N-CSR 1 fp0086258-2_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: November 30

 

Date of reporting period: November 30, 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:

 

 

 

Zacks All-Cap Core Fund

(Institutional Class: CZOVX)

 

Zacks Small-Cap Core Fund

(Investor Class: ZSCCX)

(Institutional Class: ZSCIX)

 

Zacks Dividend Fund

(Investor Class: ZDIVX)

(Institutional Class: ZDIIX)

 

ANNUAL REPORT

November 30, 2023

 

 
 

Zacks Funds

Each a series of Investment Managers Series Trust

  

Table of Contents

 

Shareholder Letter 1
Fund Performance 5
Schedules of Investments 9
Statements of Assets and Liabilities 23
Statements of Operations 25
Statements of Changes in Net Assets 27
Financial Highlights 30
Notes to Financial Statements 35
Report of Independent Registered Public Accounting Firm 46
Supplemental Information 47
Expense Examples 57

 

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

 

www.zacksfunds.com

 

 
 

 

 

Dear Shareholders:

 

We are pleased to provide the Annual Report for the following Funds for the one-year period ending November 30, 2023:

 

Zacks All-Cap Core Fund
Zacks Small-Cap Core Fund
Zacks Dividend Fund

 

All-Cap Core Fund

 

The Zacks All-Cap Core Fund Institutional Class returned 11.24% for the one-year period ending November 30, 2023, underperforming the Russell 3000 which returned 12.61% for the same period.

 

The S&P 500 reversed course from a very weak 3rd quarter, rising 11.69% in the 4th quarter and 26.29% for the year. Small cap stocks were especially strong gaining 14.03% in the quarter, despite underperforming significantly for the year. 10 of 11 sectors rose in the 4th quarter, as the U.S. economy proved more resilient than expected going into the year. Inflation eased significantly and the Fed signaled lowering rates in 2024.

 

The best performing sector was Financials, which was up 16.64% for the quarter, some of that a rebound following the run on bank deposits at Silicon Valley and First Republic earlier in the year. The worst performing sector was Energy, which declined -8.26%, as oil prices moved lower from the September peak. Information Technology and Health Care were the two largest sectors in the strategy at 26.51% and 12.58% respectively. Risk controls keep the strategy weights relatively close to their benchmark weights. The largest overweight relative to the Russell 3000 was Consumer Staples at 1.44%, and largest underweight was Real Estate at -1.65%. Being overweight in Energy had the largest positive sector allocation impact. Stock selection was strongest in the Consumer Discretionary sector.

 

The All Cap Core Strategy total risk increased in the 4th quarter to 12.33%, above the 3rd quarter levels of 11.10%. Beta relative to S&P 500 was 0.94, compared to the Russell 3000 benchmark, which was 1.05.

 

Zacks Small-Cap Core Fund

 

The Zacks Small-Cap Core Fund Institutional Class returned 0.70% for the one-year period ending November 30, 2023, outperforming its benchmark, the Russell 2000 Index, which returned -2.56%.

 

In the 4th quarter markets were strong across all capitalization sectors, as a resilient economy, lowering inflation, and low unemployment created a favorable environment. By capitalization, the small cap sector was the strongest, up 14.03%, compared to the mid cap sector, which was up 12.82%, and the large cap sector, which was up 11.69%. Small cap companies on average have more leverage than large caps and have underperformed in the rising interest rate environment. That turned around in the 4th quarter.

 

 1 

 

10 of 11 sectors had positive returns for the 4th quarter. The best performing sector was Health Care, which was up 29.31% for the quarter. The worst performing sector was Energy, which declined -2.02%, as oil prices moved lower from the September peak.

 

Industrials and Health Care were the two largest sectors in the strategy at 26.62% and 15.06% respectively. Largest overweight relative to the benchmark was Industrials at 9.49% and largest underweight was Financials at -6.22%. Underweight in Energy had the largest positive sector allocation impact. Stock selection was strongest in the Health Care sector.

 

The Small Cap Core Strategy total annualized risk in the 4th quarter was 21.51%, which is above the 3rd quarter level of 15.52%. Beta relative to the S&P 500 was 0.88, which is below the 3rd quarter level of 0.97 and below the beta of 1.07 for the benchmark.

 

Zacks Dividend Fund

 

The Zacks Dividend Fund Institutional Class returned -2.89% for the one-year period ending November 30, 2023, underperforming its benchmark, the Russell 1000 Value Index, which returned 1.35%.

 

Growth outperformed value again in the quarter as the Russell 1000 Growth Index returned 14.16% and the Russell 1000 Value returned 9.50%. For 2023 the Russell 1000 Growth returned 42.68% and the Russell 1000 Value returned 11.46%. 10 of 11 sectors rose in the 4th quarter, as the U.S. economy proved more resilient than expected going into the year. Macro conditions remained positive as unemployment remained low and consumer spending remained strong. Inflation eased significantly and the Fed signaled lowering rates in 2024.

 

The best performing sector was Real Estate, which was up 19.93% for the quarter. Much of that a partial rebound from a sector that has been very hard hit. Worst performing sector was Energy, which declined -8.48%, as oil prices moved lower from their September peak.

 

Financials and Consumer Staples were the two largest sectors in the strategy at 19.67% and 12.40% respectively. Risk controls keep the strategy sector weights relatively close to their benchmark weights. Largest overweight was Consumer Staples at 4.06% and largest underweight was Health Care at -3.09%. Underweight in Health Care had the largest positive sector allocation impact. Stock selection was strongest in the Financial sector.

 

The Dividend Strategy total annualized risk in the 4th quarter was 11.91%, which is above the 3rd quarter level of 9.33%. Beta relative to the S&P 500 was 0.87, which is below the 3rd quarter level of 0.93, and also below the beta of 1.09 for the Russell 1000 Value benchmark.

 

Conclusion

 

In 1994, Alan Greenspan’s Federal Reserve raised rates six times (adding a seventh hike in early 1995), as he was worried about an overheating economy driving inflation higher. Greenspan’s Fed doubled the benchmark Fed funds rate from 3.05% to 6.05% over that period, and the S&P 500 endured a volatile stretch in 1994.

 

Many readers likely remember what happened next, however. Greenspan’s Fed stopped raising rates in 1995 and even implemented some modest cuts (which, to note, is what we’re expecting in 2024). The economy and stock market did very well in the years that followed. U.S. GDP growth ‘bottomed out’ at 2.2% in Q4 1995, and the S&P 500 rallied +37.20% that year, +22.68% in 1996, +33.10% in 1997, +28.34% in 1998, and +20.89% in 1999.

 

In my view, the stock market’s rally late last year was a nod to the distinct possibility that the economy could keep growing modestly, but positively, in 2024 as the Federal Reserve positions for rate cuts – much like we saw in 1995. With inflation currently running at about 3% year-over-year, there’s not much justification to keep the fed funds rate at 5% to 5.25%. That feels overly restrictive, and the Fed has acknowledged as much.

 

 2 

 

Even though the Fed was raising rates last year, I think there’s a good comparison between 1995 and 2023. In both years, the economy continued growing despite rapidly rising rates, and the stock market posted strong returns in anticipation that rates would stop going up. The real question is, will 2024 look like 1996?

 

To be fair, soaring worker productivity in the dawn of the internet age was a key to the 1990s economic boom. The year-over-year change in labor productivity rose from 0.5% in Q1 1994 to 3.7% by Q1 1998, a massive leap. I’m not sure we’ll see a similar jump in the coming year(s), but I do think there are some supply-side factors working in the U.S. economy’s favor. There has been massive investment in high-tech infrastructure and factories, and artificial intelligence could super-charge many companies’ ability to offer goods and services at scale with fewer workers.

 

In 1996, real GDP growth was volatile from quarter to quarter but rose 2.5% for the year, and the S&P 500 climbed +22.68%. I won’t be so bold as to call for a similar outcome in 2024, but the idea of modest GDP growth with solid double-digit gains in stocks does not seem out of the realm of possibility.

 

In fact, I think it’s more likely than unlikely.

 

Sincerely,

 

Mitchel Zacks

Portfolio Manager

Zacks Funds

 

The views in this letter were as of November 30th 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.

 

Risk Disclosure

 

Investment Risk. An investment in the Funds is subject to risks, and you could lose money on your investment. There can be no assurance that a Fund will achieve its investment objective.

 

Equity Risk. A principal risk of investing in the Funds is equity risk, which is the risk that the value of the securities held by a Fund will fall due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by a Fund participate, or factors relating to specific companies in which a Fund invests.

 

Risks of Mid-Cap and Small-Cap Companies. The securities of small-cap or mid-cap companies may be subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger companies or the market averages in general. In addition, such companies typically are subject to a greater degree of change in earnings and business prospects than are larger, more established companies.

 

Income and Distribution Risk. The income that shareholders receive from a Fund through annual distributions is based primarily on the dividends and interest the Fund earns from its investments. Dividend payments a Fund receives can vary widely and there is no guarantee that they will be paid at all.

 

Foreign Investment Risk. Although the Funds will limit their investment in securities of foreign issuers to ADRs and Canadian issuers, a Fund’s investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. Adverse political, economic or social developments could undermine the value of a Fund’s investments or prevent a Fund from realizing the full value of its investments.

 

 3 

 

Short Sales Risk. As part of its investment strategies, the Zacks Small-Cap Core Fund will sell stocks short. There are risks involved in selling stock short including the possibility that the Fund may not be able to close out a short position at a particular time or at a particular price. The Fund’s loss on a short sale is limited only by the maximum attainable price of the security (which could be limitless) less the price the Fund paid for the security at the time it was borrowed.

 

Market Turbulence Resulting from COVID-19. The outbreak of COVID-19 has negatively affected the worldwide economy, individual countries, individual companies and the market in general. The future impact of COVID-19 is currently unknown, and it may exacerbate other risks that apply to the Fund.

 

 4 

 

Zacks All-Cap Core Fund
FUND PERFORMANCE at November 30, 2023 (Unaudited)

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Institutional Class shares with a similar investment in the Russell 3000 Index during the periods shown. Results include the reinvestment of all dividends and capital gain.

 

The Russell 3000 Index is a broad representation of the U.S. equity market. The index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and it is not possible to invest in an index.

 

Average Annual Total Return as of November 30, 2023 1 Year 5 Years 10 Years
Institutional Class1 11.24% 11.15% 10.15%
Russell 3000 Index 12.61% 11.77% 11.19%

 

1Performance for periods prior to April 16, 2018, reflect performance of the Investor Class, which were re-designated as Institutional Class shares on April 16, 2018. The Investor Class shares were subject to a distribution fee pursuant to a Rule 12b-1 Plan and therefore had a higher expense ratio than the Institutional Class. The distribution fee is reflected in the Fund’s performance for periods prior to April 16, 2018. Prior to October 31, 2016, the Investor Class shares of the Fund were designated as Class A shares.

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted and may be obtained by calling (888) 453-4003.

 

Gross and net expense ratios for Institutional Class shares were 1.14% and 1.00%, respectively, which were the amounts stated in the current summary prospectus dated April 1, 2023. For the Fund’s most current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.00% of the average daily net assets for Institutional Class shares of the Fund. This agreement is in effect until March 31, 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 a 2.00% redemption fee.

 

 5 

 

Zacks Small-Cap Core Fund
FUND PERFORMANCE at November 30, 2023 (Unaudited)

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Investor Class shares with a similar investment in the Russell 2000 Index during the period shown. The performance graph above is shown for the Fund’s Investor Class shares, Institutional Class shares performance may vary. Results include reinvestment of all dividends and capital gains.

 

The Russell 2000 Index measures the performance of the small-cap value segment of the U.S. equity universe. The index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and it is not possible to invest in an index.

 

Average Annual Total Return as of November 30, 2023 1 Year 5 Years 10 Years
Investor Class 0.42% 5.47% 6.31%
Institutional Class1 0.70% 5.74% 6.59%
Russell 2000 Index -2.56% 4.78% 6.13%

 

1The performance figures for Institutional Class shares include the performance of the Investor Class shares for the periods prior to the inception date, February 28, 2014, of Institutional Class shares. Investor Class shares impose higher expenses than that of Institutional Class shares.

