® Dynamic Yield ETF (each, a “Target Fund” and together, the “Target Funds”), each a series of Two Roads Shared Trust (the “Trust”), at the special meeting of the Target Funds’ shareholders (“Special Meeting”), and a registration statement for LeaderShares^® Activist Leaders^® ETF, LeaderShares^® AlphaFactor^® Tactical Focused ETF, LeaderShares^® AlphaFactor^® US Core Equity ETF, LeaderShares^® Equity Skew ETF, and LeaderShares^® Dynamic Yield ETF (each, an “Acquiring Fund” and together, the “Acquiring Funds”), each a new series of Investment Managers Series Trust II (“IMST II”). This combined proxy statement/prospectus is referred to below as the “Proxy Statement.”

The Proxy Statement is being provided to Target Fund shareholders by the Trust in connection with the solicitation of proxies to vote to approve an Agreement and Plan of Reorganization with respect to each Target Fund (the “Reorganization Agreement”) between the Trust and IMST II (the form of which is attached as Appendix A) regarding the proposed reorganization of the Target Fund into its corresponding Acquiring Fund (each, a “Reorganization” and collectively, the “Reorganizations”). Each Target Fund’s shareholders will vote separately with respect to the Reorganization Agreement.

The Special Meeting will be held on August 15, 2025, to consider the proposals. Approval of the shareholders of a Target Fund is needed to proceed with the Reorganization of that Target Fund. If the shareholders of a Target Fund do not approve the Reorganization of that Target Fund, then the Reorganization of that Target Fund will not be implemented and the Board of Trustees of the Trust (the “Board”) will consider other alternatives, including possibly seeking approval of another proposal or liquidating, which could incur additional expense to shareholders. We are sending this document to you for your use in deciding whether to approve the proposal(s). This document includes a Notice of Special Meeting of Shareholders, the Proxy Statement and a proxy card.

Question: Why are the Target Funds reorganizing into the Acquiring Funds?

Answer: Redwood Investment Management, LLC (“Redwood” or the “Adviser”) serves as the investment adviser to the Target Funds. In connection with Redwood’s longer-term strategic objectives, Redwood has proposed, and the Board has approved, that the Target Funds be reconstituted as series of IMST II. The Target Funds currently operate under a unitary fee contract structure. Under this structure, each Target Fund pays Redwood a management fee, and Redwood has agreed to pay all operating expenses incurred by the Target Fund, except for the management fee and certain other expenses. Each Acquiring Fund will also operate under a unitary fee contract structure and will pay Redwood the same management fee currently paid by the corresponding Target Fund. Following the Reorganizations, the overall operating expenses incurred by each Acquiring Fund and paid by Redwood are expected to be lower than the current operating expenses incurred by the corresponding Target Fund and paid by Redwood. In addition to the Target Funds, Redwood also serves as the investment adviser to four mutual fund series of the Trust and is separately proposing that shareholders of those mutual funds approve reorganizations into corresponding series of IMST II. Redwood believes consolidating the Target Funds and the mutual funds under the IMST II umbrella will provide greater efficiencies in the operations, management, and supervision of the funds it manages.

Question: Who will manage the Acquiring Funds?

Answer: Redwood, the current investment adviser to the Target Funds, will continue as the investment adviser to the Acquiring Funds and the portfolio management teams will remain the same. In addition, each Acquiring Fund will have the same investment objective and substantially similar principal investment strategies, policies and risks as the corresponding Target Fund. As a result, the Reorganizations are not expected to change the way your Target Fund’s assets are managed.

Question: How will each Reorganization work?

Answer: Subject to the approval of the shareholders of the applicable Target Fund, pursuant to the Reorganization Agreement, the Target Fund will transfer all of its assets to the corresponding Acquiring Fund in exchange for shares of the Acquiring Fund and the Acquiring Fund’s assumption of the Target Fund’s liabilities. The Target Fund will then liquidate by distributing the shares it receives from the Acquiring Fund to the shareholders of the Target Fund. Shareholders of the Target Fund will become shareholders of the Acquiring Fund, and immediately after the Reorganization each such shareholder will hold a number of shares of the Acquiring Fund equal in aggregate net asset value at the time of the exchange to the aggregate net asset value of such shareholder’s shares of the Target Fund immediately prior to the Reorganization.

If the Reorganization of a Target Fund is carried out as proposed, the transaction is not generally expected to result in the recognition of gain or loss by either the Target Fund or its shareholders for federal income tax purposes. Please refer to the Proxy Statement for a detailed explanation of the proposal.

The chart below indicates which Acquiring Fund shares you will receive in a Reorganization, depending on which Target Fund shares you currently own:

If the Reorganization Agreement is approved by shareholders of a Target Fund at the Special Meeting, the Reorganization of that Target Fund is expected to occur on August 22, 2025.

Question: Will the Board and Service Providers Change?

Answer: The Trust and IMST II have different boards of trustees. The Trust and IMST II have different arrangements for administration and distribution services, and similar arrangements for custody, accounting, and transfer agency services (“Third Party Service Arrangements”). Third Party Service Arrangements are provided to the Trust and IMST II by the following:

Question: How will a Reorganization affect my investment?

Answer: Following the Reorganization of a Target Fund the shares of which you hold, you will be a shareholder of the corresponding Acquiring Fund, which has the same investment objective and substantially similar principal investment strategies, policies and risks as the corresponding Target Fund, as further described in the attached Proxy Statement/Prospectus. Each Acquiring Fund will be managed in substantially the same way as its corresponding Target Fund. The primary differences will be (1) the service providers that provide Third Party Service Arrangements to the Acquiring Funds may be different, (2) the Acquiring Funds will be series of IMST II instead of the Trust, and (3) the Acquiring Funds will be governed by a different board of trustees than the Target Funds. The Target Funds will also be subject to the compliance and other policies and procedures of IMST II.

In the Reorganization of a Target Fund the shares of which you hold, you will receive shares of the corresponding Acquiring Fund equal in aggregate net asset value at the time of the exchange to the aggregate net asset value of your shares of the Target Fund. The Reorganization will not affect the value of your investment at the time of Reorganization and your interest in the Target Fund will not be diluted. The Reorganization of a Target Fund generally is not expected to result in the recognition of gain or loss by the Target Fund or its shareholders for federal income tax purposes.

Question: How will the proposed Reorganization affect the fees and expenses I pay as a shareholder of a Target Fund?

Answer: Each Acquiring Fund will pay the same annual management fee rate currently paid by the corresponding Target Fund. Each Fund operates under a unitary fee contract structure. In a unitary fee contract structure, each Fund pays the adviser a fee, and the adviser has agreed to pay all expenses incurred by the Fund except for the management fee and certain other expenses. The unitary fee for each Acquiring Fund is the same as the unitary fee for the corresponding Target Fund as follows:

Question: Who is paying for expenses related to the Special Meeting and the Reorganizations?

Answer: Redwood (or an affiliate thereof) will bear the costs and expenses incurred in connection with the Reorganizations and any related transactions, including any brokerage commissions and transaction fees, the Special Meeting, and the solicitation of proxies, regardless of whether or not the Reorganizations are consummated. The estimated costs and expenses of the Reorganizations are [$184,800]. The Target Funds and the Acquiring Funds will not incur any expenses in connection with the Reorganizations. See “Will there be any portfolio repositioning or other costs in connection with a Reorganization?” below.

Question: Will there be any portfolio repositioning or other costs in connection with a Reorganization?

Answer: The Funds do not expect any repositioning (i.e., sale of securities) or other associated costs, such as brokerage commissions incurred from the sale of securities in connection with the Reorganizations. However, if any such repositioning were to occur, Redwood has agreed to pay for any direct out-of-pocket brokerage commissions and transaction fees associated with the repositioning of the Funds.

Question: Will the shares held by Target Fund shareholders continue to be listed on the New York Stock Exchange following the Reorganization?

Answer: Yes. Each Acquiring Fund’s shares will be listed and traded on the New York Stock Exchange under the same ticker symbol as the corresponding Target Fund as stated below:

Question: What is the tax impact on my investment?

Answer: Each Reorganization is expected to constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and generally is not expected to result in recognition of gain or loss by the applicable Target Fund or its shareholders for federal income tax purposes. As a condition to the closing of each Reorganization, the applicable Acquiring Fund and the corresponding Target Fund will obtain an opinion of counsel regarding the federal income tax consequences of the Reorganization. This opinion will be filed with the SEC after the close of the Reorganization and available on the SEC’s website at www.sec.gov.

Question: Who will benefit from the Reorganizations?

Answer: Redwood may be deemed to have an interest in the Reorganizations because it will become investment adviser to the Acquiring Funds and will receive fees from the Acquiring Funds for its services as investment adviser, and it may also benefit from a reduction in the overall operating expenses currently incurred by the Target Funds, which lowers the amounts required to be paid by Redwood under the unitary fee arrangement with the Acquiring Funds.

Question: What will happen if a Reorganization is not approved?

Answer: The Reorganization of each Target Fund into the corresponding Acquiring Fund is not conditioned upon receipt of shareholder approval of the Reorganizations relating to the other Target Funds. If the shareholders of a Target Fund do not approve the proposed Reorganization of the Target Fund, then the Reorganization of such Target Fund will not be implemented and the Target Fund will continue to operate as a series of the Trust and continue to be managed by Redwood. In such case, the Board would consider other alternatives, including possibly seeking approval of another proposal or liquidating, which could incur additional expense to shareholders.

Question: Why do I need to vote?

Answer: Your vote is needed to ensure that a quorum is present at the Special Meeting so that the proposals can be acted upon. Your immediate response on the enclosed proxy card (or by telephone or Internet) will help prevent the need for any further solicitations for a shareholder vote, which will result in additional expenses. Your vote is very important to us regardless of the amount of shares you own.

Question: What vote is required to approve a proposed Reorganization?

Answer: The approval of a proposed Reorganization requires the affirmative vote of (i) 67% or more of the applicable Target Fund shares present at the Special Meeting, if the holders of more than 50% of the outstanding shares of the Target Fund are present or represented by proxy, or (ii) more than 50% of the outstanding shares of the Target Fund, whichever is less.

Question: What action has the Board taken?

Answer: After careful consideration and upon recommendation of Redwood and, in reliance upon certain representations and commitments made by Redwood to the Board, including with respect to actions taken or to be taken by Redwood, the Board unanimously approved the Reorganization Agreement with respect to each Target Fund and authorized the solicitation of proxies on the proposals with respect to the Target Funds.

Question: How do I cast my vote?

Answer: You may vote according to the instructions provided on your proxy card. You may vote by telephone using the toll-free number found on your proxy card. You may also use the enclosed postage-paid envelope to mail your proxy card. You may also vote via the Internet. You may also vote in person by attending the Special Meeting on August 15, 2025. Please follow the enclosed instructions to use these methods of voting. We encourage you to vote by telephone or via the Internet. Use of telephone or Internet voting will reduce the time and costs associated with this proxy solicitation.

Redwood has engaged Sodali & Co. to provide shareholder meeting services, including the distribution of this Proxy Statement and related materials to shareholders, as well as assist the Target Funds in soliciting proxies for the Special Meeting at an anticipated cost of approximately $29,494.

Question: Who do I call if I have questions?

Answer: Please call 1-888-782-0452 if you have any questions regarding the Reorganizations. Representatives are available Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS COMBINED PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

COMBINED PROXY STATEMENT AND PROSPECTUS

July [     ], 2025

FOR THE REORGANIZATION OF

LeaderShares^® Activist Leaders^® ETF

LeaderShares^® AlphaFactor^® Tactical Focused ETF

LeaderShares^® AlphaFactor^® US Core Equity ETF

LeaderShares^® Equity Skew ETF

LeaderShares^® Dynamic Yield ETF

each a series of Two Roads Shared Trust

225 Pictoria Drive  

Suite 450 

Cincinnati, Ohio 45246

1-480-757-4277

INTO

LeaderShares^® Activist Leaders^® ETF

LeaderShares^® AlphaFactor^® Tactical Focused ETF

LeaderShares^® AlphaFactor^® US Core Equity ETF

LeaderShares^® Equity Skew ETF

LeaderShares^® Dynamic Yield ETF

each a series of Investment Managers Series Trust II

235 W. Galena Street
Milwaukee, Wisconsin 53212

1888-617-1444

This Combined Proxy Statement and Prospectus (this “Proxy Statement”) is being sent to you in connection with the solicitation of proxies by the Board of Trustees (the “Board”) of Two Roads Shared Trust (the “Trust”) for use at a Special Meeting of Shareholders (the “Special Meeting”) of the LeaderShares^® Activist Leaders^® ETF, LeaderShares^® AlphaFactor^® Tactical Focused ETF, LeaderShares^® AlphaFactor^® US Core Equity ETF, LeaderShares^® Equity Skew ETF, and LeaderShares^® Dynamic Yield ETF, each a series of the Trust (each, a “Target Fund” and together, the “Target Funds”), to be held on August 15, 2025, at the offices of Ultimus Fund Solutions, LLC, 80 Arkay Drive, Suite 110, Hauppauge, NY 11788 at 10:00 a.m. Eastern time. At the Special Meeting, you and the other shareholders of the Target Funds will be asked to consider and vote upon the proposal(s) below applicable to your Target Fund(s). Shareholders of each Target Fund will be asked to consider and vote on the sixth proposal, if necessary.

Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Trust, in person at the time of the Special Meeting, by voting the proxy at a later date through the toll-free number or through the Internet address listed in the enclosed voting instructions or by submitting a later dated proxy card. If your shares are held in the name of a brokerage firm, bank, nominee or other institution, you should provide instructions to your broker, bank, nominee or other institution on how to vote your shares. If you hold your shares in the name of a brokerage firm, bank, nominee or other institution, you must provide a legal proxy from that institution in order to vote your shares in person at the Special Meeting.

Each Target Fund is a series of the Trust, an open-end management investment company registered with the Securities and Exchange Commission (the “SEC”) and organized as a Delaware statutory trust. Each Acquiring Fund is a newly created series of IMST II, an open-end management investment company registered with the SEC, and also organized as a Delaware statutory trust.

The following documents have been filed with the SEC and are incorporated by reference into this Proxy Statement (which means these documents are considered legally to be part of this Proxy Statement):

The Target Funds’ Prospectus dated March 1, 2025, the Target Funds’ Annual Reports to Shareholders for the fiscal year ended October 31, 2024, and the Target Funds’ Semi-Annual Reports to Shareholders for the period ended April 30, 2025, have been previously mailed to shareholders. Copies of these documents, and the Target Funds’ financial statements for the fiscal year ended October 31, 2024 and the Target Funds’ semi-annual financial statements for the fiscal period ended April 30, 2025, are available upon request and without charge by writing to the Trust, calling 1-480-757-4277, visiting the Target Funds’ website at www.leadersharesetfs.com, or visiting the SEC’s website at www.sec.gov.

Because the Acquiring Funds have not yet commenced operations as of the date of this Proxy Statement, no annual or semi-annual reports are available for the Acquiring Funds at this time.

This Proxy Statement sets forth the basic information you should know before voting on the proposals. You should read it and keep it for future reference. Additional information is set forth in the Statement of Additional Information dated July [ ], 2025, relating to this Proxy Statement, which is also incorporated by reference into this Proxy Statement. The Statement of Additional Information is available upon request and without charge by calling 1-480-757-4277. The Trust expects that this Proxy Statement will be mailed to shareholders on or about July [    ], 2025.

Important Notice Regarding Availability of Proxy Materials for the Meeting to be Held on August 15, 2025. This Proxy Statement is available on the Internet at https://proxyvotinginfo.com/p/leadershares2025.

If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call 1-888-782-0452. Representatives are available Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern Time.

Date: July [    ], 2025

The shares offered by this Combined Proxy Statement and Prospectus are not deposits or obligations of any bank, and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investment in the Acquiring Fund involves investment risk, including the possible loss of principal.

Table of Contents 

Based on the recommendation of Redwood Investment Management, LLC (“Redwood” or the “Adviser”), the investment adviser for the Target Funds, and, in reliance upon certain representations and commitments made by Redwood to the Board of Trustees of the Trust (the “Board”), including with respect to actions taken or to be taken by Redwood, the Board has called the Special Meeting to ask shareholders of each Target Fund to consider and vote on the applicable proposed reorganization (each, a “Reorganization” and together, the “Reorganizations”) of the Target Fund into the corresponding Acquiring Fund, a new series of IMST II (the Target Funds and Acquiring Funds are each sometimes referred to below as a “Fund” and, collectively, as the “Funds”).  The Board considered and approved each Reorganization at a meeting held on December 10, 2024, subject to the approval of the applicable Target Fund’s shareholders.

The Target Funds currently operate as separate series of the Trust. Redwood currently is the investment adviser to the Target Funds and provides day-to-day portfolio management services to the Target Funds’ portfolios. Redwood wishes to reorganize the Target Funds into IMST II. To effectuate this, the Board has approved each Reorganization, pursuant to an Agreement and Plan of Reorganization (the “Reorganization Agreement”). In order to implement each Reorganization, IMST II has established each Acquiring Fund as a newly organized fund that will commence operations upon the closing of the Reorganization of the corresponding Target Fund. Each Acquiring Fund will be managed by Redwood and will have the same investment objective and substantially similar principal investment strategies, policies and risks as the corresponding Target Fund. The current portfolio managers of each Target Fund will continue to serve as portfolio managers for the corresponding Acquiring Fund. If shareholders approve the Reorganization of a Target Fund, then all of the assets of the Target Fund will be acquired by the corresponding Acquiring Fund, all of the liabilities of the Target Fund will be assumed by the Acquiring Fund, and your shares of the Target Fund will be converted into shares of the Acquiring Fund.

The Trust is a multiple series trust that offers a number of portfolios managed by separate investment advisers. IMST II is a multiple series trust that offers a number of portfolios managed by separate investment advisers. IMST II is not affiliated with the Trust or Redwood. The Trust and IMST II have different Boards of Trustees. Custody, administration, fund accounting and transfer agency, and distribution services (“Third Party Service Arrangements”) are provided to the Trust and IMST II by the following entities:

The Trust believes that each Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The closing of each Reorganization is conditioned upon the receipt by IMST II and the Trust of an opinion to such effect from tax counsel to IMST II. If a Reorganization so qualifies, the applicable Target Fund and its shareholders generally will not recognize any gain or loss for federal income tax purposes on the transfer of its assets, the assumption of its liabilities, and its distribution of the corresponding Acquiring Fund’s shares in the Reorganization.

The Target Funds will not pay for the costs of the Reorganizations and the Special Meeting. Redwood will bear the costs associated with the Reorganizations, including the Special Meeting, and the solicitation of proxies, including the expenses associated with preparing and filing the registration statement that includes this Proxy Statement and the cost of copying, printing and mailing proxy materials. In addition to solicitations by mail, Redwood also may solicit proxies, without special compensation, by telephone or otherwise.

The Board, comprised solely of Trustees who are not “interested persons” of the Trust, as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees” or “Trustees”), unanimously approved the Reorganization with respect to each of the Target Funds. In approving the Reorganizations, the Board considered, among other things: (i) the terms of the Reorganizations, including that each Reorganization is expected to constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the applicable Target Fund and its shareholders are generally not expected to recognize gain or loss for U.S. federal income tax purposes in the Reorganization; (ii) that the investment objective, principal investment strategies, policies and risks of each Target Fund are the same or substantially similar as those of its corresponding Acquiring Fund; (iii) that the current investment adviser and portfolio managers of the Target Funds will continue to serve as investment adviser and portfolio managers of the respective Acquiring Funds; (iv) that the management fees for each Target Fund and the corresponding Acquiring Fund are the same and each Fund operates under a unitary fee structure, under which Redwood has agreed to pay all expenses incurred by the Fund, except for the management fee and certain other expenses; (v) that the Target Funds will not bear the cost of the Reorganizations; (vi) the qualifications and experience of the Acquiring Funds’ new service providers upon reorganization and the compliance program of the Acquiring Funds; (vii) that each Reorganization would not result in the dilution of the applicable shareholders’ interests; (viii) that each Reorganization will be submitted to the shareholders of the applicable Target Fund for approval; and (ix) that shareholders of a Target Funds who do not wish to become shareholders of the corresponding Acquiring Fund may redeem their Target Fund shares before the Reorganization.

Based on Redwood’s recommendation, as well as in reliance upon certain representations and commitments made by Redwood to the Board, including with respect to actions taken or to be taken by Redwood, the Board approved the solicitation of the shareholders of the Target Funds to vote on the Reorganization Agreement, the form of which is attached to this Proxy Statement in Appendix A.

The following shows the fees and expenses for each Target Fund as of April 30, 2025. Only pro forma information is provided for each Acquiring Fund because each Acquiring Fund will not commence operations until the applicable Reorganization is completed, and the pro forma information is based on the average net assets of the corresponding Target Fund as of April 30, 2025. Each Acquiring Fund and Target Fund operates under a unitary fee contract structure. In a unitary fee contract structure, each Fund pays the adviser a fee, and each adviser has agreed to pay all expenses incurred by the Fund except for the management fee and certain other expenses. The unitary fee for each Acquiring Fund is the same as the unitary fee for the corresponding Target Fund.

LeaderShares^® Activist Leaders^® ETF (Target Fund)

LeaderShares^® Activist Leaders^® ETF (Acquiring Fund)

Example

The Example below is intended to help you compare the cost of investing in each Target Fund with the cost of investing in the corresponding Acquiring Fund on a pro forma basis. The Example assumes that you invest $10,000 in a Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return, that each Fund’s Total Annual Fund Operating Expenses remain as stated in the previous table and that distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions, your costs would be as follows, if you redeem your shares:

LeaderShares^® AlphaFactor^® Tactical Focused ETF (Target Fund)

LeaderShares^® AlphaFactor^® Tactical Focused ETF (Acquiring Fund)

Example

The Example below is intended to help you compare the cost of investing in each Target Fund with the cost of investing in the corresponding Acquiring Fund on a pro forma basis. The Example assumes that you invest $10,000 in a Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return, that each Fund’s Total Annual Fund Operating Expenses remain as stated in the previous table and that distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions, your costs would be as follows, if you redeem your shares:

LeaderShares^® AlphaFactor^® US Core Equity ETF (Target Fund)

LeaderShares^® AlphaFactor^® US Core Equity ETF (Acquiring Fund)

Example

The Example below is intended to help you compare the cost of investing in each Target Fund with the cost of investing in the corresponding Acquiring Fund on a pro forma basis. The Example assumes that you invest $10,000 in a Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return, that each Fund’s Total Annual Fund Operating Expenses remain as stated in the previous table and that distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions, your costs would be as follows, if you redeem your shares:

LeaderShares^® Equity Skew ETF (Target Fund)

LeaderShares^® Equity Skew ETF (Acquiring Fund)

Example

The Example below is intended to help you compare the cost of investing in each Target Fund with the cost of investing in the corresponding Acquiring Fund on a pro forma basis. The Example assumes that you invest $10,000 in a Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return, that each Fund’s Total Annual Fund Operating Expenses remain as stated in the previous table and that distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions, your costs would be as follows, if you redeem your shares:

LeaderShares^® Dynamic Yield ETF (Target Fund)

LeaderShares^® Dynamic Yield ETF (Acquiring Fund)

Example

The Example below is intended to help you compare the cost of investing in each Target Fund with the cost of investing in the corresponding Acquiring Fund on a pro forma basis. The Example assumes that you invest $10,000 in a Fund and then redeem all of your shares at the end of each period. The Example also assumes that your investment has a 5% annual return, that each Fund’s Total Annual Fund Operating Expenses remain as stated in the previous table and that distributions are reinvested. Although your actual costs may be higher or lower, based on these assumptions, your costs would be as follows, if you redeem your shares:

The investment objectives of each Target Fund and its corresponding Acquiring Fund are the same, and the principal investment strategies are substantially similar. Because the investment objectives and principal investment strategies of each Target Fund and its corresponding Acquiring Fund are the same or substantially similar, the risks of investing in each Target Fund and Acquiring Fund are substantially the same. Although a Target Fund and its corresponding Acquiring Fund sometimes use slightly different wording or terminology to describe their respective principal investment strategies and risks, such differences do not result in any substantive difference between the way the Target Fund has been managed and the way the corresponding Acquiring Fund will be managed.

Each Fund’s investment objective, principal investment strategies and risks are discussed in more detail below.

Comparison of Principal Investment Objectives

The investment objective of each Target Fund and its corresponding Acquiring Fund are the same. Each Fund’s investment objective is non-fundamental and may be changed by the respective Board of Trustees without shareholder approval, upon at least 60 days’ prior written notice to shareholders.

Comparison of Principal Investment Strategies

The principal investment strategies of each Target Fund are substantially similar to the principal investment strategies of its corresponding Acquiring Fund. Each Fund seeks to achieve its investment objective by using the following strategies.

