N-CSR 1 fp0085982-1_ncsr.htm

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-21719

 

INVESTMENT MANAGERS SERIES TRUST
(Exact name of registrant as specified in charter)

 

235 W. Galena Street

Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)

 

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, CA 91740
(Name and address of agent for service)

 

(626) 385-5777

Registrant’s telephone number, including area code

 

Date of fiscal year end: October 31

 

Date of reporting period: October 31, 2023

 

 

Item 1. Report to Stockholders.

 

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

 

 

 

 

Genter Dividend Income Fund

Ticker Symbol: (GDIIX)

 

ANNUAL REPORT

October 31, 2023

 

 

Genter Dividend Income Fund

A series of Investment Managers Series Trust

 

Table of Contents

 

Shareholder Letter 1
Fund Performance 4
Schedule of Investments 5
Statement of Assets and Liabilities 8
Statement of Operations 9
Statements of Changes in Net Assets 10
Financial Highlights 11
Notes to Financial Statements 12
Report of Independent Registered Public Accounting Firm 19
Supplemental Information 20
Expense Example 24

 

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

 

 

 

 

Genter Dividend Income Fund

 

October 31, 2023

 

Dear Shareholders,

 

We hope everyone reading this letter is doing well and we thank you for your trust in managing the fund.

 

During the fiscal year ending October 31, 2023, the Genter Dividend Income Fund returned -3.41%. Over the same period, the fund’s primary benchmark, the S&P 500 Value Index1 returned 7.69% and the secondary benchmark, the MSCI US Investable Market High Dividend Yield Index2, returned -2.88%.

 

The stock market tends to ignore grim tidings until hit over the head. If anything, this is truer today than ever. After decades of the Federal Reserve riding to the rescue, and after years of extreme monetary accommodation, the market seems immune to grim tidings. In this high-inflation environment, though, the same Federal Reserve has consistently expressed its willingness to inflict pain. The Fed’s paramount concern is putting inflation back into its box, and though inflation is bending in the right direction, it remains persistently above the Fed’s 2% target.

 

It can be disconcerting when the market ignores higher interest rates, persistent inflation, and labor tightness. It is a disconnect from economic fundamentals. And there are other challenges as well. Geopolitical hurdles mount, with tensions in the Middle East boiling over into full-fledged warfare and no end in sight in the Russia-Ukraine war. China is sputtering. Europe is a mess. Here at home, the table is set for some degree of capitulation, where households and businesses are unable to refinance their debt. We do not know the exact degree, of course, but the “wall of worry” is high for the domestic economy and those risks ought to be reflected in market valuations.

 

The labor market has been a significant driver of above-trend GDP growth, as the post-COVID reopening spurred demand for workers, particularly in the service sector. The tight labor market has propelled wages and salaries, which, in turn, has helped fuel consumer spending—nearly 70% of GDP. However, there are indications that the labor market is cooling. A cooling labor market, combined with the anticipated resumption of student debt repayment, is likely to dent consumer support for this economy.

 

Similarly, the doubling of 30-year mortgage rates and the substantial increase in both auto loans and credit card debt point to growing financial strain for families. Existing home sales and housing starts have shown a decline, hinting at the growing unease among consumers toward assuming additional debt.

 

What will the Fed do in this environment? Our base case is that they will seek to keep financial conditions meaningfully tight while inflation remains above their 2% target. It is a point of doctrine at the Fed that the Great Inflation of the late-1970s grew out of a Fed policy mistake in the mid-1970s. According to this narrative, the Fed cut prematurely in response to the 1974 recession. The Fed does not intend to repeat that mistake. At the same time, the sell-off in bonds and the rising restrictiveness of real interest rates makes it easier for the Fed to stand back and allow the data to evolve.

 

Over the past year the fund’s strongest returns were in the Technology and Communication Services sectors. The economy stayed resilient while inflation moderated from the highs seen in 2022. As inflation fell, prices for higher growth industries within Technology and Communication Services expanded. Additionally, the Artificial Intelligence (AI) tailwind benefited our largest holding in Technology as the company is a direct beneficiary of increased AI spending.

 

The largest detractors to performance were the fund’s returns in Healthcare and Consumer Staples. These two defensive sectors are more interest rate sensitive. Over the past 12 months Fed Fund rates increased 2.25 % and since the Fed started raising are up 5.25%. Rising interest rates put extra pressure on higher dividend yielding sectors as investors have the option to trade into lower risk, fixed income strategies with similar income generation. Healthcare, as a sector, is coming off the prior years expanded Covid spending which has hurt near term growth while at the same time companies are facing a challenging drug pricing environment.