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted and may be obtained by calling (888) 453-4003.

 

Gross and net expense ratios for Investor Class shares were 1.67% and 1.39%, respectively, and for Institutional Class shares were 1.42% and 1.14%, respectively, which were the amounts stated in the current prospectus dated April 1, 2023. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.39% and 1.14% of the average daily net assets of the Investor Class, and Institutional Class shares of the Fund, respectively. This agreement is in effect until March 31, 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.

 

 6 

 

Zacks Small-Cap Core Fund
FUND PERFORMANCE at November 30, 2023 (Unaudited) - Continued

 

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 a 2.00% redemption fee.

 

 7 

 

Zacks Dividend Fund
FUND PERFORMANCE at November 30, 2023 (Unaudited)

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Investor Class shares, made at its inception, with a similar investment in the Russell 1000 Value Index. The performance graph above is shown for the Fund’s Investor Class shares, Institutional Class shares performance may vary. Results include the reinvestment of all dividends and capital gains.

 

The Russell 1000 Value Index is a subset of the Russell 3000 Index. The Russell 1000 Value Index (maintained by the Russell Investment Group) comprises over 90% of the total market capitalization of all listed U.S. stocks, and is considered a bellwether index for large cap investing. The index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged and it is not possible to invest in an index.

 

Average Annual Total Return as of November 30, 2023 1 Year 5 Years Since Inception Inception Date
Investor Class -2.88% 6.73% 8.03% 01/31/14
Institutional Class1 -2.89% 6.76% 8.17% 01/31/17
Russell 1000 Value Index 1.35% 7.52% 8.35% 01/31/14

 

1The performance figures for Institutional Class shares include the performance of the Investor Class shares for the periods prior to the inception date of Institutional Class shares. Investor Class shares impose higher expenses than that of Institutional Class shares.

 

The performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted and may be obtained by calling (888) 453-4003.

 

The expense ratio was 1.30% and 1.05% for the investor and institutional class, respectively, which were the amounts stated in the current prospectus dated April 1, 2023. For the Fund’s current one year expense ratios, please refer to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses do not exceed 1.30% and 1.05% of the average daily net assets for Investor Class shares and Institutional Class shares of the Fund, respectively. This agreement is in effect until March 31, 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 a 2.00% redemption fee.

 

 8 

 

Zacks All-Cap Core Fund
SCHEDULE OF INVESTMENTS
As of November 30, 2023

 

Number
of Shares
      Value 
     COMMON STOCKS — 96.9%     
     BASIC MATERIALS — 1.3%     
 2,451   Celanese Corp.  $339,856 
 3,144   Dow, Inc.   162,702 
         502,558 
     COMMUNICATIONS — 12.9%     
 7,968   Alphabet, Inc. - Class A*   1,055,999 
 1,986   Alphabet, Inc. - Class C*   265,965 
 7,833   Amazon.com, Inc.*   1,144,323 
 4,266   Comcast Corp. - Class A   178,703 
 3,052   Meta Platforms, Inc. - Class A*   998,462 
 846   Netflix, Inc.*   400,979 
 1,563   Palo Alto Networks, Inc.*   461,226 
 2,280   T-Mobile US, Inc.   343,026 
 5,388   Uber Technologies, Inc.*   303,775 
         5,152,458 
     CONSUMER, CYCLICAL — 9.6%     
 3,622   BJ’s Wholesale Club Holdings, Inc.*   233,909 
 1,971   Home Depot, Inc.   617,889 
 1,563   Marriott International, Inc. - Class A   316,820 
 1,065   McDonald’s Corp.   300,160 
 4,891   MGM Resorts International   192,901 
 2,115   NIKE, Inc. - Class B   233,221 
 2,409   PACCAR, Inc.   221,194 
 3,078   PulteGroup, Inc.   272,157 
 2,446   Royal Caribbean Cruises Ltd.*,1   262,847 
 2,280   Tesla, Inc.*   547,382 
 1,487   TJX Cos., Inc.   131,020 
 3,105   Walmart, Inc.   483,417 
         3,812,917 
     CONSUMER, NON-CYCLICAL — 20.7%     
 2,924   Abbott Laboratories   304,944 
 2,170   AbbVie, Inc.   308,986 
 1,324   Amgen, Inc.   357,003 
 829   Automatic Data Processing, Inc.   190,604 
 1,826   Cardinal Health, Inc.   195,528 
 2,137   Church & Dwight Co., Inc.   206,498 
 9 

 

Zacks All-Cap Core Fund
SCHEDULE OF INVESTMENTS - Continued
As of November 30, 2023

 

Number
of Shares
      Value 
     COMMON STOCKS (Continued)     
     CONSUMER, NON-CYCLICAL (Continued)     
 750   Cintas Corp.  $414,938 
 864   Danaher Corp.   192,940 
 1,637   elf Beauty, Inc.*   193,313 
 911   Eli Lilly & Co.   538,437 
 1,214   Exact Sciences Corp.*   77,696 
 2,335   Gilead Sciences, Inc.   178,861 
 2,177   Hershey Co.   409,102 
 1,306   Hologic, Inc.*   93,118 
 895   Insulet Corp.*   169,236 
 2,693   Johnson & Johnson   416,499 
 4,652   Kraft Heinz Co.   163,332 
 1,085   Laboratory Corp. of America Holdings   235,347 
 772   Molina Healthcare, Inc.*   282,212 
 888   Moody’s Corp.   324,085 
 3,154   PepsiCo, Inc.   530,787 
 5,002   Pfizer, Inc.   152,411 
 4,983   Procter & Gamble Co.   764,990 
 919   Stryker Corp.   272,327 
 577   Thermo Fisher Scientific, Inc.   286,054 
 1,519   UnitedHealth Group, Inc.   839,961 
 1,306   Zimmer Biomet Holdings, Inc.   151,901 
         8,251,110 
     ENERGY — 4.1%     
 4,395   Chevron Corp.   631,122 
 4,851   ConocoPhillips   560,630 
 9,727   Marathon Oil Corp.   247,357 
 3,442   Schlumberger N.V.1   179,122 
         1,618,231 
     FINANCIAL — 11.4%     
 2,777   American Express Co.   474,228 
 1,114   Ameriprise Financial, Inc.   393,810 
 862   Assurant, Inc.   144,833 
 11,842   Bank of America Corp.   361,063 
 263   BlackRock, Inc.   197,573 
 4,873   Hartford Financial Services Group, Inc.   380,874 
 3,641   JPMorgan Chase & Co.   568,287 
 10 

 

Zacks All-Cap Core Fund
SCHEDULE OF INVESTMENTS - Continued
As of November 30, 2023

 

Number
of Shares
      Value 
    COMMON STOCKS (Continued)    
    FINANCIAL (Continued)    
 2,859   Marsh & McLennan Cos., Inc.  $570,142 
 5,204   MetLife, Inc.   331,130 
 1,637   Mid-America Apartment Communities, Inc. - REIT   203,774 
 1,811   PNC Financial Services Group, Inc.   242,602 
 1,747   Prologis, Inc. - REIT   200,783 
 5,236   Truist Financial Corp.   168,285 
 2,188   W R Berkley Corp.   158,739 
 1,765   Wintrust Financial Corp.   151,208 
         4,547,331 
     INDUSTRIAL — 8.3%     
 754   Atkore, Inc.*   97,945 
 2,140   Caterpillar, Inc.   536,541 
 1,324   EMCOR Group, Inc.   281,376 
 862   Fabrinet*,1   139,558 
 946   General Dynamics Corp.   233,634 
 8,458   Graphic Packaging Holding Co.   191,743 
 1,839   Honeywell International, Inc.   360,297 
 2,703   Jabil, Inc.   311,710 
 1,195   Owens Corning   162,018 
 2,556   Republic Services, Inc.   413,663 
 603   Rockwell Automation, Inc.   166,090 
 1,563   Tetra Tech, Inc.   247,188 
 4,279   Vertiv Holdings Co. - Class A   186,821 
         3,328,584 
     TECHNOLOGY — 26.0%     
 1,479   Accenture PLC - Class A1   492,714 
 2,685   Advanced Micro Devices, Inc.*   325,315 
 583   ANSYS, Inc.*   171,029 
 8,497   Apple, Inc.   1,614,005 
 3,016   Applied Materials, Inc.   451,737 
 857   CACI International, Inc. - Class A*   275,054 
 1,397   Cadence Design Systems, Inc.*   381,758 
 1,453   Datadog, Inc.*   169,376 
 1,820   Fiserv, Inc.*   237,710 
 6,630   Intel Corp.   296,361 
 588   Intuit, Inc.   336,018 
 11 

 

Zacks All-Cap Core Fund
SCHEDULE OF INVESTMENTS - Continued
As of November 30, 2023

 

Number
of Shares
      Value 
    COMMON STOCKS (Continued)    
    TECHNOLOGY (Continued)    
 1,526   Manhattan Associates, Inc.*  $340,374 
 1,140   Maximus, Inc.   95,179 
 2,280   Microchip Technology, Inc.   190,243 
 4,319   Microsoft Corp.   1,636,512 
 776   MongoDB, Inc.*   322,614 
 3,071   NVIDIA Corp.   1,436,307 
 2,629   Oracle Corp.   305,516 
 6,142   Pure Storage, Inc.*   204,590 
 2,262   Smartsheet, Inc. - Class A*   95,864 
 1,368   Synopsys, Inc.*   743,139 
 1,618   Texas Instruments, Inc.   247,085 
         10,368,500 
     UTILITIES — 2.6%     
 5,553   American Electric Power Co., Inc.   441,741 
 3,326   NextEra Energy, Inc.   194,604 
 2,979   Portland General Electric Co.   122,318 
 3,751   Southern Co.   266,246 
         1,024,909 
     TOTAL COMMON STOCKS     
     (Cost $30,423,716)   38,606,598 

 

Principal
Amount
        
    SHORT-TERM INVESTMENTS — 3.2%    
$1,291,447   UMB Bank Demand Deposit, 0.01% 2   1,291,447 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $1,291,447)   1,291,447 
           
     TOTAL INVESTMENTS — 100.1%     
     (Cost $31,715,163)   39,898,045 
           
     Liabilities in Excess of Other Assets — (0.1)%   (34,190)
     TOTAL NET ASSETS — 100.0%  $39,863,855 

 

PLC — Public Limited Company

REIT — Real Estate Investment Trusts

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

 

See accompanying Notes to Financial Statements.

 

 12 

 

Zacks All-Cap Core Fund
SUMMARY OF INVESTMENTS
As of November 30, 2023

 

Security Type/Sector Percent of Total
Net Assets
Common Stocks  
Technology 26.0%
Consumer, Non-cyclical 20.7%
Communications 12.9%
Financial 11.4%
Consumer, Cyclical 9.6%
Industrial 8.3%
Energy 4.1%
Utilities 2.6%
Basic Materials 1.3%
Total Common Stocks 96.9%
Short-Term Investments 3.2%
Total Investments 100.1%
Liabilities in Excess of Other Assets (0.1)%
Total Net Assets 100.0%

 

See accompanying Notes to Financial Statements.