LeaderShares^® Activist Leaders^® ETF (Target Fund)

LeaderShares^® Activist Leaders^® ETF (Acquiring Fund)

LeaderShares^® AlphaFactor^® Tactical Focused ETF (Target Fund)

LeaderShares^® AlphaFactor^® Tactical Focused ETF (Acquiring Fund)

LeaderShares^® AlphaFactor^® US Core Equity ETF (Target Fund)

LeaderShares^® AlphaFactor^® US Core Equity ETF (Acquiring Fund)

LeaderShares^® Equity Skew ETF (Target Fund)

LeaderShares^® Equity Skew ETF (Acquiring Fund)

LeaderShares^® Dynamic Yield ETF (Target Fund)

LeaderShares^® Dynamic Yield ETF (Acquiring Fund)

Comparison of Principal Investment Risks 

This section will help you compare the risks of each Target Fund and the corresponding Acquiring Fund are set forth in the following tables. Although the Funds describe and organize them differently, the principal risks associated with investments in each Target Fund and the corresponding Acquiring Fund are substantially similar because the Funds have the same investment objectives and substantially similar principal investment strategies.

The risks of the Funds are described in the summary sections of their respective prospectuses as follows:

The fundamental and non-fundamental investment limitations for each Target Fund and for each Acquiring Fund are set forth in the following tables. The fundamental investment limitations of the Target Funds and Acquiring Funds are substantially similar. The fundamental investment limitations may only be amended with shareholder approval.

LeaderShares^® Activist Leaders^® ETF

LeaderShares^® AlphaFactor^® Tactical Focused ETF

LeaderShares^® Equity Skew ETF

LeaderShares^® AlphaFactor^® US Core Equity ETF

LeaderShares^® Dynamic Yield ETF

The non-fundamental investment limitations of for each Target Fund and each Acquiring Fund are set forth in the following table. These non-fundamental investment limitations may be amended without shareholder approval.

Redwood and the Trust have entered into an investment advisory agreement with respect to the Target Funds, (the “Current Investment Advisory Agreement”). The Current Investment Advisory Agreement describes the services Redwood provides to the Target Funds, which generally include investment research and management for the Target Funds and the purchase and sale of securities for the Target Funds’ portfolios. Under the terms of the Current Investment Advisory Agreement, Redwood is not subject to any liability for, or any damages, expenses or losses incurred in connection with, any act or omission or mistake in judgment connected with or arising out of any services rendered under the Current Investment Advisory Agreement, in the absence of willful misfeasance, bad faith or gross negligence in the performance of Redwood’s duties, or by reason of reckless disregard of Redwood’s obligations and duties under the Current Investment Advisory Agreement.

The Current Investment Advisory Agreement continues in effect from year to year provided such continuance is approved at least annually by (a) a vote of the majority of the Independent Trustees, cast in person at a meeting specifically called for the purpose of voting on such approval and by (b) the majority vote of either all of the Trustees or the vote of a majority of the outstanding shares of the Target Fund. The Current Investment Advisory Agreement may be terminated with respect to a Target Fund at any time without penalty on 60 days’ written notice by a vote of a majority of the Trustees, by Redwood, or by holders of a majority of the Target Fund’s outstanding shares. The Current Investment Advisory Agreement shall terminate automatically in the event of its assignment. The Current Investment Advisory Agreements were last approved by the Board of the Trust, including a majority of the Independent Trustees, at a meeting held on December 10, 2024.

Pursuant to the terms of the Current Investment Advisory Agreement, Redwood is entitled to receive, on a monthly basis, the management fees listed in the table below as a percentage of each Target Fund’s average daily net assets. Each Target Fund’s management fee is a “unitary” fee that includes all operating expenses payable by a Fund, except for brokerage fees and commissions, taxes, borrowing costs (such as dividend expenses on securities sold short and interest), fees and expenses of other investment companies in which a Fund may invest, and such extraordinary or non-recurring expenses as may arise, including litigation to which a Fund may be a party and indemnification of the trustees and officers with respect thereto.

Similar to the Current Investment Advisory Agreement, the new investment advisory agreement between IMST II and Redwood (the “New Investment Advisory Agreement”) describes the services Redwood will provide to the Acquiring Funds, which are similar to the services currently provided by Redwood to the Target Funds. Redwood is not liable to IMST II under the terms of the New Investment Advisory Agreement for any error of judgment or mistake of law or for any loss suffered by Redwood or IMST II in connection with the performance of the New Investment Advisory Agreement, except a loss resulting from a breach of fiduciary duty by Redwood with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on Redwood’s part in the performance of its duties or from reckless disregard by Redwood of its duties under the New Investment Advisory Agreement. The New Investment Advisory Agreement may be terminated with respect to an Acquiring Fund at any time, without the payment of any penalty: (i) by the Board of IMST II or by a vote of a majority of the outstanding voting securities of the Acquiring Fund on 60 days’ written notice to Redwood; or (ii) by Redwood on 60 days’ written notice to IMST II. In addition, as with the Current Investment Advisory Agreements, the New Investment Advisory Agreement will terminate automatically upon its assignment. If a Reorganization is approved by the shareholders of a Target Fund, the New Investment Advisory Agreement with respect to that Acquiring Fund would go into effect following the Reorganization and would continue in force for a period of two years, unless sooner terminated as provided in the New Investment Advisory Agreement. The New Investment Advisory Agreement would continue in force from year to year thereafter with respect to the Acquiring Fund so long as it is specifically approved at least annually in the manner required by the 1940 Act.

For its services under the New Investment Advisory Agreement, Redwood will be entitled to receive, on a monthly basis, the management fees listed in the table below as a percentage of each Acquiring Fund’s average daily net assets, which are the same rates that Redwood currently is entitled to receive from the Target Funds. Each Acquiring Fund’s management fee is a “unitary” fee that includes all operating expenses payable by a Fund, except for unitary fee paid to Redwood, interest, dividends and other expenses on securities sold short, taxes, brokerage commissions, and other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments, acquired fund fees and expenses, accrued deferred tax liability, extraordinary expenses, distribution fees and expenses paid by the Acquiring Fund under any distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act.

Set forth below is a comparison of the Funds’ distribution, purchase and redemption processes, and the Funds’ distribution plan. Additional information regarding the Acquiring Fund’s shares is included in Appendix B.

Distributions and Dividend Reinvestment Plan

The Funds distribute their net investment income annually (the LeaderShares^® Dynamic Yield ETF distributes net investment income, if any, monthly) and their net realized capital gains at least annually, if any. The Funds have not established dividend reinvestment plans, but dividends may be reinvested automatically in additional shares if the broker through whom you hold such shares makes this option available. Such shares will generally be reinvested by the broker based upon the market price of those shares and investors may be subject to brokerage commissions charged by the broker.

Purchase and Redemption

The Target Funds and the Acquiring Funds issue and redeem shares on a continuous basis, at net asset value, only in large, specified blocks of Shares (each, a “Creation Unit”). The Funds’ shares are generally not individually redeemable securities, except when aggregated as Creation Units. Shares of each Target Fund are listed and traded on the New York Stock Exchange (“NYSE”) and shares of each Acquiring Funds will be listed and traded on the NYSE under the same ticker symbol as the corresponding Target Fund as stated below:

Individual Shares of the Fund may only be purchased and sold on the secondary market through a broker-dealer. Since Shares of each Fund trade on securities exchanges in the secondary market at their market price rather than their net asset value, a Fund’s Shares may trade at a price greater than (premium) or less than (discount) the Fund’s net asset value. An investor may incur costs attributable to the difference between the highest price a buyer is willing to pay to purchase Shares of a Fund (bid) and the lowest price a seller is willing to accept for Shares of the Fund (ask) when buying or selling Shares in the secondary market (the “bid-ask spread”).

With respect to the Target Funds, recent information, including the Fund’s net asset value, market price, premiums and discounts, and bid-ask spreads, is available online www.leadersharesetfs.com. Following the Reorganization, this information with respect to the Acquiring Funds will be available at www.leadersharesetfs.com.

Distribution Plans

The Board of the Trust has adopted a Distribution and Service Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, each Target Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to the distributor and other firms to provide distribution and shareholder services. No Rule 12b-1 fees are currently paid by the Target Funds, and there are no plans to impose these fees. However, in the event Rule 12b-1 fees are charged in the future because the fees are paid out of the Target Funds’ assets, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

The Board of IMST II has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act. In accordance with its Rule 12b-1 plan, each Acquiring Fund is authorized to pay an amount up to 0.25% of its average daily net assets each year to reimburse the distributor for amounts expended to finance activities primarily intended to result in the sale of Creation Units or the provision of investor services. The distributor may also use this amount to compensate securities dealers or other persons that are Authorized Participants for providing distribution assistance, including broker-dealer and shareholder support and educational and promotional services. The Acquiring Funds has no current intention of paying 12b-1 fees. However, in the event 12b-1 fees are charged in the future because these fees are paid out of the Acquiring Funds’ assets, over time these fees will increase the cost of your investment and may cost you more than certain other types of sales charges.

The following is a summary of key information concerning the Reorganizations. Keep in mind that more detailed information appears in the Reorganization Agreement, the form of which is attached to this Prospectus/Proxy Statement as Appendix A.

The Board has unanimously approved, and the shareholders of each Target Fund are being asked to approve, the Reorganization Agreement by and between the Trust, on behalf of the each Target Fund, and IMST II, on behalf of the corresponding Acquiring Funds, and the transactions it contemplates, including the reorganization of each Target Fund into the corresponding Acquiring Fund in exchange for shares of the Acquiring Fund. In reliance upon the representations and commitments to the Board by Redwood, including with respect to actions taken or to be taken by Redwood, the Board has determined that the proposed Reorganization is in the best interests of each Target Fund and that the interests of each Target Fund’s existing shareholders will not be diluted as a result of the transactions contemplated by the Reorganization. 

The affirmative vote of a majority of the outstanding voting securities of a Target Fund is required to approve the Reorganization Agreement, with respect to that Target Fund. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the vote of the lesser of (i) 67% or more of the shares of the fund present at the Meeting, if the holders of more than 50% of such outstanding shares are present in person or represented by proxy; or (ii) more than 50% of such outstanding shares of the fund. Abstentions and broker non-votes will have the same effect as a vote against the approval of the Reorganization Agreement and the applicable Reorganization.

A copy of the form of the Reorganization Agreement is attached hereto as Appendix A for your reference.

The Reorganization Agreement provides for the reorganization of each Target Fund into the corresponding Acquiring Fund, pursuant to which the Target Fund would (i) transfer all of its assets to the Acquiring Fund in exchange solely for newly issued shares of the Acquiring Fund and the Acquiring Fund’s assumption of all of the liabilities of the Target Fund and (ii) immediately distribute such newly issued shares of the Acquiring Fund to the Target Fund shareholders. As a result, all of the assets of the Target Fund will be transferred to the Acquiring Fund and the Acquiring Fund will assume all of the liabilities of the Target Fund. Shareholders of the Target Fund will receive a number of Acquiring Fund shares equal in value to the aggregate net asset value of the Target Fund shares held immediately prior to the Reorganization. In the event that shareholders of a Target Fund do not approve the Reorganization of the Target Fund, the Target Fund will continue as a series of the Trust and the Board would consider other alternatives, including possibly seeking approval of another proposal or liquidating, which could incur additional expense to shareholders.

Until the Closing, shareholders of the Target Funds will continue to be able to sell their shares at the market price on the New York Stock Exchange (the “Exchange”). After the Reorganization, all of the issued and outstanding shares of each Target Fund will be canceled on the books of the Target Fund and the transfer books of the Target Fund will be permanently closed. If the Reorganization is completed, shareholders will be free to sell the shares of the Acquiring Fund that they receive in the transaction at the market price on the Exchange. Shareholders of a Target Fund may wish to consult their tax advisors as to any different consequences of selling their shares prior to the Reorganization or exchanging such shares for shares of the Acquiring Fund in the Reorganization.

Whether or not the Reorganizations are consummated, Redwood (or any affiliate thereof) will bear the costs and expenses incurred in connection with the Reorganizations. The costs and expenses to be borne by Redwood include, without limitation: (a) expenses associated with the preparation, filing and distribution of this Proxy Statement/Prospectus and related proxy materials and of the Target Funds’ Prospectus and SAI supplements and with distributing the Acquiring Funds’ Prospectus; (b) postage; (c) printing; (d) accounting fees; (e) audit and legal fees, including fees of the counsel to the Trust, counsel to the Independent Trustees of the Trust, counsel to IMST II, and counsel to the Independent Trustees of the IMST II; (f) solicitation costs of the transactions and any brokerage commission costs; (g) service provider conversion fees; (h) transfer agent and custodian conversion costs; (i) transfer taxes for foreign securities; (j) any and all incremental Blue Sky fees; (k) any costs associated with meetings of each Fund’s Board of Trustees relating to the Reorganizations; and (l) any additional costs that Redwood may separately agree to in writing (the “Reorganization Expenses”). Redwood will pay all costs in connection with the termination of the Target Funds. Reorganization Expenses do not include transaction costs associated with portfolio repositioning and sales of portfolio securities, which will be borne by the Target Fund incurring such transaction costs except that Redwood has agreed to pay direct out-of-pocket brokerage commissions and transaction fees. It is estimated that the amount of direct expenses to be incurred by Redwood will be approximately [$184,800].