1

 

 

 

During the year we increased the strategy’s weighting in Industrials and more recently increased the Energy weighting. The strategy’s largest sector underweight coming into the year was Industrials. Our increased industrial weighting reflects our increased conviction on later-cycle end markets such as Industrial Automation, Oil & Gas, Chemical, and Refining. Towards the end of the year oil prices fell, giving us an opportunity to slightly increase our Energy sector overweight as we continue to see a supply/demand imbalance within oil markets.

 

We also lowered the Communication Services and Financials sector weightings. We expect the economy to soften over the next 12 months as higher interest rates take hold. We exited our pure play advertising company as we anticipate slower advertising spending as the economy weakens. Within Financials we reconfigured our holdings and slightly trimmed the overall weighting. We attempted to lower the sector’s risk factors by selling what we view as lower quality franchises or businesses with excess credit risk and weaker balance sheets.

 

Although we continue to urge caution in the near-term, we are optimistic about the longer-term outlook for the U.S. economy. We think investors should be prepared to weather a storm or two over the next 12-18 months until some of the risks have been put to bed. We think it is sensible to remain cautious until stock market valuations reconnect with the higher rates and normal equity risk premiums. We counsel focusing incremental investments into areas of the market which have lower (absolute and relative) PEs and high free cash generation. We would also avoid businesses which are more highly leveraged and face strong headwinds from refinancing costs. We expect multiple factors to keep upward pressure on long-term rates, which in turn should put upward pressure on equity risk premiums, particularly in the most richly valued corners of the market. 

 

    David Pescherine, CFA
   
  David Klatt, CFA
   
    Genter Dividend Income Fund Portfolio Managers

  

1The S&P 500 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those S&P 500 companies with lower price-to-book ratios and lower expected growth values. An investor cannot invest directly in an index.

 

2The MSCI US Investable Market High Dividend Yield Index serves as a performance benchmark for investors focusing on dividend yield and to help investors obtain and manage exposure to the high dividend yielding segments of the US Investable Market Index. An investor cannot invest directly in an index.

2

 

 

 

The views in this letter were as of October 31, 2023 and may not necessarily reflect the same views on the date this letter is first published or any time thereafter. These views are intended to help shareholders in understanding the fund’s investment methodology and do not constitute investment advice.

 

The Fund may invest in foreign securities which will involve political, economic and currency risks, greater volatility, and differences in accounting methods. These risks are heightened by investments in emerging markets. From time to time, the Fund may invest a significant amount of its total assets in certain sectors, which may be subject to specific risks. These risks include governmental regulation of the sector and governmental monetary and fiscal policies which impact interest rates and currencies and affect corporate funding and international trade. Certain sectors may be more vulnerable than others to these factors. In addition, market sentiment and expectations toward a particular sector could affect a company’s market valuations and access to equity funding. 

3

 

Genter Dividend Income Fund 

FUND PERFORMANCE at October 31, 2023 (Unaudited)

 

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund, with a similar investment in the S&P 500 Value Index and MSCI US Investable Market High Dividend Yield Index during the periods shown. Results include the reinvestment of all dividends and capital gains.

 

The S&P 500 Value Index is a performance benchmark that reflects the market sectors in which the Fund primarily invests. The MSCI US Investable Market High Dividend Yield Index is a performance benchmark reflecting returns of companies with high dividend yields similar to those companies held by the Fund. These indices do not reflect expenses, fees or sales charge, which would lower performance. The indices are unmanaged and it is not possible to invest in an index.

 

Average Annual Total Returns as of October 31, 2023

1 Year

5 Years

10 Years

Genter Dividend Income Fund -3.41% 6.55%   7.04%
S&P 500 Value Index  7.69% 9.23%   8.98%
MSCI US Investable Market High Dividend Yield Index -2.88% 6.02%   8.22%

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance may be obtained by calling (877) 5GENTER.

 

Gross and net expense ratios for the Fund were 1.84% and 1.25%, respectively, which were the amounts stated in the current prospectus dated March 1, 2023. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.25% of the average daily net assets of the Fund. This agreement is in effect until February 28, 2026, and it may be terminated before that date only by the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.

 

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and the performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Shares redeemed within 30 days of purchase will be charged 2.00% redemption fee.