 

 13 

 

Zacks Small-Cap Core Fund
SCHEDULE OF INVESTMENTS
As of November 30, 2023

 

Number
of Shares
      Value 
    COMMON STOCKS — 100.7%    
    BASIC MATERIALS — 0.4%    
 2,235   Hawkins, Inc.  $137,318 
     COMMUNICATIONS — 5.6%     
 3,864   Calix, Inc.*   149,112 
 7,897   ePlus, Inc.*   501,302 
 12,925   HealthStream, Inc.   323,125 
 40,042   Liberty Latin America Ltd. - Class A*,1   271,084 
 30,980   Solo Brands, Inc.*   161,406 
 12,449   Squarespace, Inc.*   348,945 
         1,754,974 
     CONSUMER, CYCLICAL — 13.3%     
 2,725   Adient PLC*,1   87,745 
 10,911   Blue Bird Corp.*   208,182 
 6,954   Bluegreen Vacations Holding Corp.   518,212 
 39,308   Commercial Vehicle Group, Inc.*   256,288 
 977   FirstCash Holdings, Inc.   109,424 
 18,658   Forestar Group, Inc.*   569,629 
 6,240   Global Industrial Co.   222,206 
 8,494   GMS, Inc.*   574,534 
 17,014   International Game Technology PLC1   454,784 
 978   Light & Wonder, Inc.*   86,475 
 6,223   Monarch Casino & Resort, Inc.   391,302 
 14,033   OneSpaWorld Holdings Ltd.*,1   169,098 
 10,974   Rush Enterprises, Inc. - Class A   435,339 
 4,886   Titan Machinery, Inc.*   111,694 
         4,194,912 
     CONSUMER, NON-CYCLICAL — 17.7%     
 21,750   Alta Equipment Group, Inc.   207,495 
 23,603   Biote Corp. - Class A*   117,779 
 12,900   BrightView Holdings, Inc.*   98,556 
 5,600   Central Garden & Pet Co.*   227,248 
 5,569   Central Garden & Pet Co. - Class A*   202,043 
 2,977   Cimpress PLC*,1   209,849 
 1,049   elf Beauty, Inc.*   123,876 
 14,200   EVERTEC, Inc.1   524,974 
 3,663   Huron Consulting Group, Inc.*   381,575 
 1,204   Inspire Medical Systems, Inc.*   174,953 
 14 

 

Zacks Small-Cap Core Fund
SCHEDULE OF INVESTMENTS - Continued
As of November 30, 2023

 

Number
of Shares
      Value 
    COMMON STOCKS (Continued)    
    CONSUMER, NON-CYCLICAL (Continued)    
 3,912   Inter Parfums, Inc.  $489,626 
 3,402   iRadimed Corp.   149,484 
 13,650   LiveRamp Holdings, Inc.*   452,634 
 7,779   Merit Medical Systems, Inc.*   556,665 
 4,894   National Beverage Corp.*   232,661 
 16,064   Option Care Health, Inc.*   477,904 
 12,972   Quanterix Corp.*   310,939 
 7,482   SI-BONE, Inc.*   141,859 
 10,002   Surgery Partners, Inc.*   327,566 
 4,870   Surmodics, Inc.*   159,833 
         5,567,519 
     ENERGY — 2.7%     
 9,055   Murphy Oil Corp.   387,282 
 28,619   SunCoke Energy, Inc.   266,443 
 41,657   TETRA Technologies, Inc.*   196,621 
         850,346 
     FINANCIAL — 19.3%     
 16,565   Alexander & Baldwin, Inc. - REIT   277,464 
 28,079   Armada Hoffler Properties, Inc. - REIT   308,308 
 8,681   BRT Apartments Corp. - REIT   157,994 
 27,006   Byline Bancorp, Inc.   539,850 
 16,518   Capital City Bank Group, Inc.   441,691 
 1,495   Centerspace - REIT   79,743 
 17,836   Compass Diversified Holdings   359,752 
 14,638   Employers Holdings, Inc.   560,782 
 20,120   Enact Holdings, Inc.   557,525 
 1,828   Federal Agricultural Mortgage Corp. - Class C   303,156 
 10,667   GoHealth, Inc. - Class A*   137,391 
 29,951   HBT Financial, Inc.   561,581 
 3,225   Independent Bank Corp.   69,725 
 3,991   McGrath RentCorp   405,845 
 4,600   Mercantile Bank Corp.   158,194 
 9,360   Old Second Bancorp, Inc.   131,882 
 19,857   Pagseguro Digital Ltd. - Class A*,1   200,159 
 1,020   Republic Bancorp, Inc. - Class A   47,889 
 12,415   Saul Centers, Inc. - REIT   458,734 
 15 

 

Zacks Small-Cap Core Fund
SCHEDULE OF INVESTMENTS - Continued
As of November 30, 2023

 

Number
of Shares
      Value 
     COMMON STOCKS (Continued)     
     FINANCIAL (Continued)     
 5,202   StoneX Group, Inc.*  $317,998 
         6,075,663 
     INDUSTRIAL — 32.3%     
 5,342   AAON, Inc.   334,409 
 3,400   Alamo Group, Inc.   624,580 
 6,856   Albany International Corp. - Class A   588,382 
 3,830   Applied Industrial Technologies, Inc.   613,068 
 2,045   Arcosa, Inc.   151,739 
 4,622   Astec Industries, Inc.   143,698 
 977   Boise Cascade Co.   106,786 
 12,667   Cactus, Inc. - Class A   538,221 
 57,928   Concrete Pumping Holdings, Inc.*   430,984 
 3,228   CSW Industrials, Inc.   572,421 
 4,142   ESCO Technologies, Inc.   434,827 
 4,240   Federal Signal Corp.   292,306 
 6,912   Gibraltar Industries, Inc.*   464,417 
 16,915   Gorman-Rupp Co.   534,176 
 7,755   Griffon Corp.   360,840 
 4,390   Hillenbrand, Inc.   170,069 
 16,954   Karat Packaging, Inc.   365,698 
 1,905   MYR Group, Inc.*   237,020 
 5,780   O-I Glass, Inc.*   85,313 
 3,660   Simpson Manufacturing Co., Inc.   611,110 
 6,375   SPX Technologies, Inc.*   543,851 
 4,058   Standex International Corp.   543,041 
 8,511   Sterling Infrastructure, Inc.*   540,534 
 19,400   Thermon Group Holdings, Inc.*   584,910 
 1,541   Watts Water Technologies, Inc. - Class A   296,658 
         10,169,058 
     TECHNOLOGY — 8.8%     
 2,564   Agilysys, Inc.*   220,735 
 15,770   American Software, Inc. - Class A   156,596 
 758   Appfolio, Inc. - Class A*   143,452 
 6,423   Blackbaud, Inc.*   483,267 
 26,075   Cantaloupe, Inc.*   184,350 
 8,247   Intapp, Inc.*   309,262 
 16 

 

Zacks Small-Cap Core Fund
SCHEDULE OF INVESTMENTS - Continued
As of November 30, 2023

 

Number
of Shares
      Value 
    COMMON STOCKS (Continued)    
    TECHNOLOGY (Continued)    
 14,091   PDF Solutions, Inc.*  $422,589 
 1,729   Super Micro Computer, Inc.*   472,830 
 39,767   Weave Communications, Inc.*   375,400 
         2,768,481 
     UTILITIES — 0.6%     
 4,889   York Water Co.   186,173 
     TOTAL COMMON STOCKS     
     (Cost $29,857,918)   31,704,444 
           
     TOTAL INVESTMENTS — 100.7%     
     (Cost $29,857,918)   31,704,444 
           
     Liabilities in Excess of Other Assets — (0.7)%   (225,297)
           
     TOTAL NET ASSETS — 100.0%  $31,479,147 

 

PLC — Public Limited Company

REIT — Real Estate Investment Trusts

* Non-income producing security.
1 Foreign security is denominated in U.S. Dollars.

 

See accompanying Notes to Financial Statements.

 

 17 

 

Zacks Small-Cap Core Fund

SUMMARY OF INVESTMENTS

As of November 30, 2023

 

 

Security Type/Sector Percent of Total
Net Assets
Common Stocks  
Industrial 32.3%
Financial 19.3%
Consumer, Non-cyclical 17.7%
Consumer, Cyclical 13.3%
Technology 8.8%
Communications 5.6%
Energy 2.7%
Utilities 0.6%
Basic Materials 0.4%
Total Common Stocks 100.7%
Total Investments 100.7%
Liabilities in Excess of Other Assets (0.7)%
Total Net Assets 100.0%

 

See accompanying Notes to Financial Statements.

 

 18 

 

Zacks Dividend Fund
SCHEDULE OF INVESTMENTS
As of November 30, 2023

 

Number
of Shares
      Value 
    COMMON STOCKS — 99.1%    
    BASIC MATERIALS — 2.4%    
 50,149   Dow, Inc.  $2,595,211 
 16,159   Eastman Chemical Co.   1,354,609 
         3,949,820 
     COMMUNICATIONS — 6.8%     
 118,129   AT&T, Inc.   1,957,398 
 78,567   Cisco Systems, Inc.   3,801,071 
 52,935   Comcast Corp. - Class A   2,217,447 
 83,582   Verizon Communications, Inc.   3,203,698 
         11,179,614 
     CONSUMER, CYCLICAL — 8.2%     
 171,065   Ford Motor Co.   1,755,127 
 13,930   Home Depot, Inc.   4,366,916 
 10,030   McDonald’s Corp.   2,826,855 
 30,090   Walmart, Inc.   4,684,712 
         13,633,610 
     CONSUMER, NON-CYCLICAL — 21.9%     
 14,488   Abbott Laboratories   1,510,954 
 21,174   AbbVie, Inc.   3,014,966 
 32,876   Altria Group, Inc.   1,382,107 
 44,577   Coca-Cola Co.   2,605,080 
 6,687   Danaher Corp.   1,493,274 
 25,075   Gilead Sciences, Inc.   1,920,745 
 26,746   Johnson & Johnson   4,136,536 
 23,403   Medtronic PLC1   1,855,156 
 33,433   Merck & Co., Inc.   3,426,214 
 17,274   Mondelez International, Inc. - Class A   1,227,490 
 15,045   PepsiCo, Inc.   2,531,923 
 89,154   Pfizer, Inc.   2,716,522 
 33,433   Philip Morris International, Inc.   3,121,305 
 34,547   Procter & Gamble Co.   5,303,655 
         36,245,927 
     ENERGY — 10.0%     
 33,433   Chevron Corp.   4,800,979 
 35,662   ConocoPhillips   4,121,457 
 52,935   Exxon Mobil Corp.   5,438,542 
 19 

 

Zacks Dividend Fund
SCHEDULE OF INVESTMENTS - Continued
As of November 30, 2023

 

Number
of Shares
      Value 
    COMMON STOCKS (Continued)    
    ENERGY (Continued)    
 119,801   Kinder Morgan, Inc.  $2,104,904 
         16,465,882 
     FINANCIAL — 25.8%     
 20,617   Arthur J. Gallagher & Co.   5,133,633 
 58,508   Bank of America Corp.   1,783,909 
 36,219   Bank of New York Mellon Corp.   1,750,102 
 5,015   BlackRock, Inc.   3,767,418 
 20,617   Citigroup, Inc.   950,444 
 23,403   Citizens Financial Group, Inc.   638,200 
 11,144   Crown Castle, Inc. - REIT   1,306,968 
 17,274   Fidelity National Financial, Inc.   774,566 
 64,080   Fifth Third Bancorp   1,855,116 
 20,060   Gaming and Leisure Properties, Inc. - REIT   937,404 
 52,378   Healthpeak Properties, Inc. - REIT   907,187 
 88,597   Huntington Bancshares, Inc.   997,602 
 37,891   JPMorgan Chase & Co.   5,914,027 
 17,274   Lamar Advertising Co. - Class A - REIT   1,749,684 
 51,821   MetLife, Inc.   3,297,370 
 11,702   PNC Financial Services Group, Inc.   1,567,600 
 19,503   Prologis, Inc. - REIT   2,241,480 
 35,662   Prudential Financial, Inc.   3,487,030 
 58,508   U.S. Bancorp   2,230,325 
 23,403   WP Carey, Inc. - REIT   1,456,603 
         42,746,668 
     INDUSTRIAL — 10.0%     
 15,045   Caterpillar, Inc.   3,772,082 
 69,652   CSX Corp.   2,249,760 
 15,045   Emerson Electric Co.   1,337,500 
 8,358   General Dynamics Corp.   2,064,175 
 10,030   Jacobs Solutions, Inc.   1,275,615 
 25,632   Johnson Controls International plc1   1,353,370 
 3,901   Lockheed Martin Corp.   1,746,751 
 3,901   Parker-Hannifin Corp.   1,689,835 
 7,244   United Parcel Service, Inc. - Class B   1,098,263 
         16,587,351 
 20 

 

Zacks Dividend Fund
SCHEDULE OF INVESTMENTS - Continued
As of November 30, 2023

 

Number
of Shares
      Value 
     COMMON STOCKS (Continued)     
     TECHNOLOGY — 10.4%     
 12,259   Applied Materials, Inc.  $1,836,153 
 3,343   Broadcom, Inc.   3,094,716 
 11,702   International Business Machines Corp.   1,855,469 
 17,274   Microsoft Corp.   6,545,291 
 12,900   Oracle Corp.   1,499,109 
 18,945   QUALCOMM, Inc.   2,444,852 
         17,275,590 
     UTILITIES — 3.6%     
 25,632   Evergy, Inc.   1,308,257 
 27,304   Public Service Enterprise Group, Inc.   1,704,589 
 41,791   Southern Co.   2,966,325 
         5,979,171 
     TOTAL COMMON STOCKS     
     (Cost $160,527,966)   164,063,633 

 

Principal
Amount
        
    SHORT-TERM INVESTMENTS — 1.0%    
$1,640,674   UMB Bank Demand Deposit, 0.01% 2   1,640,674 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $1,640,674)   1,640,674 
           
     TOTAL INVESTMENTS — 100.1%     
     (Cost $162,168,640)   165,704,307 
           
     Liabilities in Excess of Other Assets — (0.1)%   (185,333)
           
     TOTAL NET ASSETS — 100.0%  $165,518,974 

 

PLC — Public Limited Company

REIT — Real Estate Investment Trusts

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

 

See accompanying Notes to Financial Statements.