The Reorganization Agreement may be terminated and a Reorganization contemplated thereby abandoned due to (i) mutual agreement of IMST II, on behalf of the applicable Acquiring Fund, and the Trust, on behalf of the corresponding Target Fund; (ii) a breach by the non-terminating party of any representation, or warranty, or agreement to be performed at or before the closing of the Reorganization, if not cured within 30 days of the breach or, in the sole discretion of the non-breaching party’s Board of Trustees, prior to the closing; (iii) a condition precedent to the obligations of the terminating party that has not been met or waived and it reasonably appears that it will not or cannot be met; or (iv) a determination by the Board of Trustees of either a Target Fund or an Acquiring Fund that the consummation of the transactions contemplated in the Reorganization Agreement is not in the best interests of its respective Fund involved in the transactions contemplated by the Reorganization Agreement. The Reorganization Agreement with respect to any Reorganization will also be terminated and the Reorganization contemplated thereby abandoned if the opinion that the Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code for federal income tax purposes is not delivered. The delivery of this opinion cannot be waived.

If the Proposal to approve a Reorganization as presented in this Proxy Statement/Prospectus is approved at the Meeting, the Reorganization is expected to occur on August 22, 2025.

Each Acquiring Fund’s shares issued to the shareholders of the corresponding Target Fund pursuant to the Reorganization will be validly issued, fully paid and non-assessable when issued, will be transferable without restriction and will have no preemptive or conversion rights. Individual shares of the Acquiring Fund may only be bought and sold in the secondary market through a broker-dealer at market price.

In connection with Redwood’s longer-term strategic objectives, Redwood has proposed that the Target Funds be reconstituted as series of IMST II. The Target Funds currently operate under a unitary fee contract structure. Under this structure, each Target Fund pays Redwood a management fee, and Redwood has agreed to pay all operating expenses incurred by the Target Fund, except for the management fee and certain other expenses. Each Acquiring Fund will also operate under a unitary fee contract structure and will pay Redwood the same management fee currently paid by the corresponding Target Fund. Following the Reorganizations, the overall operating expenses incurred by each Acquiring Fund and paid by Redwood are expected to be lower than the current operating expenses incurred by the corresponding Target Fund and paid by Redwood. In addition to the Target Funds, Redwood also serves as the investment adviser to four mutual fund series of the Trust and is separately proposing that shareholders of those mutual funds approve reorganizations into corresponding series of IMST II. Redwood believes consolidating the Target Funds and the mutual funds under the IMST II umbrella will provide greater efficiencies in the operations, management, and supervision of the funds it manages.

The Board considered the Reorganizations at meetings held on March 19-20, 2024, June 12-13, 2024, September 17-18, 2024, November 15, 2024, and unanimously approved the Reorganization of each Target Fund at a meeting held on December 10, 2024. Prior to the approval at the December 10, 2024 meeting, the Board reviewed detailed information regarding the Reorganizations, including written and oral presentations from Redwood. In its review of the Reorganizations, the Board, comprised solely of Trustees who are not “interested persons” of the Trust, as defined in the 1940 Act, were assisted by independent legal counsel. The Board also met in executive sessions separately with their independent legal counsel with no representatives of management present, prior to and at the meeting at which the Reorganizations were approved.  In reaching its decision to approve the Reorganizations, the Board concluded, in reliance upon the representations and commitments by Redwood to the Board, including with respect to actions taken or to be taken by Redwood, which include but were not limited to certain changes and enhancements to Redwood’s compliance program, that the participation of the Target Funds in the Reorganizations is in the best interests of each Target Fund and that the interests of existing shareholders of each Target Fund would not be diluted as a result of the Reorganization. The Board of IMST II, including a majority of Trustees who are not “interested persons” of IMST II as defined under the 1940 Act, also unanimously approved the Reorganization with respect to each Acquiring Fund at a meeting held on October 31, 2024 and determined that each Reorganization was in the best interests of the Acquiring Fund.

In determining whether to approve each Reorganization, the Board inquired into a number of matters and considered, among other things:

The Board noted that, at times, its views had differed materially from those of Redwood regarding: (i) Redwood’s monitoring of and judgment relating to compliance matters concerning certain other funds in the Trust that were advised by Redwood; (ii) Redwood’s understanding of certain 1940 Act considerations with respect to its fund of funds investment strategies; and (iii) the liquidity profiles of certain other funds in the Trust that were advised by Redwood. The Board also took into account the Target Funds’ CCO’s evaluation of Redwood’s compliance program, as well as its reliance on certain representations and commitments previously made by Redwood, including with respect to actions taken or to be taken by Redwood, which include but were not limited to certain changes and enhancements to Redwood’s compliance program. The Board also considered the representations of the Acquiring Funds’ CCO with respect to the compliance policies and procedures of the Acquiring Funds.

These determinations were made on the basis of each Trustee’s business judgment after consideration of all of the factors taken as a whole, though individual Trustees may have placed different weight on various factors and assigned different degrees of materiality to various conclusions. After consideration of these and other factors it deemed appropriate, the Board, comprised solely of Board members who are not “interested persons” of the Trust or of IMST II or of the Acquiring Funds, as defined in the 1940 Act, unanimously approved the Reorganization of the Target Funds, subject to approval by shareholders of the respective Target Fund and the solicitation of the shareholders of the Target Fund to vote “FOR” the approval of the Plan.

The Board, including the Independent Trustees, unanimously recommends that shareholders of
each Target Fund approve the Reorganization Agreement and the Reorganization.

For each year of its existence, each Target Fund has had in effect an election to be, and the Trust believes the Target Fund has qualified for treatment as, a “regulated investment company” under the Code. Accordingly, the Trust believes each Target Fund has been, and will continue through the closing of the applicable Reorganization to be, generally relieved of any federal income tax liability on its taxable income and gains it distributes to shareholders in accordance with Subchapter M of the Code.

As a condition to the closing of each Reorganization, the Trust and IMST II will receive, on behalf of the applicable Target Fund and the corresponding Acquiring Fund, respectively, a tax opinion from Morgan, Lewis & Bockius LLP with respect to that Reorganization substantially to the effect that for federal income tax purposes:

In rendering the opinion, counsel will rely upon, among other things, certain facts and assumptions and certain representations of the Trust, IMST II, the applicable Target Fund and the corresponding Acquiring Fund. The condition that the parties to each Reorganization receive such an opinion may not be waived.

No tax ruling has been or will be received from the Internal Revenue Service (“IRS”) in connection with any Reorganization. An opinion of counsel is not binding on the IRS or a court, and no assurance can be given that the IRS would not assert, or a court would not sustain, a contrary position.

Although the Trust is not aware of any adverse state income tax consequences, the Trust has not made any investigation as to those consequences for the shareholders. Because each shareholder may have unique tax issues, shareholders should consult their own tax advisors.

Each Acquiring Fund will succeed to and take into account any capital loss carryforwards of the corresponding Target Fund by reason of the applicable Reorganization. No Reorganization is expected to result in limitations on the applicable Acquiring Fund’s ability to use any capital loss carryforwards of the corresponding Target Fund. The Target Funds had the following short-term and long-term capital loss carryforwards:

This description of the federal income tax consequences of the Reorganization is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisers as to the specific consequences to them of the Reorganization, including the applicability and effect of state, local, non-U.S. and other tax laws.

The Trust and IMST II are each organized as Delaware statutory trusts and are governed by their respective Agreement and Declaration of Trust, By-Laws and Board of Trustees. The operations of the Trust and IMST II are also governed by applicable state and federal law. As a result, there are no material differences between the rights of shareholders under the governing state laws of the Trust and IMST II except differences in rights provided for in the respective governing instruments of these entities, some of which are discussed below.

The foregoing is a very general summary of certain provisions of the governing instruments and by-laws of the Trust and IMST II. It is qualified in its entirety by reference to the respective governing instruments and by-laws. Copies of each of these documents are available to shareholders without charge upon written request.

The fiscal year end for each Target Fund is October 31^st. The fiscal year end for each Acquiring Fund is set for October 31^st.

There are no material pending legal proceedings against the Funds or Redwood.

The following table sets forth the unaudited capitalization of each Target Fund as of June 30, 2025, and the pro forma capitalization of each Acquiring Fund as if the Reorganization had occurred on such date. The following is for informational purposes only. No assurance can be given as to how many shares of the Acquiring Fund will be received by the shareholders of the Target Fund on the date the Reorganization takes place, and the foregoing should not be relied upon to reflect the number of shares of the Acquiring Fund that actually will be received on or after such date.

LeaderShares^® Activist Leaders^® ETF (Target Fund)

LeaderShares^® Activist Leaders^® ETF (Acquiring Fund)

LeaderShares^® AlphaFactor^® Tactical Focused ETF (Target Fund)

LeaderShares^® AlphaFactor^® Tactical Focused ETF (Acquiring Fund)

LeaderShares^® AlphaFactor^® US Core Equity ETF (Target Fund)

LeaderShares^® AlphaFactor^® US Core Equity ETF (Acquiring Fund)

LeaderShares^® Equity Skew ETF (Target Fund)

LeaderShares^® Equity Skew ETF (Acquiring Fund)

LeaderShares^® Dynamic Yield ETF (Target Fund)

LeaderShares^® Dynamic Yield ETF (Acquiring Fund)

If a Reorganization is approved by the shareholders of a Target Fund, the corresponding Acquiring Fund will assume the performance and accounting history of the Target Fund.  The bar charts and tables below provide some indication of the risks of investing in each Fund by showing you how the performance of each Target Fund has varied from year to year and by showing how each Target Fund’s average annual total returns based on net asset value compared to those of a broad-based securities market index. A Target Fund’s past performance (before and after taxes) is not necessarily an indication of how the Target Fund or the corresponding Acquiring Fund will perform in the future.

Updated performance information for the Target Funds is available at no cost by calling 1-480-757-4277 and is also available at www.leadersharesetfs.com.

LeaderShares^® Activist Leaders^® ETF (Target Fund)

For Calendar Years Ended December 31^st

LeaderShares^® AlphaFactor^® Tactical Focused ETF (Target Fund)

For Calendar Years Ended December 31^st

LeaderShares^® AlphaFactor^® US Core Equity ETF (Target Fund)

For Calendar Years Ended December 31^st

LeaderShares^® Equity Skew ETF (Target Fund)

For Calendar Years Ended December 31^st

LeaderShares^® Dynamic Yield ETF (Target Fund)

For Calendar Years Ended December 31^st

Investment Adviser

Redwood, located at 4110 N. Scottsdale Road, Suite 125, Scottsdale, Arizona, 85251, serves as investment adviser to each Target Fund and will serve as investment adviser to each Acquiring Fund. Subject to the authority of the applicable Board, Redwood is responsible for the overall management of each Target Fund’s and Acquiring Fund’s business affairs. Redwood Investment Holdco, LLC wholly owns RIM Holdco, which owns 99% of Redwood. Redwood Investment Holdco, LLC is controlled and majority owned by Michael Messinger and related trusts formed by him. As of March 1, 2025, Redwood had approximately $2.7 billion in assets under management.

The names and principal occupations of each principal executive officer and director of Redwood are listed below. The address for each principal executive officer and director is 4110 N. Scottsdale Rd., Suite 125, Scottsdale, AZ, 85251.

None of Redwood’s principal officers and directors has any position with the Target Funds or the Acquiring Funds.

Portfolio Managers

The current portfolio managers of each Target Fund will serve as portfolio managers of the corresponding Acquiring Fund.

The LeaderShares^® Activist Leaders^® ETF is jointly managed by a team comprised of Michael T. Messinger, Portfolio Manager and Managing Partner of Redwood, Richard M. Duff, Portfolio Manager and Managing Partner of Redwood, and Michael T. Cheung, Portfolio Manager and Managing Partner. Mr. Messinger, Mr. Duff and Mr. Cheung have managed the Target Fund since its inception in October 2020.

The LeaderShares^® AlphaFactor^® Tactical Focused ETF is jointly managed by a team comprised of Michael T. Messinger, Richard M. Duff, and Michael T. Cheung. Mr. Messinger, Mr. Duff and Mr. Cheung have managed the Target Fund since its inception in October 2020.