4

 

Genter Dividend Income Fund
SCHEDULE OF INVESTMENTS
As of October 31, 2023

 

 

Number of Shares      Value 
     COMMON STOCKS — 78.3%     
     BASIC MATERIALS — 1.4%     
 8,300   Dow, Inc.  $401,222 
     COMMUNICATIONS — 10.0%     
 21,600   Cisco Systems, Inc.   1,126,008 
 28,700   Comcast Corp. - Class A   1,185,023 
 22,600   Corning, Inc.   604,776 
         2,915,807 
     CONSUMER, CYCLICAL — 2.5%     
 2,550   Home Depot, Inc.   725,959 
     CONSUMER, NON-CYCLICAL — 21.6%     
 7,700   AbbVie, Inc.   1,087,086 
 23,985   Altria Group, Inc.   963,478 
 18,970   Bristol-Myers Squibb Co.   977,524 
 11,600   CVS Health Corp.   800,516 
 15,900   Gilead Sciences, Inc.   1,248,786 
 6,839   Johnson & Johnson   1,014,497 
 9,325   Kenvue, Inc.   173,445 
         6,265,332 
     ENERGY — 8.0%     
 7,505   Chevron Corp.   1,093,704 
 9,000   Enbridge, Inc.1   288,360 
 8,250   Phillips 66   941,077 
         2,323,141 
     FINANCIAL — 12.8%     
 735   BlackRock, Inc.   450,026 
 6,400   Capital One Financial Corp.   648,256 
 8,250   JPMorgan Chase & Co.   1,147,245 
 7,800   M&T Bank Corp.   879,450 
 3,500   Travelers Cos., Inc.   586,040 
         3,711,017 
     INDUSTRIAL — 10.6%     
 9,300   CRH PLC1   498,201 
 11,900   Emerson Electric Co.   1,058,743 
 2,230   Lockheed Martin Corp.   1,013,847 
 3,700   United Parcel Service, Inc. - Class B   522,625 
         3,093,416 
     TECHNOLOGY — 8.3%     
 1,350   Broadcom, Inc.   1,135,849 
 8,840   International Business Machines Corp.   1,278,618 
         2,414,467 

5

 

Genter Dividend Income Fund
SCHEDULE OF INVESTMENTS - Continued
As of October 31, 2023

 

 

Number of Shares      Value 
     COMMON STOCKS (Continued)     
     UTILITIES — 3.1%     
 12,990   Sempra  $909,690 
     TOTAL COMMON STOCKS     
     (Cost $17,682,873)   22,760,051 
     EXCHANGE-TRADED FUNDS — 16.5%     
 25,000   Consumer Staples Select Sector SPDR Fund - ETF   1,696,500 
 6,700   Energy Select Sector SPDR Fund - Class USD INC - ETF   570,773 
 8,000   iShares Russell 1000 Value ETF - Class USD INC - ETF   1,171,360 
 18,200   iShares U.S. Utilities ETF - Class U.S.D INC - ETF   1,356,810 
     TOTAL EXCHANGE-TRADED FUNDS     
     (Cost $4,869,005)   4,795,443 
           
     SHORT-TERM INVESTMENTS — 5.0%     
 1,441,392   FIDELITY TREASURY PORT I /, 5.161%2   1,441,392 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $1,441,392)   1,441,392 
           
     TOTAL INVESTMENTS — 99.8%     
     (Cost $23,993,270)   28,996,886 
     Other Assets in Excess of Liabilities — 0.2%   47,997 
     TOTAL NET ASSETS — 100.0%  $29,044,883 

 

ETF — Exchange-Traded Fund
PLC — Public Limited Company

 

1Foreign security denominated in U.S. Dollars.
2The rate is the annualized seven-day yield at period end.

 

See Accompanying Notes to Financial Statements.

6

 

Genter Dividend Income Fund
SUMMARY OF INVESTMENTS
As of October 31, 2023

 

 

Security Type/Sector  Percent of Total
Net Assets
 
Common Stocks     
Consumer, Non-cyclical   21.6%
Financial   12.8%
Industrial   10.6%
Communications   10.0%
Technology   8.3%
Energy   8.0%
Utilities   3.1%
Consumer, Cyclical   2.5%
Basic Materials   1.4%
Total Common Stocks   78.3%
Exchange-Traded Funds   16.5%
Short-Term Investments   5.0%
Total Investments   99.8%
Other Assets in Excess of Liabilities   0.2%
Total Net Assets   100.0%

 

See Accompanying Notes to Financial Statements.