 21 

 

Zacks Dividend Fund
SUMMARY OF INVESTMENTS
As of November 30, 2023

 

Security Type/Sector Percent of Total
Net Assets
Common Stocks  
Financial    25.8%
Consumer, Non-cyclical    21.9%
Technology    10.4%
Industrial    10.0%
Energy    10.0%
Consumer, Cyclical      8.2%
Communications      6.8%
Utilities      3.6%
Basic Materials      2.4%
Total Common Stocks    99.1%
Short-Term Investments      1.0%
Total Investments 100.1%
Liabilities in Excess of Other Assets   (0.1)%
Total Net Assets 100.0%

 

See accompanying Notes to Financial Statements.

 

 22 

 

STATEMENTS OF ASSETS AND LIABILITIES
As of November 30, 2023

 

   Zacks
All-Cap
Core Fund
   Zacks
Small-Cap
Core Fund
 
Assets:        
Investments, at value (cost $31,715,163 and $29,857,918, respectively)  $39,898,045   $31,704,444 
Receivables:          
Investment securities sold   229,779    78,301 
Fund shares sold   15,000    - 
Dividends and interest   70,471    48,259 
Reclaims receivable   654    - 
Securities lending income   -    6 
Prepaid expenses   7,360    638 
Total Assets   40,221,309    31,831,648 
           
Liabilities:          
Payables:          
Due to custodian   -    22,360 
Investment securities purchased   290,734    - 
Fund shares redeemed   10,173    246,139 
Advisory fees   3,937    7,046 
Distribution fees (Note 7)   -    2,943 
Fund administration and accounting fees   8,719    16,823 
Transfer agent fees and expenses   2,404    10,014 
Custody fees   2,452    5,196 
Auditing fees   19,321    19,876 
Trustees’ Deferred Compensation (Note 3)   11,346    11,501 
Trustees’ fees and expenses   2,530    1,724 
Chief Compliance Officer fees   1,706    1,650 
Legal fees   62    1,967 
Accrued other expenses   4,070    5,262 
Total Liabilities   357,454    352,501 
Commitments and contingencies (Note 3)          
Net Assets  $39,863,855   $31,479,147 
           
Components of Net Assets:          
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)  $23,133,866   $28,052,906 
Total distributable earnings (accumulated deficit)   16,729,989    3,426,241 
Net Assets  $39,863,855   $31,479,147 
           
Maximum Offering Price per Share:          
Investor Class:          
Net assets applicable to shares outstanding  $-   $14,305,525 
Shares of beneficial interest issued and outstanding   -    453,111 
Offering and redemption price per share  $-   $31.57 
           
Institutional Class:          
Net assets applicable to shares outstanding  $39,863,855   $17,173,622 
Shares of beneficial interest issued and outstanding   1,376,298    533,753 
Offering and redemption price per share  $28.96   $32.18 

 

See accompanying Notes to Financial Statements.

 23 

 

STATEMENTS OF ASSETS AND LIABILITIES - Continued
As of November 30, 2023

 

   Zacks
Dividend
Fund
 
Assets:    
Investments, at value (cost $162,168,640)  $165,704,307 
Receivables:     
Investment securities sold   - 
Fund shares sold   79,225 
Dividends and interest   571,555 
Reclaims receivable   - 
Securities lending income   - 
Prepaid expenses   869 
Total Assets   166,355,956 
      
Liabilities:     
Payables:     
Due to custodian   - 
Investment securities purchased   - 
Fund shares redeemed   626,773 
Advisory fees   93,148 
Distribution fees (Note 7)   5,128 
Fund administration and accounting fees   54,684 
Transfer agent fees and expenses   8,149 
Custody fees   6,637 
Auditing fees   18,895 
Trustees’ Deferred Compensation (Note 3)   12,648 
Trustees’ fees and expenses   113 
Chief Compliance Officer fees   1,655 
Legal fees   1,468 
Accrued other expenses   7,684 
Total Liabilities   836,982 
Commitments and contingencies (Note 3)     
Net Assets  $165,518,974 
      
Components of Net Assets:     
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)  $155,306,351 
Total distributable earnings (accumulated deficit)   10,212,623 
Net Assets  $165,518,974 
      
Maximum Offering Price per Share:     
Investor Class:     
Net assets applicable to shares outstanding  $30,199,474 
Shares of beneficial interest issued and outstanding   1,306,508 
Offering and redemption price per share  $23.11 
      
Institutional Class:     
Net assets applicable to shares outstanding  $135,319,500 
Shares of beneficial interest issued and outstanding   5,944,155 
Offering and redemption price per share  $22.77 

 

See accompanying Notes to Financial Statements.

 24 

 

STATEMENTS OF OPERATIONS
For the Year Ended November 30, 2023

 

   Zacks
All-Cap
Core Fund
   Zacks
Small-Cap
Core Fund
 
Investment income:        
Dividends (net of foreign withholdings taxes of $0 and $654,
respectively)
  $722,536   $440,122 
Interest   89    36 
Securities lending income   97    709 
Total investment income   722,722    440,867 
           
Expenses:          
Advisory fees   370,645    317,025 
Distribution fees - Investor Class (Note 7)   -    37,400 
Fund administration and accounting fees   91,552    105,599 
Transfer agent fees and expenses   20,515    37,171 
Custody fees   40,322    19,652 
Registration fees   31,001    37,752 
Auditing fees   19,979    19,976 
Legal fees   14,601    14,733 
Trustees’ fees and expenses (Note 3)   9,957    6,045 
Shareholder reporting fees   9,332    2,620 
Chief Compliance Officer fees   8,661    8,395 
Miscellaneous   5,431    5,044 
Insurance fees   3,706    3,675 
Total expenses   625,702    615,087 
Advisory fees (waived) recovered   (162,395)   (176,172)
Net expenses   463,307    438,915 
Net investment income (loss)   259,415    1,952 
           
Realized and Unrealized Gain (Loss):          
Net realized gain (loss) on:          
Investments   8,376,875    1,621,998 
Net realized gain (loss)   8,376,875    1,621,998 
Net change in unrealized appreciation/depreciation on:          
Investments   (3,875,704)   (1,325,023)
Net change in unrealized appreciation/depreciation   (3,875,704)   (1,325,023)
Net realized and unrealized gain (loss)   4,501,171    296,975 
           
Net Increase (Decrease) in Net Assets from Operations  $4,760,586   $298,927 

 

See accompanying Notes to Financial Statements.

 25 

 

STATEMENTS OF OPERATIONS - Continued
For the Year Ended November 30, 2023

 

   Zacks
Dividend
Fund
 
Investment income:    
Dividends (net of foreign withholdings taxes of $0)  $6,208,026 
Interest   384 
Securities lending income   - 
Total investment income   6,208,410 
      
Expenses:     
Advisory fees   1,467,669 
Distribution fees - Investor Class (Note 7)   81,378 
Fund administration and accounting fees   262,250 
Transfer agent fees and expenses   54,443 
Custody fees   32,418 
Registration fees   58,212 
Auditing fees   18,998 
Legal fees   17,947 
Trustees’ fees and expenses (Note 3)   9,501 
Shareholder reporting fees   17,467 
Chief Compliance Officer fees   8,659 
Miscellaneous   7,239 
Insurance fees   3,806 
Total expenses   2,039,987 
Advisory fees (waived) recovered   (32,292)
Net expenses   2,007,695 
Net investment income (loss)   4,200,715 
      
Realized and Unrealized Gain (Loss):     
Net realized gain (loss) on:     
Investments   6,492,672 
Net realized gain (loss)   6,492,672 
Net change in unrealized appreciation/depreciation on:     
Investments   (19,351,588)
Net change in unrealized appreciation/depreciation   (19,351,588)
Net realized and unrealized gain (loss)   (12,858,916)
      
Net Increase (Decrease) in Net Assets from Operations  $(8,658,201)

 

See accompanying Notes to Financial Statements.

 26 

 

Zacks All-Cap Core Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

   For the
Year Ended
November 30, 2023
   For the
Year Ended
November 30, 2022
 
Increase (Decrease) in Net Assets from:        
Operations:        
Net investment income (loss)  $259,415   $337,807 
Net realized gain (loss) on investments   8,376,875    5,297,880 
Net change in unrealized appreciation/depreciation on
investments
   (3,875,704)   (12,314,971)

Net increase (decrease) in net assets resulting from operations

   4,760,586    (6,679,284)
           
Distributions to Shareholders:          
Distributions:          
Institutional Class   (5,694,119)   (4,003,358)
Total distributions to shareholders   (5,694,119)   (4,003,358)
           
Capital Transactions:          
Net proceeds from shares sold:          
Institutional Class   18,392,081    16,358,249 
Reinvestment of distributions:          
Institutional Class   2,403,971    1,705,956 
Cost of shares redeemed:          
Institutional Class1   (32,588,068)   (23,735,668)

Net increase (decrease) in net assets from capital transactions

   (11,792,016)   (5,671,463)
           
Total increase (decrease) in net assets   (12,725,549)   (16,354,105)
           
Net Assets:          
Beginning of period   52,589,404    68,943,509 
End of period  $39,863,855   $52,589,404 
           
Capital Share Transactions:          
Shares sold:          
Institutional Class   683,138    555,177 
Shares reinvested:          
Institutional Class   93,868    52,410 
Shares redeemed:          
Institutional Class   (1,202,211)   (823,904)
Net increase (decrease) in capital share transactions   (425,205)   (216,317)

 

1 Net of redemption fee proceeds received of $17 and $6,154, respectively.

 

See accompanying Notes to Financial Statements.

 27 

 

Zacks Small-Cap Core Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

   For the
Year Ended
November 30, 2023
   For the
Year Ended
November 30, 2022
 
Increase (Decrease) in Net Assets from:          
Operations:          
Net investment income (loss)  $1,952   $273,863 
Net realized gain (loss) on investments   1,621,998    (10,848)
Net change in unrealized appreciation/depreciation on
investments
   (1,325,023)   (2,204,402)

Net increase (decrease) in net assets resulting from operations

   298,927    (1,941,387)
           
Distributions to Shareholders:          
Distributions:          
Investor Class   (72,916)   (549,853)
Institutional Class   (162,226)   (691,126)
Total distributions to shareholders   (235,142)   (1,240,979)
           
Capital Transactions:          
Net proceeds from shares sold:          
Investor Class   855,782    1,385,530 
Institutional Class   1,623,781    5,825,306 
Reinvestment of distributions:          
Investor Class   67,993    529,720 
Institutional Class   157,711    677,180 
Cost of shares redeemed:          
Investor Class1   (2,765,183)   (7,611,569)
Institutional Class2   (6,318,046)   (8,731,533)

Net increase (decrease) in net assets from capital transactions

   (6,377,962)   (7,925,366)
           
Total increase (decrease) in net assets   (6,314,177)   (11,107,732)
           
Net Assets:          
Beginning of period   37,793,324    48,901,056 
End of period  $31,479,147   $37,793,324 
           
Capital Share Transactions:          
Shares sold:          
Investor Class   26,826    43,764 
Institutional Class   51,115    178,939 
Shares reinvested:          
Investor Class   2,207    16,062 
Institutional Class   5,035    20,312 
Shares redeemed:          
Investor Class   (88,727)   (239,338)
Institutional Class   (193,002)   (287,161)
Net increase (decrease) in capital share transactions   (196,546)   (267,422)

 

1 Net of redemption fee proceeds of $179 and $0, respectively.
2 Net of redemption fee proceeds of $9 and $856, respectively.