The LeaderShares^® AlphaFactor^® US Core Equity ETF is jointly managed by a team comprised of Michael T. Messinger, Richard M. Duff, and Michael T. Cheung. Messrs. Messinger, Duff and Cheung have managed the Target Fund since it commenced operations in September 2018.

The LeaderShares^® Equity Skew ETF is jointly managed by a team comprised of Michael T. Messinger, Richard M. Duff and Michael T. Cheung. Mr. Messinger, Mr. Duff and Mr. Cheung have managed the Target Fund since its inception in May 2020.

The LeaderShares^® Dynamic Yield ETF is jointly managed by a team comprised of Michael T. Messinger and Michael T. Cheung. Mr. Messinger and Mr. Cheung have managed the Target Fund since its inception in June, 2021.

Michael Messinger is a Portfolio Manager and Managing Partner at Redwood with eighteen years of experience in financial services. Mr. Messinger is responsible for overseeing the development, implementation, and live risk management of Redwood’s investment strategies. Prior to launching Redwood in 2010, he served as a Regional Vice President for RiverSource Investments (now known as Columbia Management) from 2007 to 2010. Mr. Messinger also worked as a marketer with ING’s investment management and insurance divisions from 2003 to 2007. Mr. Messinger began his career with UBS Wealth Management in 2000. Mr. Messinger holds a Bachelor’s degree in Finance from the University of Arizona.

Michael Cheung is a Portfolio Manager and Managing Partner at Redwood. He has been with Redwood since 2013, and conducts research and macro analysis on current and prospective investments. His primary focus is on research, development, and testing of systematic investment strategies. He is also responsible for proprietary research software design and development, having experience working with a variety of programming languages and database structures. Mr. Cheung brings several years of quantitative investing experience, previously positioned as a head trader at a proprietary equities trading desk, responsible for overseeing both automated and discretionary trading systems. Prior to joining Redwood, Mr. Cheung was a quantitative trader at Coastal Trade Securities, LLC from 2010 to 2012 and at Agoge Capital, LLC from 2012 to 2013. Mr. Cheung studied quantitative economics and mathematics at the University of California, Irvine.

Richard Duff is Managing Partner of Redwood, responsible for overseeing Redwood’s investment solutions from initial ideation to final implementation. Mr. Duff has been with Redwood since 2015. Mr. Duff began his career in 1994 as a member of the equity portfolio management committee at Pacific Income Advisers, that used a proprietary quantitative screening process combined with a team based qualitative overlay to manage U.S. core equity portfolios. Later he was a Managing Director at BlackRock, where he was Co-Head of the Private Client Group and a member of the Equity Operating Committee. Under his leadership, BlackRock launched its first quantitative factor-based suite of equity focused closed end funds. Immediately prior to joining Redwood, Mr. Duff was a partner and member of the investment committee at OMT Capital Management from 2010 to 2015, the general partner for Hawthorne Capital Partners, a long-short equity hedge fund focused on small cap U.S. equities. Mr. Duff received his Bachelor’s degree from the University of California, Berkeley, and received his Juris Doctorate from University of San Francisco, School of Law.

The Target Funds’ SAI provides additional information about each portfolio manager’s compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of securities in the Target Funds.

The Trust and IMST II are operated by their respective board of trustees and officers appointed by each board. The Reorganization will, therefore, result in a change in the board of trustees.

Trustees of the Trust

The Board has four Trustees, all of whom are not “interested persons” of the Trust, as that term is defined in the 1940 Act (collectively, “Independent Trustees”). The following individuals comprise the Board: Mark Garbin, Mark Gersten, Neil Kaufman, and Anita Krug.

Trustees of IMST II

The IMST II Board has six trustees, four of whom are not “interested persons” of IMST II, as that term is defined in the 1940 Act (collectively, “Independent Trustees”). The following individuals comprise the IMST II Board: Thomas Knipper, Kathleen K. Shkuda, Larry D. Tashjian, John P. Zader, Joy Ausili (Interested Trustee) and Terrance Gallagher (Interested Trustee).

The Funds’ arrangements for custody, administration, accounting, and distribution services are provided to the Trust and IMST II by the following:

This Proxy Statement is being provided in connection with the solicitation of proxies by the Board to solicit your vote at a special meeting of shareholders of the Target Funds. The Special Meeting will be held at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246.

You may vote in one of the following ways:

You may revoke a proxy once it is given. If you desire to revoke a proxy, you must submit a subsequent later dated proxy or a written notice of revocation to the Target Funds. You may also give written notice of revocation in person at the Special Meeting. All properly executed proxies received in time for the Special Meeting will be voted as specified in the proxy, or, if no specification is made, FOR each applicable proposal.

Only shareholders of a Target Fund of record on June 16, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Special Meeting or at any adjournment thereof with respect to that Target Fund. Each whole share of a Target Fund held as of the Record Date is entitled to one vote. The presence in person or by proxy of shareholders owning thirty-three and one-third percent (33-1/3%) of the outstanding shares of a Target Fund that are entitled to vote will be considered a quorum for the transaction of business with respect to the Target Fund. Any lesser number shall be sufficient for adjournments.

Approval of the proposal with respect to a Target Fund will require the affirmative vote of a majority of the outstanding shares of the Target Fund entitled to vote at the Special Meeting. For this purpose, the term “vote of a majority of the outstanding shares entitled to vote” means the vote of the lesser of (1) 67% or more of the voting securities present at the Special Meeting, if more than 50% of the outstanding voting securities of the Target Fund are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of the Target Fund.

The Reorganization of each Target Fund into the corresponding Acquiring Fund is not conditioned upon receipt of shareholder approval of the Reorganization relating to all of the other Target Funds. Accordingly, if, for example, shareholders of two Target Funds approve the Reorganization of those Target Funds, but shareholders of the remaining three Target Funds do not approve such Target Funds’ Reorganizations, the Reorganizations of the first two Target Funds will take place as described in this Combined Proxy Statement/Prospectus. If shareholders of any Target Fund fail to approve its Reorganization, such Target Fund will continue as a series of the Trust and the Trust Board would consider other alternatives, including possibly seeking approval of another proposal or liquidating, which could incur additional expense to shareholders.

If a quorum of shareholders of a Target Fund is not present at the Special Meeting, or if a quorum is present but sufficient votes to approve the proposal described in this Proxy Statement are not received, the persons named as proxies may, but are under no obligation to, propose one or more adjournments of the Special Meeting of the Target Fund to permit further solicitation of proxies. Any business that might have been transacted at the Special Meeting with respect to the Target Fund may be transacted at any such adjourned session(s) at which a quorum is present. The Special Meeting with respect to the Target Funds may be adjourned from time to time by a majority of the votes of the Target Funds properly cast upon the question of adjourning the Special Meeting of the Target Funds to another date and time, whether or not a quorum is present, and the Special Meeting of the Target Funds may be held as adjourned without further notice. The persons designated as proxies may use their discretionary authority to vote on questions of adjournment and on any other proposals raised at the Special Meeting to the extent permitted by the SEC’s proxy rules, including proposals for which timely notice was not received, as set forth in the SEC’s proxy rules.

For purposes of determining the presence of a quorum for transacting business at the Special Meeting, all proxies voted, including abstentions, will be counted toward establishing a quorum. Because the proposal is expected to “affect substantially” a shareholder’s rights or privileges, a broker may not vote shares if the broker has not received instructions from beneficial owners or persons entitled to vote, even if the broker has discretionary voting power (i.e., the proposal is non-discretionary). Because the proposal is non-discretionary, the Trust does not expect to receive broker non-votes. Any broker non-votes received, however, will not be counted as present at the Special Meeting for purposes of determining quorum or as votes cast at the Special Meeting.

Assuming the presence of a quorum, abstentions will have the effect of votes against the proposal. Abstentions will have no effect on the outcome of a vote on adjournment.

This Proxy Statement is being sent to you in connection with the solicitation of proxies by the Board for use at the Special Meeting. The close of business on June 16, 2025, is the Record Date for determining the shareholders of a Target Fund entitled to receive notice of the Special Meeting and to vote with respect to that Target Fund, and for determining the number of shares that may be voted, with respect to the Special Meeting or any adjournment thereof. The Trust expects that the solicitation of proxies will be primarily by mail and telephone. Redwood has retained Sodali & Co. to provide proxy services, at an anticipated cost of approximately $ 29,494.

Any shareholder giving a proxy may revoke it before it is exercised at the Special Meeting, either by providing written notice to the Trust, by submission of a later-dated, duly executed proxy or by voting in person at the Special Meeting. A prior proxy can also be revoked by proxy voting again through the toll-free number listed in the enclosed Voting Instructions. If not so revoked, the votes will be cast at the Special Meeting, and any postponements or adjournments thereof. Attendance by a shareholder at the Special Meeting does not, by itself, revoke a proxy.

Shareholders of a Target Fund at the close of business on June 16, 2025, the Record Date, will be entitled to be present and vote at the Meeting. Shareholders are entitled to one vote for each share held. As of the Record Date, 500,000 shares of the LeaderShares^® Activist Leaders^® ETF, 2,500,000 shares of the LeaderShares^® AlphaFactor^® Tactical Focused ETF, 3,250,000 shares of the LeaderShares^® AlphaFactor^® US Core Equity ETF, 1,900,000 shares of the LeaderShares^® Equity Skew ETF, and 2,250,000 shares of the LeaderShares^® Dynamic Yield ETF were outstanding and entitled to vote at the Special Meeting.

Any person owning, directly or indirectly, more than 25% of the outstanding shares of a Target Fund is presumed to control the Target Fund. Principal holders are persons who own 5% or more of the outstanding shares of a Target Fund. The Depository Trust Company (“DTC”) or its nominee is the record owner of all outstanding shares and is recognized as the owner of all shares for all purposes. Investors owning shares are beneficial owners as shown on the records of DTC or its participants. As of the Record Date, the Target Funds do not have information regarding the record or beneficial ownership of shares of the Target Funds held in the names of DTC participants, as DTC has not provided the Target Funds with access to such information.

Although the Target Funds do not have information concerning its beneficial ownership held in the names of DTC participants, as of the Record Date the names, addresses and percentage ownership of each authorized participant, each of which is a DTC participant, that owned of record 5% or more of the outstanding shares of the Target Funds as of the Record Date were as follows:

As of the Record Date, the Trustees and Officers of the Trust as a group owned less than 1% of each Target Fund’s outstanding securities.

There were no outstanding shares of the Acquiring Funds on the Record Date, as the Acquiring Funds had not yet commenced operations.

Redwood may be deemed to have an interest in the Reorganizations because it will become investment adviser to the Acquiring Funds and will receive fees from the Acquiring Funds for its services as investment adviser, and it may also benefit from a reduction in the overall operating expenses currently incurred by the Target Funds, which lowers the amounts required to be paid by Redwood under the unitary fee arrangement with the Acquiring Funds.

The Board knows of no other business to be brought before the Special Meeting. If any other matters come before the Special Meeting, the Board intends that proxies that do not contain specific restrictions to the contrary will be voted on those matters in accordance with the judgment of the persons named in the enclosed proxy card.

Each Target Fund is not required and does not intend to hold annual or other periodic meetings of shareholders except as required by the 1940 Act. By observing this policy, each Target Fund seeks to avoid the expenses customarily incurred in the preparation of proxy material and the holding of shareholder meetings, as well as the related expenditure of staff time. If a Reorganization is not completed, the next meeting of the shareholders of the Target Fund will be held at such time as the Board may determine or at such time as may be legally required. Any shareholder proposal intended to be presented at such meeting must be received by the Trust at its office at a reasonable time before the Trust begins to print and mail its proxy statement, as determined by the Board, to be included in a Target Fund’s proxy statement and form of proxy relating to that meeting, and must satisfy all other legal requirements.

Certain legal matters concerning the issuance of shares of the Acquiring Funds in connection with the Reorganizations and the federal income tax consequences of the Reorganizations will be passed upon by Morgan, Lewis & Bockius LLP.

The Trust and IMST II are subject to the information requirements of the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith, file reports and other information, including proxy materials and charter documents, with the SEC. Copies may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov. In addition, copies of these documents may be viewed online or downloaded from the SEC’s website at www.sec.gov.