7

 

Genter Dividend Income Fund

STATEMENT OF ASSETS AND LIABILITIES
As of October 31, 2023

 

 

Assets:    
Investments, at value (cost $23,993,270)  $28,996,886 
Receivables:     
Fund shares sold   40,000 
Dividends and interest   57,475 
Prepaid expenses   17,624 
Total Assets   29,111,985 
      
Liabilities:     
Payables:     
Advisory fees   5,764 
Distribution fees (Note 7)   6,273 
Fund accounting and administration fees   10,259 
Transfer agent fees and expenses   5,664 
Custody fees   2,693 
Auditing fees   17,896 
Trustees’ deferred compensation (Note 3)   10,149 
Chief Compliance Officer fees   2,887 
Trustees’ fees and expenses   1,428 
Accrued other expenses   4,089 
Total Liabilities   67,102 
Commitments and contingencies (Note 3)     
Net Assets  $29,044,883 
      
Components of Net Assets:     
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)  $23,934,535 
Total distributable earnings (accumulated deficit)   5,110,348 
Net Assets  $29,044,883 
      
Shares of beneficial interest issued and outstanding   1,646,192 
Net asset value per share   $17.64 

 

See Accompanying Notes to Financial Statements.

8

 

Genter Dividend Income Fund

STATEMENT OF OPERATIONS

For the Year Ended October 31, 2023

 

 

Investment income:    
Dividends (net of foreign withholdings taxes of $10,070)  $1,081,536 
Interest   34,378 
Total investment income   1,115,914 
      
Expenses:     
Advisory fees   274,945 
Distribution fees (Note 7)   76,374 
Fund accounting and administration fees   66,858 
Transfer agent fees and expenses   23,157 
Custody fees   9,971 
Registration fees   26,869 
Legal fees   19,954 
Auditing fees   17,899 
Shareholder reporting fees   17,147 
Chief Compliance Officer fees   15,692 
Trustees’ fees and expenses   9,143 
Miscellaneous   5,138 
Insurance fees   4,026 
Total expenses   567,173 
Advisory fees waived   (154,755)
Advisory fees waived voluntary waiver   (30,549)
Net expenses   381,869 
Net investment income (loss)   734,045 
      
Realized and Unrealized Gain (Loss):     
Net realized gain (loss) on investments   78,940 
Net change in unrealized appreciation/depreciation on investments   (1,817,153)
Net realized and unrealized gain (loss)   (1,738,213)
      
Net Increase (Decrease) in Net Assets from Operations  $(1,004,168)

 

See Accompanying Notes to Financial Statements.

9

 

Genter Dividend Income Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

 

   For the
Year Ended
October 31, 2023
   For the
Year Ended
October 31, 2022
 
Increase (Decrease) in Net Assets from:          
Operations:          
Net investment income (loss)  $734,045   $636,265 
Net realized gain (loss) on investments   78,940    882,163 
Net change in unrealized appreciation/depreciation on investments   (1,817,153)   (1,393,648)
Net increase (decrease) in net assets resulting from operations   (1,004,168)   124,780 
           
Distributions to Shareholders:          
From distributable earnings   (1,655,117)   (1,198,898)
Total distributions to shareholders   (1,655,117)   (1,198,898)
           
Capital Transactions:          
Net proceeds from shares sold   6,133,324    8,234,488 
Reinvestment of distributions   1,390,128    997,419 
Cost of shares redeemed1   (6,173,503)   (5,361,772)
Net increase in net assets from capital transactions   1,349,949    3,870,135 
           
Total increase (decrease) in net assets   (1,309,336)   2,796,017 
           
Net Assets:          
Beginning of period   30,354,219    27,558,202 
End of period  $29,044,883   $30,354,219 
           
Capital Share Transactions:          
Shares sold   324,742    421,462 
Shares reinvested   73,991    50,872 
Shares redeemed   (325,906)   (273,230)
Net increase (decrease) in capital share transactions   72,827    199,104 

 

1Net of redemption fee proceeds of $0 and $316, respectively.

 

See Accompanying Notes to Financial Statements.

10

 

Genter Dividend Income Fund
FINANCIAL HIGHLIGHTS

 

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   2023   2022   2021   2020   2019 
Net asset value, beginning of period  $19.29   $20.05   $14.55   $17.46   $17.83 
Income from Investment Operations:                         
Net investment income (loss)1   0.45    0.43    0.38    0.39    0.40 
Net realized and unrealized gain (loss)   (1.06)   (0.35)   5.49    (1.89)   1.25 
Total from investment operations   (0.61)   0.08    5.87    (1.50)   1.65 
                          
Less Distributions:                         
From net investment income   (0.48)   (0.41)   (0.37)   (0.40)   (0.38)
From net realized gain   (0.56)   (0.43)   -    (1.01)   (1.64)
Total distributions   (1.04)   (0.84)   (0.37)   (1.41)   (2.02)
                          