 

See accompanying Notes to Financial Statements.

 28 

 

Zacks Dividend Fund
STATEMENTS OF CHANGES IN NET ASSETS

 

   For the
Year Ended
November 30, 2023
   For the
Year Ended
November 30, 2022
 
Increase (Decrease) in Net Assets from:        
Operations:        
Net investment income (loss)  $4,200,715   $3,485,944 
Net realized gain (loss) on investments   6,492,672    8,834,701 
Net change in unrealized appreciation/depreciation on
investments
   (19,351,588)   (3,298,275)

Net increase (decrease) in net assets resulting from operations

   (8,658,201)   9,022,370 
           
Distributions to Shareholders:          
Distributions:          
Investor Class   (2,387,352)   (2,812,031)
Institutional Class   (10,979,818)   (4,769,382)
Total distributions to shareholders   (13,367,170)   (7,581,413)
           
Capital Transactions:          
Net proceeds from shares sold:          
Investor Class   67,063,964    60,954,681 
Institutional Class   47,846,284    124,437,519 
Reinvestment of distributions:          
Investor Class   2,312,327    2,787,043 
Institutional Class   8,046,569    3,315,495 
Cost of shares redeemed:          
Investor Class1   (52,307,776)   (126,461,373)
Institutional Class2   (76,725,855)   (29,386,438)

Net increase (decrease) in net assets from capital transactions

   (3,764,487)   35,646,927 
           
Total increase (decrease) in net assets   (25,789,858)   37,087,884 
           
Net Assets:          
Beginning of period   191,308,832    154,220,948 
End of period  $165,518,974   $191,308,832 
           
Capital Share Transactions:          
Shares sold:          
Investor Class   2,838,533    2,444,296 
Institutional Class   2,107,780    5,084,990 
Shares reinvested:          
Investor Class   97,669    112,325 
Institutional Class   346,080    137,653 
Shares redeemed:          
Investor Class   (2,338,631)   (5,197,708)
Institutional Class   (3,414,026)   (1,207,599)
Net increase (decrease) in capital share transactions   (362,595)   1,373,957 

 

1 Net of redemption fee proceeds of $87,279 and $246,997, respectively.
2 Net of redemption fee proceeds of $4,335 and $10,570, respectively.

 

See accompanying Notes to Financial Statements.

 29 

 

Zacks All-Cap Core Fund
FINANCIAL HIGHLIGHTS
Institutional Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   For the Year Ended November 30, 
   2023   2022   2021   2020   2019 
Net asset value, beginning of period  $29.19   $34.17   $28.06   $26.95   $25.89 
Income from Investment Operations:                         
Net investment income (loss) 1   0.15    0.17    0.09    0.18    0.22 
Net realized and unrealized gain (loss)   2.72    (3.19)   7.53    3.25    3.21 
Total from investment operations   2.87    (3.02)   7.62    3.43    3.43 
                          
Less Distributions:                         
From net investment income   (0.19)   (0.08)   (0.17)   (0.25)   (0.10)
From net realized gain   (2.91)   (1.88)   (1.34)   (2.07)   (2.27)
Total distributions   (3.10)   (1.96)   (1.51)   (2.32)   (2.37)
                          
Redemption fee proceeds1   -2   -2   (-)2   -2   -2
Net asset value, end of period  $28.96   $29.19   $34.17   $28.06   $26.95 
                          
Total return3   11.24%   (9.43)%   28.54%   13.84%   15.07%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $39,864   $52,589   $68,944   $49,957   $41,381 
                          
Ratio of expenses to average net assets:                         
Before fees waived/recovered   1.35%   1.14%   1.14%   1.22%   1.28%
After fees waived/recovered   1.00%   1.00%   1.00%   1.00%   1.00%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived/recovered   0.21%   0.43%   0.14%   0.49%   0.60%
After fees waived/recovered   0.56%   0.57%   0.28%   0.71%   0.88%
Portfolio turnover rate   35%   27%   25%   38%   38%

 

1 Based on average shares outstanding during the period.
2 Amount represents less than $0.01 per share.
3 Total returns would have been lower/higher had certain expenses not been waived or absorbed/recovered by the Advisor. These returns 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. Investor shares were re-designated as Institutional shares on April 16, 2018.

 

See accompanying Notes to Financial Statements.

 30 

 

Zacks Small-Cap Core Fund
FINANCIAL HIGHLIGHTS
Investor Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   For the Year Ended November 30, 
   2023   2022   2021   2020   2019 
Net asset value, beginning of period  $31.59   $33.36   $24.48   $26.80   $27.49 
Income from Investment Operations:                         
Net investment income (loss)1   (0.04)   0.15    0.01    (0.08)   (0.08)
Net realized and unrealized gain (loss)   0.17    (1.13)   8.87    (2.21)   1.79 
Total from investment operations   0.13    (0.98)   8.88    (2.29)   1.71 
                          
Less Distributions:                         
From net investment income   (0.15)   (0.01)   -    (0.03)   - 
From net realized gain   -    (0.78)   -    -    (2.40)
Total distributions   (0.15)   (0.79)   -    (0.03)   (2.40)
                          
Redemption fee proceeds1   -2   -    -2   -2   -2
Net asset value, end of period  $31.57   $31.59   $33.36   $24.48   $26.80 
                          
Total return3   0.42%   (3.01)%   36.23%   (8.54)%   7.55%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $14,306   $16,199   $23,092   $21,867   $48,666 
                          
Ratio of expenses to average net assets:                         
Before fees waived/recovered   1.89%   1.67%   1.61%   1.63%   1.53%
After fees waived/recovered   1.39%   1.39%   1.39%   1.39%   1.39%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived/recovered   (0.64)%   0.20%   (0.17)%   (0.61)%   (0.45)%
After fees waived/recovered   (0.14)%   0.48%   0.05%   (0.37)%   (0.31)%
Portfolio turnover rate   100%   94%   116%   135%   114%

 

1 Based on average shares outstanding during the period.
2 Amount represents less than $0.01 per share.
3 Total returns would have been lower/higher had certain expenses not been waived or absorbed/recovered by the Advisor. These returns 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.

 31 

 

Zacks Small-Cap Core Fund
FINANCIAL HIGHLIGHTS
Institutional Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

   For the Year Ended November 30, 
   2023   2022   2021   2020   2019 
Net asset value, beginning of period  $32.20   $34.03   $24.91   $27.29   $27.88 
Income from Investment Operations:                         
Net investment income (loss) 1   0.04    0.23    0.09    (0.03)   (0.01)
Net realized and unrealized gain (loss)   0.18    (1.15)   9.03    (2.23)   1.82 
Total from investment operations   0.22    (0.92)   9.12    (2.26)   1.81 
                          
Less Distributions:                         
From net investment income   (0.24)   (0.13)   -    (0.12)   - 
From net realized gain   -    (0.78)   -    -    (2.40)
Total distributions   (0.24)   (0.91)   -    (0.12)   (2.40)
                          
Redemption fee proceeds1   -2   -    -2   -2   -2
Net asset value, end of period  $32.18   $32.20   $34.03   $24.91   $27.29 
                          
Total return3   0.70%   (2.77)%   36.57%   (8.28)%   7.78%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $17,174   $21,595   $25,809   $25,450   $55,110 
                          
Ratio of expenses to average net assets:                         
Before fees waived/recovered   1.64%   1.42%   1.36%   1.38%   1.28%
After fees waived/recovered   1.14%   1.14%   1.14%   1.14%   1.14%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived/recovered   (0.39)%   0.45%   0.08%   (0.36)%   (0.20)%
After fees waived/recovered   0.11%   0.73%   0.30%   (0.12)%   (0.06)%
Portfolio turnover rate   100%   94%   116%   135%   114%

 

1 Based on average shares outstanding during the period.
2 Amount represents less than $0.01 per share.
3 Total returns would have been lower/higher had certain expenses not been waived or absorbed/recovered by the Advisor. Returns 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.

 32 

 

Zacks Dividend Fund
FINANCIAL HIGHLIGHTS
Investor Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

  

For the Year Ended November 30,

 
  

2023

  

2022

  

2021

  

2020

  

2019

 
Net asset value, beginning of period  $25.38   $24.72   $21.00   $21.89   $20.87 
Income from Investment Operations:                         
Net investment income (loss)1   0.48    0.45    0.37    0.42    0.39 
Net realized and unrealized gain (loss)   (1.26)   1.16    3.85    (0.71)   1.87 
Total from investment operations   (0.78)   1.61    4.22    (0.29)   2.26 
                          
Less Distributions:                         
From net investment income   (0.46)   (0.38)   (0.37)   (0.41)   (0.37)
From net realized gain   (1.09)   (0.71)   (0.13)   (0.19)   (0.87)
Total distributions   (1.55)   (1.09)   (0.50)   (0.60)   (1.24)
                          
Redemption fee proceeds1   0.06    0.14    -2   -2   -2
Net asset value, end of period  $23.11   $25.38   $24.72   $21.00   $21.89 
                          
Total return3   (2.88)%   7.26%   20.35%   (1.11)%   11.71%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $30,199   $17,993   $82,818   $70,481   $70,157 
                          
Ratio of expenses to average net assets:                         
Before fees waived/recovered   1.32%   1.27%   1.30%   1.37%   1.43%
After fees waived/recovered   1.30%   1.30%   1.30%   1.30%   1.30%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived/recovered   2.07%   1.85%   1.57%   2.06%   1.81%
After fees waived/recovered   2.09%   1.82%   1.57%   2.13%   1.94%
Portfolio turnover rate   43%   27%   17%   14%   13%

 

1 Based on average shares outstanding during the period.
2 Amount represents less than $0.01 per share.
3 Total returns would have been lower/higher had certain expenses not been waived or absorbed/recovered by the Advisor. These returns 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.

 33 

 

Zacks Dividend Fund
FINANCIAL HIGHLIGHTS
Institutional Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

  

For the Year Ended November 30,

 
  

2023

  

2022

  

2021

  

2020

  

2019

 
Net asset value, beginning of period  $25.10   $24.71   $20.99   $21.89   $20.87 
Income from Investment Operations:                         
Net investment income (loss) 1   0.53    0.50    0.44    0.46    0.45 
Net realized and unrealized gain (loss)   (1.25)   1.08    3.84    (0.71)   1.87 
Total from investment operations   (0.72)   1.58    4.28    (0.25)   2.32 
                          
Less Distributions:                         
From net investment income   (0.52)   (0.48)   (0.43)   (0.46)   (0.43)
From net realized gain   (1.09)   (0.71)   (0.13)   (0.19)   (0.87)
Total distributions   (1.61)   (1.19)   (0.56)   (0.65)   (1.30)
                          
Redemption fee proceeds1   -2   -2   -2   -2   -2
Net asset value, end of period  $22.77   $25.10   $24.71   $20.99   $21.89 
                          
Total return3   (2.89)%   6.59%   20.65%   (0.89)%   12.04%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $135,320   $173,316   $71,403   $36,206   $16,694 
                          
Ratio of expenses to average net assets:                         
Before fees waived/recovered   1.07%   1.02%   1.05%   1.12%   1.18%
After fees waived/recovered   1.05%   1.05%   1.05%   1.05%   1.05%
Ratio of net investment income (loss) to average net assets:                         
Before fees waived/recovered   2.32%   2.10%   1.82%   2.31%   2.06%
After fees waived/recovered   2.34%   2.07%   1.82%   2.38%   2.19%
Portfolio turnover rate   43%   27%   17%   14%   13%

 

1 Based on average shares outstanding during the period.
2 Amount represents less than $0.01 per share.
3 Total returns would have been lower/higher had certain expenses not been waived or absorbed/recovered by the Advisor. Returns 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.