APPENDIX A

Form of AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 22^nd day of August 2025, by and among Two Roads Shared Trust (the “Trust”), a Delaware statutory trust, with its principal place of business at 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, severally and not jointly on behalf of its series listed under the heading “Acquired Funds” on Appendix A attached hereto (each, an “Acquired Fund”), Investment Managers Series Trust II (the “IMST Trust”), a Delaware statutory trust, with its principal place of business at 235 West Galena Street, Milwaukee, Wisconsin 53212, severally and not jointly on behalf of its series listed under the heading “Acquiring Funds” on Appendix A (each, an “Acquiring Fund” and, together with the Acquired Funds, the “Funds”) and, solely with respect to Articles IX, XI and XIV and paragraphs 4.5, 5.7, 8.6, 10.2 and 13.7, Redwood Investment Management, LLC (“Redwood” or the “Adviser”), with its principal place of business at 4110 N. Scottsdale Road, Suite 125, Scottsdale, Arizona 85251.

WHEREAS, it is intended that the transactions contemplated by this Agreement constitute a “reorganization” as defined in Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder. Such transactions will consist of: (i) the transfer of all of the property and assets of each Acquired Fund to the corresponding Acquiring Fund in exchange for (A) shares of beneficial interest, par value of $0.01 per share, of shares of the Acquiring Fund (the “Acquiring Fund Shares”) and (B) the assumption by the Acquiring Fund of all liabilities of the Acquired Fund; followed by (ii) the distribution of the Acquiring Fund Shares pro rata to the shareholders of the Acquired Fund in exchange for their shares in the Acquired Fund (the “Acquired Fund Shares”) in liquidation of the Acquired Fund as provided herein, all upon the terms and conditions set forth in this Agreement ((i) and (ii) collectively, the “Reorganization”). The parties hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury regulations Sections 1.368-2(g) and 1.368-3(a). Notwithstanding anything to the contrary contained herein, the obligations, agreements, representations and warranties with respect to each Fund shall be the obligations, agreements, representations and warranties of that Fund only, and in no event shall any other series of the Trust or any other series of the IMST Trust or the assets of any other series of the Trust or any other series of the IMST Trust be held liable with respect to the breach or other default by an obligated Fund of its obligations, agreements, representations and warranties as set forth herein;

WHEREAS, the Acquired Funds and Acquiring Funds are separate series of the Trust and the IMST Trust, respectively, the Trust and the IMST Trust are open-end, registered management investment companies, and the Acquired Funds own securities and other investments that are assets of the character in which the Acquiring Funds are permitted to invest;

WHEREAS, each Fund is authorized to issue its shares of beneficial interest; 

WHEREAS, the Trustees of the Trust have determined that the Reorganization, with respect to each Acquired Fund, is in the best interests of the Acquired Fund and that the interests of the existing shareholders of the Acquired Fund will not be diluted as a result of the Reorganization; and

WHEREAS, the Trustees of the IMST Trust have determined that the Reorganization, with respect to each Acquiring Fund, is in the best interests of the Acquiring Fund and, there being no existing shareholders of the Acquiring Fund, that the Reorganization will not result in dilution of the Acquiring Fund’s shareholders’ interests;

NOW, THEREFORE, in consideration of the premises, covenants, and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

For convenience, the balance of this Agreement refers only to a single Reorganization, one Acquired Fund, and one Acquiring Fund, but the terms and conditions hereof shall apply separately to each Reorganization and the Funds participating therein.

ARTICLE I

TRANSFER OF ASSETS OF THE ACQUIRED FUND IN EXCHANGE FOR ACQUIRING FUND
SHARES AND THE ASSUMPTION OF THE ACQUIRED FUND’S LIABILITIES AND
TERMINATION OF THE ACQUIRED FUND

1.1 THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to sell, assign, convey, transfer and deliver all of its assets, as set forth in paragraph 1.2, free and clear of all liens and encumbrances, except those liens and encumbrances as to which the Acquiring Fund has received notice, to the Acquiring Fund. In exchange, the Acquiring Fund agrees (a) to issue and deliver to the Acquired Fund the number of Acquiring Fund Shares having an aggregate net asset value (“NAV”) equal to the aggregate NAV of the Acquired Fund Shares, as determined in the manner set forth in paragraphs 2.1 and 2.2; and (b) to assume the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions comprising the Reorganization shall take place on the date of the Closing provided for in paragraph 3.1 (the “Closing Date”).

1.2 ASSETS TO BE ACQUIRED. The assets of the Acquired Fund to be sold, assigned, transferred and delivered to and acquired by the Acquiring Fund shall consist of all assets and property of every kind and nature, including, without limitation, all cash, securities, goodwill, commodities, interests in futures and dividends or interest receivables, receivables for shares sold and other rights that are owned by the Acquired Fund on the Closing Date, and any deferred and prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date (the “Acquired Assets”). For the sake of clarity, the Acquired Assets include, but are not limited to, all rights (including rights to indemnification and contribution) and claims (including, but not limited to, claims for breach of contract, violation of standards of care and claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims or regulator or government established investor recovery fund claims and any and all resulting recoveries, free and clear of all liens, encumbrances and claims whatsoever, except those liens and encumbrances as to which the Acquiring Fund has received notice) of the Acquired Fund against any party with whom the Acquired Fund has contracted for any actions or omissions up to the Closing Date.

The Acquired Fund has provided the Acquiring Fund with its most recent audited financial statements, which contain a list of all of the Acquired Fund’s assets as of the date of such statements. The Acquired Fund hereby represents that, as of the date of the execution of this Agreement, there have been no changes in its financial position as reflected in such financial statements other than those occurring in the ordinary course of business in connection with the purchase and sale of securities and the payment of normal operating expenses and the payment of dividends, capital gains distributions and redemption proceeds to shareholders. The Acquired Fund reserves the right to sell any of such securities or other investments.

1.3 LIABILITIES TO BE ASSUMED. The Acquired Fund will endeavor, consistent with its obligation to continue to pursue its investment objective and employ its investment strategies in accordance with the terms of its Prospectus, in good faith to discharge all of its known liabilities and obligations to the extent practicable prior to the Closing Date. The Acquiring Fund shall assume all liabilities, debts and obligations (including the obligation of the Acquired Fund to indemnify, defend, hold harmless, advance expenses to and/or contribute to the liability of the trustees and officers of the Acquired Fund, acting in their capacities as such, to the fullest extent provided by applicable law and in the Trust’s Agreement and Declaration of Trust, as amended (the “Trust Declaration of Trust”) and By-laws) and duties of the Acquired Fund not discharged prior to the Closing Date, whether known or unknown, contingent, accrued or otherwise, whether or not they are reflected on the books of the Acquired Fund (excluding Reorganization Expenses (as defined in Article IX) borne by Redwood pursuant to Article IX), and investment contracts entered into in accordance with the terms of its Prospectus, including options, futures, forward contracts, and swap agreements (the “Assumed Liabilities”). At and after the Effective Time, the liabilities of the Acquired Fund shall become and be the liabilities of the Acquiring Fund and may be enforced against the Acquiring Fund to the same extent as if the same had been incurred by the Acquiring Fund, without diminishing or releasing any rights the Trust may have had with respect to actions taken or omitted or to be taken by any other party thereto before the Closing.

1.4 LIQUIDATION AND DISTRIBUTION. On the Closing Date, the Acquired Fund will distribute, in liquidation, all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1, pro rata to its shareholders of record, determined as of the close of business on the Valuation Date (as defined in paragraph 2.1) (the “Acquired Fund Shareholders”). In the Reorganization, each Acquired Fund Shareholder will receive the number of Acquiring Fund Shares that has an aggregate NAV equal to the aggregate NAV of the Acquired Fund Shares held of record by such Acquired Fund Shareholder on the Closing Date. Such liquidation and distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders, representing the respective numbers of Acquiring Fund Shares due such shareholders. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund, and the Acquired Fund will thereupon proceed to terminate as set forth in paragraph 1.7 below. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such exchange. Each Acquired Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Acquired Fund before the Effective Time (as defined in paragraph 3.1) with respect to Acquired Fund Shares that are held of record by the Acquired Fund Shareholder at the Effective Time on the Closing Date.

1.5 OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund’s transfer agent.

1.6 TRANSFER TAXES. Any transfer taxes payable upon the transfer of Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be transferred.

1.7 TERMINATION. As soon as practicable on or after the Closing Date, the Acquired Fund shall make all filings and take all other steps as shall be necessary and proper to effect its complete dissolution under Delaware law. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its dissolution.

ARTICLE II

VALUATION

2.1 VALUATION OF ASSETS. The value of the Acquired Assets to be acquired by the Acquiring Fund hereunder shall be the value of such Acquired Assets computed as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the Closing Date (such time and date being hereinafter called the “Valuation Date”). The NAV per share of Acquiring Fund Shares shall be computed by Brown Brothers Harriman & Co. (“BBH”), the Acquiring Fund’s accounting agent, in the manner set forth in the IMST Trust’s Amended and Restated Agreement and Declaration of Trust (the “IMST Declaration of Trust”) or By-Laws, the Acquiring Fund’s then-current prospectus and statement of additional information and the procedures adopted by the IMST Trust’s Board of Trustees. The NAV per share of Acquired Fund Shares shall be computed by Ultimus Fund Solutions, LLC (the “Acquired Fund Administrator”), the Acquired Fund’s accounting agent, in the manner set forth in the Trust Declaration of Trust or By-Laws, the Acquired Fund’s then-current prospectus and statement of additional information and the procedures adopted by the Trust’s Board of Trustees.

2.2 VALUATION OF SHARES AND CALCULATION OF NUMBERS OF SHARES. The NAV per share of Acquiring Fund Shares and the NAV per share of Acquired Fund Shares shall, in each case, be computed as of the close of normal trading on the NYSE on the Valuation Date. The number of Acquiring Fund Shares to be issued in the Reorganization in exchange for Acquired Fund Shares shall be determined by BBH by dividing the NAV of the Acquired Fund Shares, as determined in accordance with paragraph 2.1 hereof, by the NAV of one Acquiring Fund Share, as determined in accordance with paragraph 2.1 hereof.

2.3 DETERMINATION OF VALUE. All computations of value with respect to the Acquired Fund shall be made by the Acquired Fund Administrator, in accordance with its regular practice in pricing the shares and assets of the Acquired Fund, and confirmed by BBH. The IMST Trust and the Trust agree to use commercially reasonable efforts to resolve prior to the Valuation Date any material valuation differences with respect to the Acquired Assets that will be transferred to the Acquiring Fund.

ARTICLE III

CLOSING AND CLOSING DATE

3.1 CLOSING DATE. Subject to the satisfaction or waiver of the conditions set forth in Articles VI, VII and VIII of this Agreement, the closing (the “Closing”) will be on the Closing Date, which will be on or about August 22, 2025, or such other date as the parties may agree to in writing. The Closing shall be held as of the close of business (the “Effective Time”) at the offices of Ultimus Fund Solutions, LLC, 225 Pictoria Drive, Suite 450, Cincinnati, Ohio 45246, or at such other time and/or place as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously immediately at the Effective Time, unless otherwise provided.

3.2 CUSTODIAN’S CERTIFICATE. The portfolio securities and other investments of the Acquired Fund shall be made available by the Acquired Fund to the Acquiring Fund’s custodian for examination no later than five business days preceding the Closing Date. BBH, as custodian for the Acquired Fund, shall deliver at the Closing a certificate of an authorized officer (a) stating that the Acquired Fund’s portfolio securities, cash, and any other assets shall have been delivered in proper form to the Acquiring Fund on the Closing Date; (b) attaching a schedule setting forth information (including adjusted basis and holding period, by lot) concerning the Acquired Assets and (c) stating that all necessary Taxes (as defined below), including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Acquired Fund.

3.3 EFFECT OF SUSPENSION IN TRADING. In the event that on the Valuation Date, either: (a) the NYSE or another primary exchange on which the portfolio securities of the Acquiring Fund or the Acquired Fund are purchased or sold, shall be closed to trading or trading on such exchange shall be restricted; or (b) trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquiring Fund or the Acquired Fund is impracticable as mutually determined by the parties, the Valuation Date shall be postponed until the first business day after the day when trading is fully resumed and reporting is restored.

3.4 TRANSFER AGENT’S CERTIFICATE. The Acquired Fund shall cause BBH, as its transfer agent, to deliver at the Closing to the Secretary of the IMST Trust a certificate of an authorized officer stating the number and percentage ownership of outstanding Acquired Fund Shares owned by each shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver or cause BBH, its transfer agent, to issue and deliver to the Secretary of the Trust a confirmation evidencing the number of Acquiring Fund Shares to be credited on the Closing Date or provide evidence satisfactory to the Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired Fund’s account on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, receipts and other documents, if any, as such other party or its counsel may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS OF THE ACQUIRED FUND. The Trust, on behalf of the Acquired Fund, represents and warrants to the IMST Trust and the Acquiring Fund as follows:

(a) The Acquired Fund is a separate series of the Trust, a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware. The Trust has the power to own all of its properties and assets and, subject to approval by the Acquired Fund’s shareholders, to perform its obligations under this Agreement.