Redemption fee proceeds1   -    -   -    -2   - 
Net asset value, end of period  $17.64   $19.29   $20.05   $14.55   $17.46 
                          
Total return3   (3.41)%   0.36%   40.72%   (9.55)%   11.30%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $29,045   $30,354   $27,558   $18,394   $18,445 
                          
Ratio of expenses to average net assets:                         
Before fees waived and expenses absorbed   1.86%   1.84%   1.93%   2.17%   2.23%
After fees waived and expenses absorbed   1.25%   1.25%   1.25%   1.25%   1.25%
Ratio of net investment income to average net assets:                         
Before fees waived and expenses absorbed   1.80%   1.61%   1.36%   1.59%   1.46%
After fees waived and expenses absorbed   2.41%   2.20%   2.04%   2.51%   2.44%
                          
Portfolio turnover rate   49%   43%   25%   55%   36%

 

1Based on average shares outstanding.

2Amount represents less than $0.01 per share.

3Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 

See Accompanying Notes to Financial Statements.

11

 

Genter Dividend Income Fund

NOTES TO FINANCIAL STATEMENTS

October 31, 2023

 

 

Note 1 – Organization

Genter Dividend Income Fund (the ’‘Fund’’) was organized as a diversified series of Investment Managers Series Trust, a Delaware statutory trust (the “Trust”) which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). Prior to May 16, 2022, the Fund was known as RNC Genter Dividend Income Fund. The Fund’s primary investment objective is to provide long-term capital appreciation and current income. The Fund commenced investment operations on December 31, 2008.

 

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

 

Note 2 – Accounting Policies

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

 

(a) Valuation of Investments

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

 

(b) Investment Transactions, Investment Income and Expenses

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

12

 

Genter Dividend Income Fund

NOTES TO FINANCIAL STATEMENTS – Continued

October 31, 2023

 

 

(c) Federal Income Taxes

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

 

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

 

The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund’s current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the open years ended October 31, 2019-2022 and as of and during the year ended October 31, 2023, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

(d) Distributions to Shareholders

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

 

The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement and tax purposes.

 

(e) Illiquid Securities.

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

13

 

Genter Dividend Income Fund

NOTES TO FINANCIAL STATEMENTS – Continued

October 31, 2023

 

 

Note 3 – Investment Advisory and Other Agreements

The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the “Agreement”) with RNC Capital Management LLC, a California limited liability company doing business as Genter Capital Management LLC (formerly, RNC Genter Capital Management LLC) (the “Advisor”). Under the terms of the Agreement, the Fund pays a monthly investment advisory fee to the Advisor at the annual rate of 0.90% of the Fund’s average daily net assets. The Advisor has voluntarily agreed to reduce its management fee from 0.90% to 0.80% of the Fund’s average daily assets until further notice. The Advisor may terminate this voluntary waiver at any time. The Advisor will not seek recoupment of any advisory fees it waives pursuant to this voluntary waiver. The Advisor has contractually agreed to waive its fees and/or pay for operating expenses to ensure that total annual operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses, as determined in accordance with Form N-1A, expenses incurred in connection with any merger or reorganization, and acquisition or extraordinary expenses such as litigation expenses) do not exceed 1.25% of the Fund’s average daily net assets. This agreement is in effect until February 28, 2026, and it may be terminated before that date only by the Trust’s Board of Trustees.

 

For the year ended October 31, 2023, the Advisor waived advisory fees of $185,305 ($30,549 were voluntarily waived). The Advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three full fiscal years after the date of the waiver or payment.  This reimbursement may be requested from the Fund if the reimbursement will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation amount in effect at the time such fees were waived or payments made, or (b) the expense limitation amount in effect at the time of the reimbursement. The Advisor will not seek recoupment of any advisory fees it waives pursuant to the voluntary advisory fees waiver discussed above. The potential recoverable amount is noted as “Commitments and contingencies” as reported on the Statement of Assets and Liabilities. At October 31, 2023, the amount of these potentially recoverable expenses was $447,147. The Advisor may recapture all or a portion of this amount no later than October 31, of the years stated below:

 

2024   149,428 
2025   142,963 
2026   154,756 
Total  $447,147 

 

UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Fund’s other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian. The Fund’s allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the year ended October 31, 2023 are reported on the Statement of Operations.