 34 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS
November 30, 2023

 

Note 1 - Organization

Zacks All-Cap Core Fund (the “All-Cap Core Fund”), Zacks Small-Cap Core Fund (the “Small-Cap Core Fund”) and Zacks Dividend Fund (the “Dividend Fund”) (each a “Fund” and together, the “Funds”) are organized as a diversified series of Investment Manager 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”).

 

The All-Cap Core Fund’s primary investment objectives are primary capital appreciation and secondarily, to provide shareholders with income through dividends. The Fund will invest primarily in a diversified portfolio of equity securities. The Fund commenced investment operations on December 5, 2005, with two classes of shares, Class A and Class C. The Fund re-designated Class A shares to Investor Class shares effective October 31, 2016. The Class C shares converted to Investor Class shares on April 16, 2018. The Investor Class shares were re-designated to Institutional Class shares on April 16, 2018.

 

The Small-Cap Core Fund’s primary investment objective is capital appreciation. The Fund will invest primarily in a diversified portfolio of equity securities. The Fund commenced investment operations on June 30, 2011. The Fund currently offers two classes of shares: Investor Class and Institutional Class. The outstanding shares of the Fund were renamed Investor Class on December 20, 2013. Class C commenced investment operations on December 31, 2013. Class I commenced investment operations on February 28, 2014. The Fund converted Class C shares into Investor Class shares and re-designated Class I shares to Institutional Class shares effective October 31, 2016.

 

The Dividend Fund’s primary investment objectives are capital appreciation and dividend income. The Fund will invest primarily in a diversified portfolio of equity securities. The Fund commenced investment operations on January 31, 2014, with one class of shares, Investor Class. Institutional Class shares commenced operations on January 31, 2017.

 

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

 

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

 

(a)  Valuation of Investments

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

 

 35 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

(b)  Short Sales

The Small-Cap Core Fund may engage in short sales. Short sales are transactions under which the Fund sells a security it does not own in anticipation of a decline in the value of that security. To complete such a transaction, the Fund must borrow the security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. When a security is sold short a decrease in the value of the security will be recognized as a gain and an increase in the value of the security will be recognized as a loss, which is potentially limitless. Until the security is replaced, the Fund is required to pay the lender amounts equal to dividend or interest that accrue during the period of the loan which is recorded as an expense. To borrow the security, the Fund also may be required to pay a premium or an interest fee, which are recorded as interest expense. Cash or securities are segregated for the broker to meet the necessary margin requirements. The Fund is subject to the risk that it may not always be able to close out a short position at a particular time or at an acceptable price.

 

In conjunction with the use of short sales, the Fund may be required to maintain collateral in various forms.

 

(c)  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 Funds record a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Premiums for callable debt securities are amortized to the earliest call date, if the call price was less than the purchase price. If the call price was not at par and the security was not called, the security is amortized to the next call price and date. Income and expenses of the Funds are allocated on a pro rata basis to each class of shares relative net assets, except for distribution and service fees which are unique to each class of shares. Expenses incurred by the Trust with respect to more than one Fund are allocated in proportion to the net assets of each Fund except where allocation of direct expenses to each Fund or an alternative allocation method can be more appropriately made.

 

 36 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

(d) Federal Income Taxes

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

 

Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Funds’ 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 Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations.

 

The Income Tax Statement requires management of the Funds to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the 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 tax years ended November 30, 2020 - 2023, the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examination in progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

 

(e) Distributions to Shareholders

The Funds will make distributions of net investment income and net capital gains, if any, at least annually, except for the Dividend Fund which will distribute net investment income, if any, quarterly. 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.

 

(f) Illiquid Securities

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

 

(g) Securities Lending

The Funds have entered into a securities lending agreement with Mitsubishi UFJ Trust and Banking Corporation. Each Fund may lend up to 33% of its investments requiring that the loan be continuously collateralized by cash or other securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities (“Government Securities”) at all times equal to at least 102% (105% for foreign securities) of the market value on the securities loaned. Daily market fluctuations could cause the value of loaned securities to be more or less than the value of the collateral received. When this occurs, the collateral is adjusted so that the market value of the collateral is not less than the initial margin requirement. Although risk is mitigated by the collateral, the Funds could experience a delay in recovering their securities and possible loss of income or value if the borrower fails to return them. During the term of the loan, the Funds will continue to receive any dividends, interest or amounts equivalent thereto, on the securities loaned while receiving a fee from the borrower and/or earning interest on the investments of the cash collateral. Such fees and interest are shared with the securities lending agent under the terms of the securities lending agreement. Securities lending income is disclosed as such in the Statement of Operations.

 

 37 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

As of November 30, 2023, the Funds did not loan any securities.

 

Note 3 - Investment Advisory and Other Agreements

The Trust, on behalf of the Funds, entered into an Investment Advisory Agreement (the “Agreement”) with Zacks Investment Management, Inc. (the “Advisor”). Under the terms of the Agreement, the Funds pay a monthly investment advisory fee to the Advisor based on each Fund’s average daily net assets. The annual rates are listed by Fund in the table below. The Advisor has contractually agreed to waive its fees and/or pay for operating expenses to ensure that total annual operating expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expense 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 extraordinary expenses such as litigation expenses) do not exceed the following levels of each Fund’s average daily net assets. This agreement is in effect until March 31, 2026 and it may be terminated before that date only by the Trust’s Board of Trustees. The table below contains the investment advisory fee annual rate and the expense cap by Fund and by Class:

 

  Investment Total Limit on Annual
  Advisory Operating Expenses+
  Fees Investor Class Institutional Class
All-Cap Core Fund 0.80% - 1.00%
Small-Cap Core Fund 0.90% 1.39% 1.14%
Dividend Fund 0.80% 1.30% 1.05%

 

+The total limit on annual operating expenses is calculated based on each Fund’s average daily net assets.

 

For the year ended November 30, 2023, the Advisor waived its fees as follows:

 

   Advisory Fees Waived 
All-Cap Core Fund  $162,395 
Small-Cap Core Fund   176,172 
Dividend Fund   32,292 
Total  $370,859 

 

The Advisor is permitted to seek reimbursement from each 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. At November 30, 2023, the amount of these potentially recoverable expenses was $326,401, $406,118 and $32,292 for the All-Cap Core Fund, Small-Cap Core Fund and Dividend Fund, respectively. The potential recoverable amount is noted as “Commitments and contingencies” as reported on the Statement of Assets and Liabilities. The Advisor may recapture all or a portion of these amounts no later than November 30, of the years stated below:

 

 38 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

   All-Cap Core Fund   Small-Cap Core Fund   Dividend Fund 
2024  $78,669   $106,708   $- 
2025   85,337    123,238    - 
2026   162,395    176,172    32,292 
Total  $326,401   $406,118   $32,292 

 

UMB Fund Services, Inc. (“UMBFS”) serves as the Funds’ fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Funds’ other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Funds’ custodian. The Funds’ allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the year ended November 30, 2023, are reported on the Statements of Operations.

 

IMST Distributors, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), serves as the Funds’ distributor (the “Distributor”). The Distributor does not receive compensation from the Funds for their 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 Funds do not compensate trustees and officers affiliated with the Funds’ co-administrators. For the year ended November 30, 2023, the Funds’ allocated fees incurred to Trustees who are not affiliated with the Funds’ co-administrators are reported on the Statements of Operations.

 

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

 

Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Funds’ allocated fees incurred for CCO services for the year ended November 30, 2023, are reported on the Statements of Operations.

 

 39 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

Note 4 - Federal Income Taxes

At November 30, 2023, gross unrealized appreciation (depreciation) on investments owned by the Funds, based on cost for federal income tax purposes were as follows:

 

   All-Cap Core
Fund
   Small-Cap
Core Fund
   Dividend Fund 
Cost of investments  $31,777,115   $29,885,365   $163,456,771 
Gross unrealized appreciation  $9,213,471   $3,977,620   $14,826,241 
Gross unrealized depreciation   (1,092,541)   (2,158,541)   (12,578,705)
Net unrealized appreciation/depreciation on               
investments  $8,120,930   $1,819,079   $2,247,536 

 

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.

 

For the year ended November 30, 2023, there were no reclassifications between financial and tax reporting.

 

As of November 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

   All-Cap Core Fund   Small-Cap Core Fund   Dividend Fund 
Undistributed ordinary income  $255,269   $818,826   $812,602 
Undistributed long-term gains   8,365,136    799,837    7,165,133 
Tax accumulated earnings   8,620,405    1,618,663    7,977,735 
                
Accumulated capital and other losses  $-   $-   $- 
                
Unrealized appreciation (depreciation) on investments   8,120,930    1,819,079    2,247,536 
Unrealized deferred compensation   (11,346)   (11,501)   (12,648)
                
Total distributable earnings (deficit)  $16,729,989   $3,426,241   $10,212,623 

 

The tax character of distributions paid during the fiscal years ended November 30, 2023 and November 30, 2022 were as follows:

 

   All-Cap Core Fund   Small-Cap Core Fund   Dividend Fund 
   2023   2022   2023   2022   2023   2022 
Distributions paid from:                              
Ordinary income  $351,060   $921,715   $224,171   $114,846   $4,071,164   $4,186,720 
Long-term capital gains   5,343,059    3,081,643    10,971    1,126,133    9,296,006    3,394,693 
Total distributions paid  $5,694,119   $4,003,358   $235,142   $1,240,979   $13,367,170   $7,581,413 
 40 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

To the extent that a Fund may realize future net capital gains, those gains will be offset by any of its unused capital loss carryforward. Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations.

 

Due to the Regulated Investment Company Modernization Act of 2010 (the “Act”), the Funds will be permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to the losses incurred in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

 

Note 5 - Redemption Fees

The Funds may impose a redemption fee of 2.00% of the total redemption amount on all shares redeemed within 30 days of purchase. For the years ended November 30, 2023 and 2022, redemption fees were as follows:

 

   November 30, 2023   November 30, 2022 
All-Cap Core Fund  $17   $6,154 
Small-Cap Core Fund   188    856 
Dividend Fund   91,614    257,567 

 

Note 6 - Investment Transactions

For the year ended November 30,2023, purchases and sales of investments, excluding short-term investments, were as follows:

 

   Purchases   Sales 
All-Cap Core Fund  $15,833,465   $34,112,253 
Small-Cap Core Fund   34,989,822    40,615,688 
Dividend Fund   77,675,595    84,959,861 

 

Note 7 - Distribution Plan

The Trust, on behalf of each Fund, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-l under the 1940 Act, which allows each Fund to pay distribution fees for the sale and distribution of its Investor Class shares. The Plan provides for the payment of distribution fees at the annual rate of up to 0.25% of average daily net assets attributable to Investor Class shares, payable to IMST Distributors, LLC. Institutional Class shares do not pay any distribution fees.

 

For the year ended November 30, 2023, the distribution fees incurred for the Small-Cap Core Fund and Dividend Fund are disclosed on the Statements of Operations. The All-Cap Core Fund only consists of Institutional Class shares and does not pay distribution fees.

 

Note 8 - Indemnifications

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

 

 41 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

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 each Fund’s investments. These inputs are summarized into three broad Levels as described below:

 

· Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
   
· Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.
   
· Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

  

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

 

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

 

The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of November 30,2023, in valuing the Funds’ assets carried at fair value:

 

All-Cap Core Fund  Level 1   Level 2*   Level 3*   Total 
Investments                    
Common Stocks1  $38,606,598   $-   $-   $38,606,598 
Short-Term Investments   1,291,447    -    -    1,291,447 
Total Investments  $39,898,045   $-   $-   $39,898,045 

 

 42 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

Small-Cap Core Fund  Level 1   Level 2*   Level 3*   Total 
Investments                    
Common Stocks1  $31,704,444   $-   $-   $31,704,444 
Total Investments  $31,704,444   $-   $-   $31,704,444 

 

Dividend Fund  Level 1   Level 2*   Level 3*   Total 
Investments                    
Common Stocks1  $164,063,633   $-   $-   $164,063,633 
Short-Term Investments   1,640,674    -    -    1,640,674 
Total Investments  $165,704,307   $-   $-   $165,704,307 

 

1All common stocks 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 Level 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.

 

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 Funds have adopted procedures in accordance with Rule 2a-5.

 

 43 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

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

 

At a meeting held on June 13 and 14, 2023, the Board of Trustees of the Trust has approved an Agreement and Plan of Reorganization (the “Plan”) for each of the Zacks All-Cap Core Fund, Zacks Small-Cap Core Fund and Zacks Dividend Fund (each, an “Acquired Fund”), each a series of the Trust, providing for the reorganization of each Acquired Fund into a corresponding newly created series (each, an “Acquiring Fund”) of Zacks Trust. The reorganization of each Acquired Fund is subject to approval by its shareholders.

 

Each Acquiring Fund will have identical investment objectives, investment strategies and fundamental investment restrictions as its corresponding Acquired Fund. Following the reorganization, each Acquired Fund’s current investment advisor, Zacks Investment Management, Inc. (“Zacks Investment Management”), will continue to serve as investment advisor to each Acquiring Fund. In addition, each Acquiring Fund will have the same portfolio manager as the corresponding Acquired Fund.

 

The Plan provides for each Acquired Fund to transfer all of its assets to the corresponding Acquiring Fund in return for shares of the Acquiring Fund and the Acquiring Fund’s assumption of the Acquired Fund’s liabilities. Shareholders of each Acquired Fund will become shareholders of the corresponding Acquiring Fund, receiving shares of the Acquiring Fund equal in value to the shares of the Acquired Fund held by the shareholders prior to the reorganization. The reorganizations are not expected to result in the recognition of gain or loss by an Acquired Fund or its shareholders for federal tax purposes. Zacks Investment Management will bear the costs related to the reorganizations.

 

The shareholders of Zacks All-Cap Core Fund approved the Plan at a meeting held on November 16, 2023, and the shareholders of Zacks Small-Cap Core Fund and Zacks Dividend Fund approved the plan at a meeting held on December 15, 2023. The results of each shareholder meeting are reported on the Supplemental Information Pages. At the close of business on January 26, 2024, Zacks All-Cap Core Fund, Zacks Small-Cap Core Fund and Zacks Dividend Fund reorganized into Zacks Trust.

 

 44 

 

Zacks Funds
NOTES TO FINANCIAL STATEMENTS - Continued
November 30, 2023

 

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

 

      Long-Term
Capital Gain
   Short-Term
Capital Gain
   Income 
All-Cap Core Fund  Institutional Class  $6.25624   $-   $0.18448 
Small-Cap Core Fund  Investor Class   0.87436    0.64906    - 
Small-Cap Core Fund  Institutional Class   0.87436    0.64906    - 
Dividend Fund  Investor Class   0.91126    -    0.09824 
Dividend Fund  Institutional Class   0.91126    -    0.11097 

 

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

 

 45 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of

Investment Managers Series Trust

and the Shareholders of the Zacks Funds

 

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of the Zacks All-Cap Core Fund, Zacks Small-Cap Core Fund, and Zacks Dividend Fund (the “Funds”), each a series of Investment Managers Series Trust, including the schedules of investments, as of November 30, 2023, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, 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 Funds as of November 30, 2023, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and their 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 Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2007.

 

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

 

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 November 30, 2023 by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

 

   
  TAIT, WELLER & BAKER LLP
   
Philadelphia, Pennsylvania  
January 26, 2024  

 

 46 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited)

 

Long-Term Capital Gains Designation

For the fiscal year ended November 30, 2023, the All-Cap Core, Small-Cap Core and Dividend Income Funds designate $5,343,059, $2,688 and $9,296,006, respectively, as a 20% rate gain distribution for purposes of the dividends paid deduction.

 

Qualified Dividend Income

Pursuant to Section 854 of the Internal Revenue Code of 1986, the All-Cap Core, Small-Cap Core and Dividend Funds designate income dividends of 100%, 100% and 100%, respectively, as qualified dividend income paid during the fiscal year ended November 30, 2023.

 

Corporate Dividends Received Deduction

For the fiscal year ended November 30, 2023, 100%, 100% and 100% of the dividends paid from net investment income qualifies for the dividends received deduction available to corporate shareholders of the All-Cap Core, Small-Cap Core and Dividend Funds, respectively.

 

Results of Shareholder Meeting

At a meeting held on November 16, 2023, the shareholders of the Zacks All-Cap Core Fund approved the Agreement and Plan of Reorganization, pursuant to which the Zacks All-Cap Core Fund will reorganize into a corresponding new, identically-names series of Zacks Trust. The number of shares voted were as follows:

 

  Shares Voted % of Total Outstanding Shares Voted
For 770,676 46.10%
Against 3,713    0.22%
Abstain 80,412    4.81%
Total 854,801   51.13%

 

At a meeting held on December 15, 2023, the shareholders of the Zacks Small-Cap Core Fund approved the Agreement and Plan of Reorganization, pursuant to which the Zacks Smalll-Cap Core Fund will reorganize into a corresponding new, identically-names series of Zacks Trust. The number of shares voted were as follows:

 

  Shares Voted % of Total Outstanding Shares Voted
For 443,049 41.33%
Against 12,167    1.13%
Abstain 90,241    8.42%
Total 545,457 50.88%

 

At a meeting held on December 15, 2023, the shareholders of the Zacks Dividend Fund approved the Agreement and Plan of Reorganization, pursuant to which the Zacks Dividend Fund will reorganize into a corresponding new, identically-names series of Zacks Trust. The number of shares voted were as follows:

 

  Shares Voted % of Total Outstanding Shares Voted
For 3,209,594 40.58%
Against 43,541    0.55%
Abstain 714,481    9.08%
Total 3,967,616 50.17%

 

 47 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

Trustees and Officers Information

Additional information about the Trustees is included in the Funds’ Statement of Additional Information which is available, without charge, upon request by calling (888) 453-4003. The Trustees and officers of the Funds and their principal occupations during the past five years are as follows:

 

Name, Address, Year
of Birth and
Position(s) held with
Trust
Term of
Officec and
Length of
Time Served
Principal Occupation During the Past Five
Years and Other Affiliations

Number of
Portfolios in
the Fund
Complex

Overseen by
Trusteed

Other
Directorships
Held by
Trustee e
“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). 3 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). 3 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). 3

None.

 

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). 3 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.

 

 48 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

Name, Address, Year
of Birth and
Position(s) held with
Trust
Term of
Officec and
Length of
Time Served
Principal Occupation During the Past Five
Years and Other Affiliations

Number of
Portfolios in
the Fund
Complex

Overseen by
Trusteed

Other
Directorships
Held by
Trustee e
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).  3

Investment Managers Series Trust III, a registered investment company (includes 5 portfolios), Source Capital, Inc., a closed-end investment company.

 

 49 

 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

Name, Address, Year
of Birth and
Position(s) held with
Trust
Term of
Officec and
Length of
Time Served
Principal Occupation During the Past Five
Years and Other Affiliations

Number of
Portfolios in
the Fund
Complex

Overseen by
Trusteed

Other
Directorships
Held by
Trustee e
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

 

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 41 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 Funds do not hold themselves 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.

 

 50 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Board Consideration of Investment Advisory Agreement

At an in-person meeting held on September 19-20, 2023, the Board of Trustees (the “Board”) of Investment Managers Series Trust (the “Trust”), including the trustees who are not “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), reviewed and unanimously approved the renewal of the investment advisory agreement (the “Advisory Agreement”) between the Trust and Zacks Investment Management, Inc. (the “Investment Advisor”), with respect to the following series of the Trust (each a “Fund” and together, the “Funds”):

 

·Zacks All-Cap Core Fund (the “All-Cap Core Fund”),

 

·Zacks Dividend Fund (the “Dividend Fund”), and

 

·Zacks Small-Cap Core Fund (the “Small-Cap Core Fund”).

 

In light of the pending reorganization of the Funds out of the Trust, the Board and the Independent Trustees approved the renewal of the Advisory Agreement until March 31, 2024. In approving renewal of the Advisory Agreement, the Board, including the Independent Trustees, determined that such renewal was in the best interests of each Fund and its shareholders.

 

Background

In advance of the meeting, the Board received information about the Funds and the Advisory Agreement from the Investment Advisor and from Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the Investment Advisor’s organization and financial condition; information regarding the background, experience, and compensation structure of relevant personnel providing services to the Funds; information about the Investment Advisor’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; information regarding the profitability of the Investment Advisor’s overall relationship with the Funds; reports comparing the performance of each Fund with returns of its benchmark index and a group of comparable funds (each a “Peer Group”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”) from Morningstar, Inc.’s relevant fund universe (each a “Fund Universe”) for various periods ended June 30, 2023; and reports comparing the investment advisory fee and total expenses of each Fund with those of its Peer Group and Fund Universe. The Board also received a memorandum from legal counsel to the Trust discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed renewal of the Advisory Agreement. In addition, the Board considered information reviewed by the Board during the year at other Board and Board committee meetings. No representatives of the Investment Advisor were present during the Board’s consideration of the Advisory Agreement, and the Independent Trustees were represented by their legal counsel with respect to the matters considered.

 

In renewing the Advisory Agreement, the Board and the Independent Trustees considered a variety of factors, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.

 

 51 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Nature, Extent, and Quality of Services

The Board considered information included in the meeting materials regarding the performance of each Fund. The materials they reviewed indicated the following:

 

·The All-Cap Core Fund’s annualized total return for the five-year period was above the Peer Group and Large Blend Fund Universe median returns, but below the Russell 3000 Index return by 0.43%. For the ten-year period, the Fund’s annualized total return was above the Peer Group median return, but below the Fund Universe median return and the Russell 3000 Index return by 0.18% and 1.19%, respectively. The Fund’s annualized total return for the three-year period was above the Peer Group median return, but below the Fund Universe median return by 0.57% and the Russell 3000 Index return by 0.69%. The Fund’s total return for the one-year period was above the Peer Group median return, but below the Fund Universe median return and the Russell 3000 Index return by 1.60% and 2.24%, respectively. The Trustees observed that the Fund’s volatility of returns, as measured by its standard deviation, and its downside volatility, as measured by its Morningstar risk score, ranked it in the first or second quartile of the funds (which are the most favorable) in the Peer Group and Fund Universe for the one-, three-, five-, and ten-year periods.

 

·The Dividend Fund’s annualized total return for the five-year period was above the Large Value Fund Universe median return, but below the Peer Group median return and the Russell 1000 Value Index return by 0.02% and 0.39%, respectively. For the three-year period, the Fund’s annualized total return was below the Peer Group and Fund Universe median returns and the Russell 1000 Value Index return by 0.13%, 2.55%, and 2.64%, respectively. The Fund’s total return for the one-year period was below the Peer Group median return by 4.10%, the Fund Universe median return by 4.17%, and the Russell 1000 Value Index return by 5.97%. The Trustees considered the Investment Advisor’s assertion that the Fund’s underperformance was related to sector exposure. The Trustees also observed that the Fund’s volatility of returns, as measured by its standard deviation, and its downside volatility, as measured by its Morningstar risk score, ranked it in the first or second quartile of the funds (which are the most favorable) in the Peer Group and Fund Universe for the one-, three-, and five-year periods.

 

·The Small-Cap Core Fund’s annualized total returns for the one-, three-, and ten-year periods were above the Peer Group and Small Blend Fund Universe median returns and the Russell 2000 Index returns. The Fund’s annualized total return for the five-year period was above the Peer Group median return and the Russell 2000 Index return, but below the Fund Universe median return by 0.34%. The Trustees considered Broadridge’s observation that the Fund’s risk-adjusted returns were strong compared to the Peer Group and Fund Universe for all but the five-year period.

 

The Board also considered the overall quality of services provided by the Investment Advisor to the Funds. In doing so, the Board considered the Investment Advisor’s specific responsibilities in day-to-day management and oversight of the Funds, as well as the qualifications, experience, and responsibilities of the personnel involved in the activities of the Funds. The Board also considered the overall quality of the organization and operations of the Investment Advisor, as well as its compliance structure. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by the Investment Advisor to each Fund were satisfactory.

 

 52 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

Advisory Fees and Expense Ratios

With respect to the advisory fees and expenses paid by the Funds, the meeting materials indicated the following:

 

·The All-Cap Core Fund’s annual investment advisory fee (gross of fee waivers) was higher than the Peer Group and Large Blend Fund Universe medians by 0.05% and 0.22%, respectively. The Trustees noted that the Fund’s advisory fee was not in the highest quartile of those funds in the Peer Group. The Trustees also noted that the Fund’s advisory fee was within the range of advisory fees that the Investment Advisor charges institutional clients to manage separate accounts with similar objectives and policies as the Fund. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the Investment Advisor’s institutional clients. The Trustees also considered that the Fund’s advisory fee was within the range of advisory fees paid by other series of the Trust managed by the Investment Advisor.

 

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group median, but higher than the Fund Universe median by 0.31%. The Trustees noted, however, that the average net assets of the Fund were significantly lower than the average net assets of corresponding classes of funds in the Fund Universe, and that certain of those other funds also had significant assets in other classes.

 

·The Dividend Fund’s annual investment advisory fee (gross of fee waivers) was higher than the Peer Group and Large Value Fund Universe medians by 0.05% and 0.145%, respectively. The Trustees considered that the Fund’s advisory fee was not in the highest quartile of those funds in the Peer Group. The Trustees noted that the Fund’s advisory fee was within the range of advisory fees that the Investment Advisor charges institutional clients to manage separate accounts with similar objectives and policies as the Fund. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the Investment Advisor’s institutional clients. The Trustees also considered that the Fund’s advisory fee was within the range of advisory fees paid by other series of the Trust managed by the Investment Advisor.

 

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were higher than the Peer Group and Fund Universe medians by 0.07% and 0.30%, respectively. The Trustees noted, however, that the average net assets of the Fund’s class considered by Broadridge were significantly lower than the average net assets of corresponding classes of funds in the Fund Universe, and that certain of those other funds also had significant assets in other classes. The Board also considered the Investment Advisor’s observation that unlike many of the funds in the Peer Group, the Fund belongs to a smaller fund family and is not able to take advantage of economies of scale or support lower expense caps like other funds in the Peer Group.

 

·The Small-Cap Core Fund’s annual investment advisory fee (gross of fee waivers) was higher than the Peer Group and Small Blend Fund Universe medians by 0.075% and 0.125%, respectively. The Trustees considered that the Fund’s advisory fee was not in the highest quartile of those funds in the Peer Group and Fund Universe. The Trustees noted that the Fund’s advisory fee was within the range of advisory fees that the Investment Advisor charges institutional clients to manage separate accounts with similar objectives and policies as the Fund. The Trustees observed, however, that management of mutual fund assets requires compliance with certain requirements under the 1940 Act that do not apply to the Investment Advisor’s institutional clients. The Trustees also considered that the Fund’s advisory fee was within the range of advisory fees paid by other series of the Trust managed by the Investment Advisor.

 

 53 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were slightly higher than the Peer Group median by 0.02%, and higher than the Fund Universe median by 0.14%. The Trustees noted, however, that the average net assets of the Fund’s class considered by Broadridge were significantly lower than the average net assets of corresponding classes of funds in the Peer Group and Fund Universe, and that certain of those other funds also had significant assets in other classes.

 

The Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to the Investment Advisor under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services the Investment Advisor provides to the Funds.

 

Profitability, Benefits to the Investment Advisor, and Economies of Scale

The Board next considered information prepared by the Investment Advisor relating to its costs and profits with respect to each Fund for the year ended June 30, 2023, noting that the Investment Advisor had waived a significant portion of its advisory fee for the Small-Cap Core Fund; had waived a portion of its advisory fee for the All-Cap Core Fund; had recouped fees it previously waived for the Dividend Fund; and did not realize a profit with respect to the Small-Cap Core Fund. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board and the Independent Trustees concluded that the profits of the Investment Advisor from its relationships with the All-Cap Core Fund and Dividend Fund were reasonable.

 

The Board also considered the benefits received by the Investment Advisor and its affiliates as a result of the Investment Advisor’s relationship with the Funds, other than the receipt of its investment advisory fees, including any research received from broker-dealers providing execution services to the Funds, the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Investment Advisor’s compliance program, the intangible benefits of the Investment Advisor’s association with the Funds generally, and any favorable publicity arising in connection with the Funds’ performance. The Board noted that although there were no advisory fee breakpoints, the asset levels of the Funds were not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the assets of the Funds grow.

 

Conclusion

Based on these and other factors, and in light of the pending reorganization of the Funds out of the Trust, the Board and the Independent Trustees concluded that renewal of the Advisory Agreement was in the best interests of each Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement with respect to each Fund until March 31, 2024.

 

 54 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

Statement Regarding Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders. 

 

The Board of Trustees (the “Board”) of Investment Managers Series Trust (the “Trust”) met on September 19-20, 2023 (the “Meeting”), to review the liquidity risk management program (the “Fund Program”) applicable to the following series of the Trust (each, a “Fund” and together, the “Funds”) pursuant to the Liquidity Rule:

 

Zacks All-Cap Core Fund

Zacks Dividend Fund

Zacks Small-Cap Core Fund

 

The Board has appointed Zacks Investment Management, Inc., the investment adviser to the Funds, as the program administrator (“Program Administrator”) for the Fund Program. Under the Trust’s liquidity risk management program (the “Trust Program”), the Board has delegated oversight of the Trust Program to the Liquidity Oversight Committee (the “Oversight Committee”). At the Meeting, the Oversight Committee, on behalf of Program Administrator and the Funds, provided the Board with a written report (the “Report”) that addressed the operation, adequacy, and effectiveness of implementation of the Fund Program, and any material changes to it for the period from July 1, 2022 through June 30, 2023 (the “Program Reporting Period”).

 

In assessing the adequacy and effectiveness of implementation of the Fund Program, the Report discussed the following, among other things:

 

·The Fund Program’s liquidity classification methodology for categorizing each Fund’s investments;
·An overview of market liquidity for each Fund during the Program Reporting Period;
·Each Fund’s ability to meet redemption requests;
·Each Fund’s cash management;
·Each Fund’s borrowing activity, if any, in order to meet redemption requests;
·Each Fund’s compliance with the 15% limit of illiquid investments; and
·Each Fund’s status as a primarily highly liquid fund (“PHLF”), the effectiveness of the implementation of the PHLF standard, and whether it would be appropriate for each Fund to adopt a highly liquid investment minimum (“HLIM”).

 

The Report stated that the Funds primarily hold assets that are defined under the Liquidity Rule as "highly liquid investments," and therefore each Fund is not required to establish an HLIM. Highly liquid investments are defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment. The Report also stated that there were no material changes made to the Fund Program during the Program Reporting Period.

 

In the Report, the Program Administrator concluded that: (i) the Fund Program, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii) each Fund continues to qualify as a PHLF and therefore is not required to adopt an HLIM; (iii) during the Program Reporting Period, each Fund was able to meet redemption requests without significant dilution of remaining investors’ interests; and (iv) there were no weaknesses in the design or implementation of the Fund Program during the Program Reporting Period.

 

 55 

 

Zacks Funds
SUPPLEMENTAL INFORMATION (Unaudited) – Continued

 

There can be no assurance that the Fund Program will achieve its objectives in the future. Please refer to the Funds’ prospectus for more information regarding each Fund’s exposure to liquidity risk and other principal risks to which an investment in the Funds may be subject.

 

 56 

 

Zacks Funds
EXPENSE EXAMPLES
For the Six Months Ended November 30, 2023 (Unaudited)

 

Expense Examples

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs and redemption fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees (Investor Class only); 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 June 1, 2023 to November 30, 2023.

 

Actual Expenses

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

 

Hypothetical Example for Comparison Purposes

The information in the rows titled “Hypothetical (5% annual return before expenses)” of the tables 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 sales charges (load) or contingent deferred sales charges.  Therefore, the information in the rows 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.

 

Zacks All-Cap Core Fund Beginning
Account Value
Ending
Account Value
Expense Paid
During Period*
6/1/23 11/30/23 6/1/23 – 11/30/23
Institutional Class Actual Performance $1,000.00 $1,095.30 $5.25
  Hypothetical (5% annual return before expenses)   1,000.00   1,020.06 5.06

 

*Expenses are equal to the Fund’s annualized expense ratio of 1.00%, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the six-month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.

 

 57 

 

Zacks Funds
EXPENSE EXAMPLES - (Continued)
For the Six Months Ended November 30, 2023 (Unaudited)

 

Zacks Small-Cap Core Fund Beginning
Account Value
Ending
Account Value
Expense Paid
During Period*
6/1/23 11/30/23 6/1/23 – 11/30/23
Investor Class Actual Performance $1,000.00 $1,055.90 $7.16
  Hypothetical (5% annual return before expenses)   1,000.00 1,018.10 7.03
Institutional Class Actual Performance   $1,000.00 $1,057.20 $5.88
  Hypothetical (5% annual return before expenses)   1,000.00 1,019.35 5.77

 

*Expenses are equal to the Fund’s annualized expense ratios of 1.39% and 1.14% for Investor Class and Institutional Class, respectively, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the six-month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.

 

Zacks Dividend Fund Beginning
Account Value
Ending
Account Value
Expense Paid
During Period*
6/1/23 11/30/23 6/1/23 – 11/30/23
Investor Class Actual Performance $1,000.00     $1,069.00 $6.74
  Hypothetical (5% annual return before expenses)   1,000.00 1,018.55  6.58
Institutional Class Actual Performance

 $1,000.00

$1,068.90  $5.45
  Hypothetical (5% annual return before expenses)   1,000.00 1,019.80 5.32

 

*Expenses are equal to the Fund’s annualized expense ratio of 1.30% and 1.05% for Investor Class and Institutional Class shares, respectively, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the six-month period). The expense ratios reflect a recovery of previously waived fees. Assumes all dividends and distributions were reinvested.

 

 58 

 

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Zacks Funds

Each a series of Investment Managers Series Trust

 

Advisor

Zacks Investment Management, Inc.

227 West Monroe, Suite 4350

Chicago, Illinois 60606 

 

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, 10th 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
Zacks All-Cap Core Fund – Institutional Class CZOVX 461418 204
Zacks Small-Cap Core Fund – Investor  Class ZSCCX 461418 428
Zacks Small-Cap Core Fund – Institutional Class ZSCIX 46141P 313
Zacks Dividend Fund – Investor Class ZDIVX 46141P 321
Zacks Dividend Fund – Institutional  Class ZDIIX 46141Q 378

 

Privacy Principles of the Zacks Funds for Shareholders

 

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

 

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

 

 

 

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

 

Proxy Voting Policies and Procedures

A description of the Funds’ proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Funds at (888) 453-4003 or on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

 

Proxy Voting Record

Information regarding how the Funds voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling (888) 453-4003 or by accessing the Funds’ Form N-PX on the SEC’s website at www.sec.gov.

 

Fund Portfolio Holdings

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

 

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

 

Householding

The Funds will mail only one copy of shareholder documents, including prospectuses and notice of annual and semi-annual reports availability and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding” and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please call the Funds at (888) 453-4003.

 

Zacks Funds

P.O. Box 2175

Milwaukee, Wisconsin 53201

Toll Free: (888) 453-4003

 

 
 

 

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 (888) 453-4003.

 

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 11/30/2023 FYE 11/30/2022
Audit Fees $49,950 $48,300
Audit-Related Fees N/A N/A
Tax Fees $8,400 $8,400
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 11/30/2023 FYE 11/30/2022
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 11/30/2023 FYE 11/30/2022
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 02/08/24  

 

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 02/08/24  
     
By (Signature and Title) /s/ Rita Dam  
  Rita Dam, Treasurer/Chief Financial Officer  
     
Date 02/08/24