(b) The Trust is registered as an open-end management investment company, and its registration with the U.S. Securities and Exchange Commission (the “SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), is in full force and effect.

(c) The current Prospectus and Statement of Additional Information of the Acquired Fund, as amended, conform in all material respects to the applicable requirements of the Securities Act of 1933 (the “1933 Act”) and the 1940 Act, and the rules and regulations thereunder, and to the Trust’s and the Acquired Fund’s knowledge and based on the Adviser’s representations and warranties included in paragraph 4.5, do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d) The Trust, with respect to the Acquired Fund, is not currently engaged in, and the execution, delivery, and performance of this Agreement (subject to shareholder approval) will not result in, the violation of any material provision of the Trust Declaration of Trust or its By-Laws, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Trust, on behalf of the Acquired Fund, is a party or by which it is bound.

(e) The Acquired Fund Shares are the only outstanding equity interests in the Acquired Fund.

(f) The Acquired Fund has no material contracts or other commitments (other than this Agreement and agreements for the purchase and sale of securities or other permitted investments) that if terminated will result in material liability to the Acquired Fund.

(g) To the Trust’s knowledge, except as otherwise disclosed in writing to the Acquiring Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or threatened against the Trust with respect to the Acquired Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition, the conduct of its business, or the ability of the Acquired Fund to carry out the transactions contemplated by this Agreement. The Acquired Fund is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquired Fund’s business or its ability to consummate the transactions contemplated herein.

(h) The financial statements of the Acquired Fund for the most recently completed fiscal year are in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Acquiring Fund) fairly reflect the financial condition of the Acquired Fund as of the end of such fiscal year, in all material respects as of that date, and to the Trust’s knowledge, there are no known contingent liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with generally accepted accounting principles consistently applied in the United States (“GAAP”) as of that date not disclosed in such statements.

(i) To the Trust’s knowledge, since the last day of the Acquired Fund’s most recently completed fiscal year, there have been no material adverse changes in the Acquired Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Acquired Fund of material indebtedness, except as otherwise disclosed in writing to and accepted by the Acquiring Fund. For the purposes of this subparagraph (i), distributions of net investment income and net realized capital gains, changes in portfolio securities, changes in market value of portfolio securities, discharges of the Acquired Fund’s liabilities, or net redemptions shall not constitute a material adverse change.

(j) All Tax (as defined below) returns and reports (including, but not limited to, information returns) that are required to have been filed by the Acquired Fund have been duly and timely filed. All such returns and reports were true, correct and complete as of the time of their filing, and accurately state the amount of Tax (if any) owed for the periods covered by the returns, or, in the case of information returns, the amount and character of income or other information required to be reported by the Acquired Fund. All Taxes due or properly shown to be due on such returns and reports have been paid, or provision has been made for such Taxes in accordance with appropriate accounting principles. To the knowledge of the Trust, no such return is currently being audited by any federal, state, local or foreign taxing authority. To the knowledge of the Trust, there are no deficiency assessments with respect to any Taxes of the Acquired Fund and no such deficiency assessments have been proposed with respect to the Acquired Fund in writing. As used in this Agreement, “Tax” or “Taxes” means all federal, state, local and foreign (whether imposed by a country or political subdivision or authority thereunder) income, gross receipts, excise, sales, use, value added, employment, franchise, profits, property, ad valorem or other taxes, stamp taxes and duties, fees, assessments or charges, whether payable directly or by withholding, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority (foreign or domestic) with respect thereto, and including any obligations to indemnify or otherwise assume or succeed to such a liability of any other person. There are no levies, liens or encumbrances relating to Taxes existing, threatened or pending with respect to the assets of the Acquired Fund (other than liens for Taxes not yet due and payable). The Acquired Fund has not changed its annual accounting period within the 60-month period ending on the Closing Date.

(k) All issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, validly issued, fully paid and non-assessable by the Acquired Fund and will have been issued in compliance with all applicable registration or qualification requirements of federal and state securities laws. All of the issued and outstanding shares of the Acquired Fund will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the Acquired Fund’s transfer agent as provided in paragraph 3.4. The Acquired Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Acquired Fund Shares, and there are no outstanding securities convertible into any Acquired Fund Shares.

(l) At the Closing Date, the Acquired Fund will have good and valid title to the Acquired Assets to be transferred to the Acquiring Fund pursuant to paragraph 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such Acquired Assets hereunder. Upon delivery and payment for such Acquired Assets, the Acquiring Fund will acquire good and valid title, subject to no restrictions on the full transfer of such Acquired Assets, including such restrictions as might arise under the 1933 Act, other than as disclosed in writing to and accepted by the Acquiring Fund (except securities that are restricted as to resale or transfer by their terms), provided that, if disclosed in writing to the Acquiring Fund, the Acquiring Fund will acquire assets that are segregated as collateral for the Acquired Fund’s derivative positions, if any, including without limitation, as collateral for swap positions and as margin for futures positions, if any, subject to such segregation and liens that apply to such assets.

(m) The execution, delivery, and performance of this Agreement have been duly authorized by the Board of Trustees of the Trust. Subject to approval by the Acquired Fund’s shareholders, this Agreement constitutes a valid and binding obligation of the Trust with respect to the Acquired Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(n) The information to be furnished by the Acquired Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall to its knowledge be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations.

(o) From the mailing of the N-14 Registration Statement (as defined in paragraph 5.6), through the time of the meeting of the Acquired Fund’s shareholders and on the Closing Date, any written information furnished by the Trust with respect to the Acquired Fund for use in the N-14 Registration Statement, the N-1A Registration Statement (as defined in paragraph 4.3) or any other materials provided in connection with the Reorganization (other than written information provided by the IMST Trust or Redwood), does not and will not, to its best knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading; provided, however, that the representations and warranties in this subparagraph shall only apply to information furnished by the Trust and the Acquired Fund and shall not apply to statements or omissions made in reliance upon and in conformity with information that was furnished by or confirmed by the Acquiring Fund or Redwood for use therein..

(p) The Trust has in effect an election to treat the Acquired Fund as a regulated investment company (“RIC”) for federal income tax purposes under Part I of Chapter 1, Subchapter M of the Code. The Acquired Fund is a fund that is treated as a corporation separate from each other series of the Trust under Section 851(g) of the Code. The Acquired Fund has no earnings and profits accumulated in any taxable year for which the provisions of Part I of Chapter 1, Subchapter M of the Code (or the corresponding provisions of prior law) did not apply to it. The Acquired Fund has qualified for treatment as a RIC for each taxable year since its formation (or since it was first treated as a separate corporation under Section 851(g) of the Code) that has ended prior to the Closing Date and, subject to the accuracy of the representations set forth in paragraph 4.2(m), expects to satisfy the requirements of Part I of Chapter 1, Subchapter M of the Code to maintain qualification for such treatment for the taxable year that includes the Closing Date. Subject to the accuracy of the representations set forth in paragraph 4.2(m), the Acquired Fund does not expect that the consummation of the transactions contemplated by this Agreement will cause it to fail to qualify for treatment as a RIC as of the Closing Date or as of the end of its taxable year that includes the Closing Date. The Acquired Fund has not at any time since its inception been liable for any income or excise tax pursuant to Sections 852 or 4982 of the Code that has not been timely paid. The Acquired Fund is in compliance in all material respects with all applicable provisions of the Code and all applicable Treasury regulations pertaining to the reporting of dividends and other distributions on and redemptions of its shares of beneficial interest and to withholding in respect of dividends and other distributions to shareholders and redemption of shares, and is not liable for any material penalties that could be imposed thereunder.

(q) On the Closing Date, the Acquired Fund’s investment operations, to the Trust’s best knowledge and based on the Adviser’s representations and warranties included in paragraph 4.5, will be in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund’s Prospectus, except as previously disclosed in writing to the Acquiring Fund.

(r) The Acquiring Fund Shares to be issued to the Acquired Fund pursuant to paragraph 1.1 will not be acquired for the purpose of making any distribution thereof other than to the Acquired Fund Shareholders as provided in paragraph 1.4.

(s) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934 (the “1934 Act”), the 1940 Act or Delaware law for the execution of this Agreement by the Trust, for itself and on behalf of the Acquired Fund, except for the effectiveness of the N-1A Registration Statement and the N-14 Registration Statement and such other consents, approvals, authorizations and filings as have been made or received, and such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the Acquired Fund’s shareholders as described in paragraph 5.2.

(t) To the Trust’s knowledge, the books and records of the Acquired Fund, including FASB ASC 740-10-25 (formerly FIN 48) workpapers and supporting statements, made available to the Acquiring Fund and/or its counsel, are substantially true and correct and contain no material misstatements or omissions with respect to the operations of the Acquired Fund.

(u) The Acquired Fund would not be subject to corporate-level taxation on the sale of any assets currently held by it as a result of the application of Section 337(d) of the Code and the Treasury regulations thereunder.

(v) The Acquired Fund has not waived or extended any applicable statute of limitations with respect to the assessment or collection of Taxes.

(w) The Acquired Fund has not received written notification from any taxing authority that asserts a position contrary to any of the representations set forth in paragraphs (j), (p), (t), (u), and (v) of this paragraph 4.1.

4.2 REPRESENTATIONS OF THE ACQUIRING FUND. The IMST Trust, on behalf of the Acquiring Fund, represents and warrants to the Trust and the Acquired Fund as follows:

(a) The Acquiring Fund is a separate series of the IMST Trust, a Delaware statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware. The IMST Trust has the power to own all of its properties and assets and to perform its obligations under this Agreement.

(b) The IMST Trust is registered as an open-end management investment company, and its registration with the SEC as an investment company under the 1940 Act is in full force and effect.

(c) The current Prospectus and Statement of Additional Information of the Acquiring Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, and to the IMST Trust’s and the Acquiring Fund’s knowledge do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading.

(d) The IMST Trust, with respect to the Acquiring Fund, is not currently engaged in, and the execution, delivery and performance of this Agreement will not result in, a violation of any material provision of the IMST Declaration of Trust or its By-Laws, or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the IMST Trust, on behalf of the Acquiring Fund, is a party or by which it is bound.

(e) To the IMST Trust’s knowledge, except as otherwise disclosed in writing to the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or threatened against the IMST Trust with respect to the Acquiring Fund or any of its properties or assets, which, if adversely determined, would materially and adversely affect its financial condition and the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The IMST Trust, on behalf of the Acquiring Fund, is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s business or its ability to consummate the transactions contemplated herein.

(f) There shall be no issued and outstanding shares of the Acquiring Fund prior to the Closing Date other than a nominal number of shares (“Initial Shares”) issued to a seed capital investor (which shall be the Adviser or an affiliate thereof) to vote on the investment advisory and sub-advisory contracts, distribution and service plan pursuant to Rule 12b-1 under the 1940 Act, and other agreements and plans as may be required by the 1940 Act and to take whatever action it may be required to take as the Acquiring Fund’s sole shareholder. The Initial Shares have been or will be redeemed by the Acquiring Fund prior to the Closing for the price for which they were issued, and any price paid for the Initial Shares shall at all times have been held by the Acquiring Fund in a non-interest bearing account.

(g) All issued and outstanding Acquiring Fund Shares will be, at the Closing Date, validly issued, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Acquiring Fund shares, and there are no outstanding securities convertible into any Acquiring Fund shares.

(h) The execution, delivery, and performance of this Agreement has been duly authorized by the IMST Trust’s Board of Trustees, and this Agreement constitutes a valid and binding obligation of the IMST Trust with respect to the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(i) The information to be furnished by the Acquiring Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall to its knowledge be accurate and complete in all material respects and shall comply in all material respects with federal securities laws and other laws and regulations.

(j) From the mailing of the N-14 Registration Statement through the time of the meeting of the Acquired Fund’s shareholders and on the Closing Date, any written information furnished by the IMST Trust with respect to the Acquiring Fund for use in the N-14 Registration Statement, the N-1A Registration Statement or any other materials provided in connection with the Reorganization (other than written information provided by the Trust), does not and will not, to its best knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not materially misleading; provided, however, that the representations and warranties in this subparagraph shall only apply to information furnished by the IMST Trust and the Acquiring Fund and shall not apply to statements or omissions made in reliance upon and in conformity with information that was furnished by or confirmed by the Acquired Fund for use therein.

(k) The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1934 Act, the 1940 Act, and any state blue sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date.

(l) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Delaware law for the execution of this Agreement by the IMST Trust, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by the IMST Trust, for itself and on behalf of the Acquiring Fund, except for the effectiveness of the N-1A Registration Statement and the N-14 Registration Statement and such other consents, approvals, authorizations and filings as have been made or received, and except for such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date.