 

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

 

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

14

 

Genter Dividend Income Fund

NOTES TO FINANCIAL STATEMENTS – Continued

October 31, 2023

 

 

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

 

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

 

Note 4 – Federal Income Taxes

At October 31, 2023, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows:

 

Cost of investments  $24,010,379 
      
Gross unrealized appreciation  $5,424,377 
Gross unrealized depreciation   (437,870)
Net unrealized appreciation  $4,986,507 

 

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

 

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

 

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

 

Undistributed ordinary income
  $55,108 
Undistributed long-term capital gains   78,882 
Accumulated earnings   133,990 
      
Accumulated capital and other losses   - 
Unrealized appreciation on investments   4,986,507 
Unrealized deferred compensation   (10,149)
Total accumulated earnings  $5,110,348 

15

 

Genter Dividend Income Fund

NOTES TO FINANCIAL STATEMENTS – Continued

October 31, 2023

 

 

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

 

Distribution paid from:  2023   2022 
Ordinary income  $772,906   $660,837 
Net long-term capital gains   882,211    538,061 
Total taxable distributions  $1,655,117   $1,198,898 

 

Note 5 – Redemption Fee

The Fund may impose a redemption fee of 2.00% of the total redemption amount on all shares redeemed within 30 days of purchase. For the year ended October 31, 2023 and the year ended October 31, 2022, the Fund received $0 and $316, respectively, in redemption fees.

 

Note 6 – Investment Transactions

For the year ended October 31, 2023, purchases and sales of investments, excluding short-term investments, were $14,718,294 and $14,706,113, respectively.

 

Note 7 – Distribution Plan

The Trust, on behalf of the Fund, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act that allows the Fund to pay distribution fees for the sale and distribution of its shares.  The Plan provides for the payment of distribution fees at the annual rate of up to 0.25% of average daily net assets, payable to IMST Distributors, LLC.

 

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

 

Note 8 – Indemnifications

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

 

Note 9 – Fair Value Measurements and Disclosure

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

 

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

 

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

 

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

16

 

Genter Dividend Income Fund

NOTES TO FINANCIAL STATEMENTS – Continued

October 31, 2023

 

 

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

 

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

 

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

 

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

 

   Level 1   Level 2**   Level 3**   Total 
Investments                    
     Common Stocks*  $22,760,051   $-   $-   $22,760,051 
     Exchanged Traded Funds   4,795,443    -    -    4,795,443 
     Short-Term Investments   1,441,392    -    -    1,441,392 
Total Investments  $28,996,886   $-   $-   $28,996,886 

 

*All common stocks and exchanged traded funds held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major industry classification, please refer to the Schedule of Investments.
**The Fund did not hold any Level 2 or 3 securities at period end.

 

Note 10 – Market Disruption and Geopolitical Risks

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

17

 

Genter Dividend Income Fund

NOTES TO FINANCIAL STATEMENTS – Continued

October 31, 2023

 

 

Note 11 – New Accounting Pronouncement

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

 

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

 

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

 

Note 12 – Events Subsequent to the Fiscal Period End

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

 

The Fund declared the payment of a distribution paid on December 18, 2023, to shareholders of record on December 15, 2023 as follows:

 

Long Term Capital Gain Short Term Capital Gain Income
$0.04870 $- $0.03488

 

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

18

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of

Investment Managers Series Trust

and the Shareholders of the Genter Dividend Income Fund

 

Opinion on the Financial Statements

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

 

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2007.

 

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

 

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

 

 
  TAIT, WELLER & BAKER LLP

  

Philadelphia, Pennsylvania

December 29, 2023

19

 

Genter Dividend Income Fund

SUPPLEMENTAL INFORMATION (Unaudited)

 

 

Long-Term Capital Gain Designation

For the year ended October 31, 2023, the Fund designates $882,211 as a 20% rate gain distribution for purposes of dividends paid deduction.

 

Qualified Dividend Income

For the year ended October 31, 2023, 100% of the dividends paid from net investment income, including short-term capital gains (if any), for the Fund, is designated as qualified dividend income.

 

Corporate Dividends Received Deduction

For the year ended October 31, 2023, 100% of the dividends paid from net investment income, including short-term capital gains (if any), for the Fund, qualifies for the dividends received deduction available to corporate shareholders.

 

Trustees and Officers Information

Additional information about the Trustees is included in the Fund’s Statement of Additional Information which is available, without charge, upon request by calling (877) 5GENTER. The Trustees and officers of the Fund and their principal occupations during the past five years are as follows:

 

Name, Address, Year of Birth and Position(s) held with Trust

Term of Officec and Length of Time Served

Principal Occupation During the Past Five Years and Other Affiliations

Number of Portfolios in the Fund Complex

Overseen by
Trusteed

Other Directorships Held by Trusteee
“Independent” Trustees:      

Charles H. Miller a

(born 1947)

Trustee

Since November  2007

Retired (2013 – present); Executive Vice President, Client Management and Development, Access Data, a Broadridge company, a provider of technology and services to asset management firms (1997 – 2012).

1 None.

Ashley Toomey Rabun a
(born 1952)

Trustee and Chairperson of the Board

Since November 2007 Retired (2016 – present); President and Founder, InvestorReach, Inc., a financial services consulting firm (1996 – 2015). 1

Select Sector SPDR Trust, a registered investment company (includes 11 portfolios).

William H. Young a
(born 1950)

Trustee

Since November  2007

Retired (2014 – present); Independent financial services consultant (1996 – 2014); Interim CEO, Unified Fund Services Inc. (now Huntington Fund Services), a mutual fund service provider (2003 – 2006); Senior Vice President, Oppenheimer Management Company (1983 – 1996); Chairman, NICSA, an investment management trade association (1993 – 1996).

1 None.

20

 

Genter Dividend Income Fund

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Name, Address, Year of Birth and Position(s) held with Trust

Term of Officec and Length of Time Served

Principal Occupation During the Past Five Years and Other Affiliations

Number of Portfolios in the Fund Complex

Overseen by
Trusteed

Other Directorships Held by Trusteee
“Independent” Trustees:      

James E. Ross a

(born 1965)

Trustee

Since December 2022 Non-Executive Chairman and Director, Fusion Acquisition Corp. II, a special purpose acquisition company (March 2021 – present); Non-Executive Chairman and Director, Fusion Acquisition Corp., a special purpose acquisition company (June 2020 – September 2021); Executive Vice President, State Street Global Advisors, a global asset management firm (2012 – March 2020); Chairman and Director, SSGA Funds Management, Inc., a registered investment advisor (2005 – March 2020); Chief Executive Officer, Manager and Director, SSGA Funds Distributor, LLC, a broker-dealer (2017 – March 2020). 1 SPDR Index Shares Funds, a registered investment company (includes 26 portfolios); SPDR Series Trust, a registered investment company (includes 125  portfolios); Select Sector SPDR Trust, a registered investment company (includes 11 portfolios); SSGA Active Trust, a registered investment company (includes 14 portfolios); Fusion Acquisition Corp II.
Interested Trustee:      

Maureen Quill a*

(born 1963)

Trustee and President

Since June 2019

President, Investment Managers Series Trust (June 2014 – present); EVP/Executive Director Registered Funds (January 2018 – present), Chief Operating Officer (June 2014 – January 2018), and Executive Vice President (January 2007 – June 2014), UMB Fund Services, Inc.; President, UMB Distribution Services (March 2013 – December 2020); Vice President, Investment Managers Series Trust (December 2013 – June 2014).

1 FPA Funds Trust (includes 2 portfolios), Bragg Capital Trust (includes 2 portfolios), FPA New Income, Inc. and FPA U.S. Core Equity Fund, Inc., each a registered investment company; Source Capital, Inc., a closed-end investment company.

21

 

Genter Dividend Income Fund

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Name, Address, Year of Birth and Position(s) held with Trust

Term of Officec and Length of Time Served

Principal Occupation During the Past Five Years and Other Affiliations

Number of Portfolios in the Fund Complex

Overseen by
Trusteed

Other Directorships Held by Trusteee
Officers of the Trust:    

Rita Dam b

(born 1966)

Treasurer and Assistant Secretary

Since December 2007

Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022).

N/A N/A

Joy Ausili b

(born 1966)

Vice President, Assistant Secretary and Assistant Treasurer

Since March 2016

Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022); Secretary and Assistant Treasurer, Investment Managers Series Trust (December 2007 – March 2016).

N/A N/A

Diane Drake b

(born 1967)

Secretary

Since March 2016

Senior Counsel, Mutual Fund Administration, LLC (October 2015 – present); Chief Compliance Officer, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2019).

N/A N/A

Martin Dziura b

(born 1959)

Chief Compliance Officer

Since June 2014

Principal, Dziura Compliance Consulting, LLC (October 2014 – present); Managing Director, Cipperman Compliance Services (2010 – September 2014); Chief Compliance Officer, Hanlon Investment Management (2009 – 2010); and Vice President − Compliance, Morgan Stanley Investment Management (2000 − 2009).

N/A N/A

22

 

Genter Dividend Income Fund

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

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

bAddress for Ms. Ausili, Ms. Dam and Ms. Drake: 2220 E. Route 66, Suite 226, Glendora, California 91740.

Address for Mr. Dziura: 309 Woodridge Lane, Media, Pennsylvania 19063.

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

dThe Trust is comprised of 44 series managed by unaffiliated investment advisors. Each Trustee serves as Trustee of each series of the Trust. The term “Fund Complex” applies only to the series managed by the same investment advisor. : The Fund does not hold itself out as related to any other series within the Trust, for purposes of investment and investor services, nor does it share the same investment advisor with any other series

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

*Ms. Quill is an “interested person” of the Trust by virtue of her position with UMB Fund Services, Inc.

23

 

Genter Dividend Income Fund

EXPENSE EXAMPLE

For the Year Ended October 31, 2023

 

 

Expense Examples

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees; and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

 

These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from May 1, 2023 to October 31, 2023.

 

Actual Expenses

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

 

Hypothetical Example for Comparison Purposes

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

 

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

 

Dividend Income Fund   Beginning Account
Value
Ending Account
Value
Expenses Paid
During Period*
      10/31/23 10/31/23
Class Composite Actual Performance 1,000 955.10 6.16
  Hypothetical (5% annual
return before expenses)
1,000 1,018.90 6.36

24

 

Genter Dividend Income Fund

A series of Investment Managers Series Trust

 

Investment Advisor

Genter Capital Management LLC

11601 Wilshire Boulevard

Twenty-fifth Floor

Los Angeles, California 90025

 

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

Two Liberty Place

50 South 16th Street, Suite 2900

Philadelphia, Pennsylvania 19102

 

Custodian

UMB Bank, n.a.

928 Grand Boulevard, 5th Floor

Kansas City, Missouri 64106

 

Fund Co-Administrator

Mutual Fund Administration, LLC

2220 East Route 66, Suite 226

Glendora, California 91740

 

Fund Co-Administrator, Transfer Agent and Fund Accountant

UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, Wisconsin 53212

 

Distributor

IMST Distributors, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

www.acaglobal.com

 

 

FUND INFORMATION

 

 

  TICKER CUSIP
Genter Dividend Income Fund GDIIX 461 418 865

 

Privacy Principles of the Genter Dividend Income Fund for Shareholders

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

 

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

 

 

 

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

 

Proxy Voting Policies and Procedures

A description of the Fund’s proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at (877) 5GENTER or on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

 

Proxy Voting Record

Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling (877) 5GENTER or by accessing the Fund’s Form N-PX on the SEC’s website at www.sec.gov.

 

Fund Portfolio Holdings

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

 

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

 

Householding

The Fund will mail only one copy of shareholder documents, including prospectuses, and notice annual and semi-annual reports availability and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Fund at (877) 5GENTER.

 

Genter Dividend Income Fund

P.O. Box 2175

Milwaukee, WI 53201

Toll Free: (877) 5GENTER

 

 

Item 2. Code of Ethics.

 

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

 

The registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant at 1-877-5GENTER.

 

Item 3. Audit Committee Financial Expert.

 

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. William H. Young is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

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

 

  FYE 10/31/2023 FYE 10/31/2022
Audit Fees $  16,650 $  16,100
Audit-Related Fees N/A N/A
Tax Fees $  2,800 $  2,800
All Other Fees N/A N/A

 

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

 

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

 

 

  FYE 10/31/2023 FYE 10/31/2022
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

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

 

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

 

Non-Audit Related Fees FYE 10/31/2023 FYE 10/31/2022
Registrant N/A N/A
Registrant’s Investment Advisor N/A N/A

 

Item 5. Audit Committee of Listed Registrants.

 

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

 

(b)Not applicable.

 

Item 6. Schedule of Investments.

 

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

 

(b)   Not Applicable.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable to open-end investment companies.

 

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

 

Not applicable.

 

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

 

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

 

 

Item 11. Controls and Procedures.

 

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

 

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

 

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

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

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

 

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

 

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

 

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

 

(b)Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

 

 

SIGNATURES

 

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

 

(Registrant) Investment Managers Series Trust  
     
By (Signature and Title) /s/ Maureen Quill  
  Maureen Quill, President/Chief Executive Officer  
     
Date 1/09/2024  

  

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

 

By (Signature and Title) /s/ Maureen Quill  
  Maureen Quill, President/Chief Executive Officer  
     
Date 1/09/2024  
     
By (Signature and Title) /s/ Rita Dam  
  Rita Dam, Treasurer/Chief Financial Officer  
     
Date 1/09/2024