(m) Subject to the accuracy of the representations and warranties in paragraph 4.1(p), for the taxable year that includes the Closing Date, the IMST Trust expects that the Acquiring Fund will meet the requirements of Chapter 1, Part I of Subchapter M of the Code for qualification as a RIC and will be eligible to, and will, compute its federal income tax under Section 852 of the Code. After the Closing, the Acquiring Fund will be a fund that is treated as a separate corporation under Section 851(g) of the Code.

(n) The Acquiring Fund is, and will be at the time of Closing, a newly created series without assets (other than the seed capital provided in exchange for Initial Shares) and without liabilities, created for the purpose of acquiring the assets and assuming the liabilities of the Acquired Fund, and, prior to the Closing, (i) will not commence operations or carry on any business activities (other than such activities as are customary to the organization of a new series of a registered investment company prior to its commencement of investment operations); (ii) will not have held any property, and immediately following the Reorganization, the Acquiring Fund will possess solely assets and liabilities that were possessed by the Acquired Fund immediately prior to the Reorganization and (iii) will not have prepared books of account and related records or financial statements or issued any shares, options, warrants or other rights to subscribe to Acquiring Fund shares or any other securities (other than the Initial Shares). Immediately following the liquidation of the Acquired Fund as contemplated herein, 100% of the issued and outstanding shares of beneficial interest of the Acquiring Fund will be held by the former holders of Acquired Fund Shares.

(o) The due diligence materials of the Acquiring Fund made available to the Acquired Fund, its Board of Trustees, officers, legal counsel and service providers on May 15 and June 7, 2024, in response to the due diligence request from the Trust to the IMST Trust dated April 5, 2024, are true and correct in all material respects and contain no material misstatements or omissions.

(p) No consideration other than Acquiring Fund Shares (and the Acquiring Fund’s assumption of the Assumed Liabilities) will be issued in exchange for the Acquired Assets in the Reorganization.

(q) There is no plan or intention for the Acquiring Fund to be dissolved or merged into another business or statutory trust or a corporation or any “fund” thereof (as defined in section 851(g)(2)) following the Reorganization.

(r) Immediately after the Effective Time, the Acquiring Fund will not be under the jurisdiction of a court in (i) a case under title 11 of the United States Code or (ii) a receivership, foreclosure or similar proceeding (as described in section 368(a)(3)(A)).

4.3 REPRESENTATIONS OF THE IMST TRUST. The IMST Trust represents and warrants to the Trust as follows:

(a) The IMST Trust has filed a post-effective amendment to its registration statement on Form N-1A (“N-1A Registration Statement”) for the purpose of registering the Acquiring Fund under the 1940 Act.

(b) The IMST Trust has adopted compliance policies and procedures, including policies and procedures pursuant to Rule 22e-4 and Rule 2a-5 under the 1940 Act, that are reasonably designed to prevent violation of the federal securities laws with respect to each of the Acquiring Funds.

(c) The IMST Trust’s Chief Compliance Officer has determined and represented to the IMST Trust’s Board of Trustees that the Adviser’s compliance policies and procedures pursuant to Section 206(4)-7 of the Advisers Act of 1940 and Rule 38(a)(1) of the 1940 Act, including policies and procedures pursuant to Rule 22e-4 and Rule 2a-5 under the 1940 Act, are reasonably designed to prevent violation of the federal securities laws with respect to each of the Acquiring Funds.

4.4 REPRESENTATIONS OF THE TRUST. The Trust represents and warrants to the IMST Trust that the Trust has adopted compliance policies and procedures, including policies and procedures pursuant to Rule 22e-4 and Rule 2a-5 under the 1940 Act, that are reasonably designed to prevent violation of the federal securities laws.

4.5 REPRESENTATIONS OF THE ADVISER. Redwood represents and warrants to the Trust and the Acquired Fund and to the IMST Trust and the Acquiring Fund as follows:

(a) The Adviser is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Arizona.

(b) The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Adviser, and subject to the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement with respect to the paragraphs applicable to the Adviser will constitute a valid and binding obligation of the Adviser, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors’ rights and to general equity principles.

(c) Redwood represents and warrants to each other party hereto as of the date hereof that the information supplied or to be supplied by it or its affiliates (“Management Information”) for inclusion or incorporation by reference in (i) the Form N-1A Registration Statement at the time the Form N-1A Registration Statement becomes effective under the 1933 Act or at the time of any amendment or supplement thereto, (ii) the N-14 Registration Statement at the date the N-14 Registration Statement is first mailed or made available to shareholders of the Acquired Fund, at the date of any supplement or amendment thereto, or at the time of the shareholder meeting, if applicable, in each case, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, and in the case of the Form N-14 Registration Statement in light of the circumstances in which they are made, not misleading; provided that Management Information shall not include information regarding the Funds contained in the financial statements, statutory prospectus and other public filings of the Funds, or (iii) with respect to any due diligence materials or information provided to the Funds or their Board of Trustees. Redwood agrees to confirm the continuing accuracy and completeness of this representation and warranty as of the Closing, which confirmation will be in form satisfactory to the Funds.

(d) As of the Closing Date, the Acquired Fund’s investment operations are in compliance in all material respects with the investment policies and investment restrictions set forth in the Acquired Fund’s Prospectus, except as previously disclosed in writing to the Acquired Fund and to the Acquiring Fund, and the Adviser is in compliance with all applicable Trust policies and procedures.

ARTICLE V

COVENANTS

5.1 OPERATION IN ORDINARY COURSE. Each of the Acquiring Fund and the Acquired Fund will operate their businesses only in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business may include payment of customary dividends and distributions and shareholder redemptions in the case of the Acquired Fund and redemptions of the Initial Shares in the case of the Acquiring Fund.

5.2 APPROVAL OF SHAREHOLDERS. The Trust will call a special meeting of the Acquired Fund’s shareholders to consider and act upon this Agreement and the transactions contemplated herein.

5.3 ADDITIONAL INFORMATION. The Acquired Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Acquired Fund Shares.

5.4 FURTHER ACTION. Subject to the provisions of this Agreement, the Acquiring Fund and the Acquired Fund will each take or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including any actions required to be taken after the Closing Date.

5.5 STATEMENT OF EARNINGS AND PROFITS. As promptly as practicable, but in any case within 60 days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over to the Acquiring Fund, as well as any capital loss carryovers that will be carried over to the Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Trust’s Treasurer.

5.6 PREPARATION OF N-14 REGISTRATION STATEMENT. Subject to the review and approval of the Acquired Funds, the IMST Trust will prepare and file with the SEC a registration statement on Form N-14 (the “N-14 Registration Statement”) relating to the transactions contemplated by this Agreement in compliance with the 1933 Act, the 1934 Act and the 1940 Act. The Acquired Fund will provide the Acquiring Fund with the materials and information necessary to prepare the N-14 Registration Statement.

5.7 INDEMNIFICATION.

(a) The Acquiring Fund (solely out of the Acquiring Fund’s assets and property, including any amounts paid to the Acquiring Fund pursuant to any applicable liability insurance policies or indemnification agreements) agrees to indemnify and hold harmless the Acquired Fund and the Acquired Fund’s Trustees and officers (collectively, “Acquired Fund Indemnified Persons”) from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation or to enforce the indemnification rights under this paragraph) to which the Acquired Fund or any of the Acquired Fund Indemnified Persons may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any material breach by the Acquiring Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.

(b) The Acquired Fund (solely out of the Acquired Fund’s assets and property, including any amounts paid to the Acquired Fund pursuant to any applicable liability insurance policies or indemnification agreements) agrees to indemnify and hold harmless the Acquiring Fund and the Acquiring Fund’s Trustees and officers (collectively, “Acquiring Fund Indemnified Persons”) from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation or to enforce the indemnification rights under this paragraph) to which the Acquiring Fund or any of the Acquiring Fund Indemnified Persons may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any material breach by the Acquired Fund of any of its representations, warranties, covenants or agreements set forth in this Agreement.

(c) The Adviser agrees to indemnify and hold harmless the Acquired Fund and the Acquired Fund Indemnified Persons and the Acquiring Fund and the Acquiring Fund Indemnified Persons from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Fund or any of the Acquired Fund Indemnified Persons or the Acquiring Fund or any of the Acquiring Fund Indemnified Persons may become subject, insofar as any such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on any material breach by the Adviser of any of its representations, warranties, covenants or agreements set forth in this Agreement.

(d) The IMST Trust, on behalf of each of the Acquiring Funds, and the Adviser, agree that all rights to indemnification and all limitations of liability existing in favor of each Acquired Fund’s current and former trustees and officers, acting in their capacities as such, under the Trust Declaration of Trust and By-Laws or any related agreement as in effect as of the date of this Agreement shall survive the Reorganization as obligations of each Acquiring Fund and shall continue in full force and effect, without any amendment thereto, and shall constitute rights that may be asserted against each Acquiring Fund, its successors or assigns.

(e) The IMST Trust, on behalf of each of the Acquiring Funds, and the Adviser, agree, jointly and severally, to indemnify and hold harmless the Acquired Fund and the Acquired Fund Indemnified Persons from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation or to enforce the indemnification rights under this paragraph) to which the Acquired Fund or any of the Acquired Fund Indemnified Persons may become subject, arising out of or based on any formal or informal examination or investigation or other legal proceeding brought by or on behalf of any regulatory or governmental body or agency, quasi-governmental body or agency or securities exchange or market or any other legal proceeding brought by any other party, including any derivative actions, relating to pre-Reorganization activities of the Acquired Funds, including without limitation any such losses, claims, damages, liabilities or expenses that are not covered and paid by insurance, or if so covered, any insurance retention or deductible resulting therefrom. The Acquiring Fund and the Adviser shall not be liable under this Agreement to make any payment of amounts otherwise reimbursable as expenses hereunder if and to the extent that the Acquired Fund or the Acquired Fund Indemnified Person has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

5.8 TAX RETURNS. The Trust covenants that by the time of the Closing, all of the Acquired Fund’s federal and other Tax returns and reports required by law to have been filed on or before the Closing Date (taking extensions into account) shall have been filed and all federal and other Taxes (if any) shown as due on said returns shall have either been paid or, if not yet due, adequate liability reserves shall have been provided for the payment of such Taxes.

5.9 CLOSING DOCUMENTS. At the Closing, the Trust will provide the IMST Trust with the following:

(a) A certificate, signed by the President and the Treasurer or Assistant Treasurer of the Trust on behalf of the Acquired Fund, stating the Acquired Fund’s known assets and liabilities, together with information concerning the tax basis and holding period of the Acquired Fund in all securities or investments transferred to the Acquiring Fund.

(b) A copy of any Tax books and records of the Acquired Fund necessary for purposes of preparing any Tax returns, schedules, forms, statements or related documents (including but not limited to any income, excise or information returns, as well as any transfer statements (as described in Treasury regulation Section 1.6045A-1)) required by law to be filed by the Acquiring Fund after the Closing.

(c) A copy (which may be in electronic form) of the shareholder ledger accounts of the Acquired Fund, including, without limitation, the name, address and taxpayer identification number of each shareholder of record; the number of shares of beneficial interest held by each shareholder; the dividend reinvestment elections applicable to each shareholder; the backup withholding certifications (e.g., IRS Form W-9) or foreign person certifications (e.g., IRS Form W-8BEN, W-8BEN-E, W-8ECI, or W-8IMY), notices or records on file with the Acquired Fund with respect to each shareholder; and such information as the IMST Trust may reasonably request concerning Acquired Fund Shares or Acquired Fund Shareholders in connection with the Acquiring Fund’s cost basis reporting and related obligations under Sections 1012, 6045, 6045A, and 6045B of the Code and related Treasury regulations following the Closing for all of the Acquired Fund Shareholders (the “Acquired Fund Shareholder Documentation”), certified by the Trust’s transfer agent or its President or its Vice President to the best of their knowledge and belief.

(d) All FASB ASC 740-10-25 (formerly, FIN 48) work papers and supporting statements pertaining to the Acquired Fund.

5.10 TAX TREATMENT. The Acquiring Fund and the Acquired Fund intend that the Reorganization will qualify as a reorganization described in Section 368(a)(1) of the Code. Neither the Acquiring Fund nor the Acquired Fund shall take any action or cause any action to be taken (including, without limitation the filing of any Tax return) that is inconsistent with such treatment or results in the failure of the Reorganization to qualify as a reorganization described in Section 368(a)(1) of the Code.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by the Acquiring Fund pursuant to this Agreement on or before the Closing Date, and, in addition, subject to the following conditions: