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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)
(414)
299-2295
Registrant’s
telephone number, including area code
Date of fiscal year end: December
31,
Date of reporting period: December
31, 2023
Item 1. Report to Stockholders.
(a) | The registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is as follows: |
Bramshill
Multi-Strategy Income Fund
(formerly,
Braddock Multi-Strategy Income Fund)
(Class
A: BDKAX)
(Class
C: BDKCX)
(Institutional
Class: BDKNX)
ANNUAL
REPORT
DECEMBER
31, 2023
Bramshill
Multi-Strategy Income Fund
A series
of Investment Managers Series Trust
Table of Contents
Shareholder Letter | 1 |
Fund Performance | 4 |
Schedule of Investments | 6 |
Statement of Assets and Liabilities | 12 |
Statement of Operations | 13 |
Statements of Changes in Net Assets | 14 |
Financial Highlights | 15 |
Notes to Financial Statements | 18 |
Report of Independent Registered Public Accounting Firm |
31 |
Supplemental Information | 32 |
Expense Example | 36 |
This
report and the financial statements contained herein are provided for the general information of the shareholders of the Bramshill
Multi-Strategy Income Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded
or accompanied by an effective prospectus.
www.libertystreetfunds.com
Dear Shareholders:
The Bramshill
Multi-Strategy Income Fund (“the Fund”), as measured by the Institutional Share Class (BDKNX), outperformed the Bloomberg
U.S. Aggregate Bond Index (“AGG Index”) by approximately 645 basis points (11.98% versus 5.53%) for the full year
of 2023. BDKNX underperformed the ICE Bank of America Merrill Lynch U.S. Cash Pay High Yield Index (“HY Index”) by
-1.49% for the full year of 2023, despite outperforming it by 2.34% through the first three quarters of 2023. This underperformance
of the Fund versus the HY Index, predominantly in the fourth quarter of 2023, was due to the fact that it is both shorter in duration
and contains a considerable amount of floating-rate debt versus the Index. As a result, the Fund did not perform as well as the
HY Index during the unanticipated rally in longer-dated U.S. Treasuries during the fourth quarter. Further, corporate high yield
spreads tightened much more considerably during the fixed income rally throughout the fourth quarter as the market took a risk-on
approach for credit while the fear of recession diminished contributing to the HY Index outperformance relative to the investments
in the Fund.
The Fund
focused on residential mortgage related investments. Fundamentally, housing
and consumers remained solid from a historical perspective last year which benefited our investments. Technically, credit spreads
on such securitized product investments remained firm and/or tightened since the regional banking crisis occurred in the first
quarter of 2023. Throughout 2023, we remained wary of investments in lower credits and/or with longer durations without
compensating factors for such investments. We accomplished this by generally investing in seasoned vintages (2021 or earlier)
within securitized product sectors that are secured by residential properties in the U.S.
The Fund’s
highest conviction areas within securitized products in 2023 were in seasoned Residential Credit Risk Transfer RMBS (32.5%), Single
Family Rental RMBS (17.4%), and (non-legacy) Prime Jumbo RMBS (16.7%)¹, all of which exhibited strong fundamentals. We feel
that the combination of significant home equity, relatively low Loan-to-Value ratios, high quality borrowers and limited housing
supply should benefit these residential securitized product sectors, which should result in them outperforming other sectors during
a market correction. Further, throughout 2023, securitized products were generally cheaper than corporate debt products, and market
technicals allowed us to enter into positions at extremely attractive entry points at discounted prices and higher yields on a
relative basis. All-in yields in securitized product credits have more
than doubled across the capital structure within many sectors of the market due to the sharp move in benchmark yields since the
beginning of 2022, however, credit spreads never approached the wides that were expected to be reached in previous recessionary
cycles. Our view is that recessionary signals are similar or worse now compared to last year when the regional banking crisis
contagion, which almost caused a recession here in the U.S., was narrowly averted primarily through U.S. government intervention.
As such, we remained vigilant and invested in securities which offered access to diversification into “stronger,”
seasoned pools of consumer credit-related assets versus “weaker” corporate credits which are more highly levered entering
into a recessionary environment (i.e., lower anticipated revenues and earnings).
We believe
the Fund’s current portfolio offers compelling relative value on credit assets with high yield, low duration and robust
coupons that we expect to continue to provide good carry as the U.S. Federal Reserve may continue to hold rates at levels higher
than where the market anticipates.
Regards,
Bramshill Investments, LLC
1 | Figures represent portfolio allocation as of 12/31/2023 |
IMPORTANT RISKS AND DISCLOSURES
The views
expressed in this report reflect those of the Fund’s Sub-Advisor as of the date this is written and may not reflect its
views on the date this report is first published or anytime thereafter. These views are intended to assist shareholders in understanding
the Fund’s investment methodology and do not constitute investment advice. This report may contain discussions about investments
that may or may not be held by the Fund as of the date of this report. All current and future holdings are subject to risk and
to change. To the extent this report contains forward looking statements, unforeseen circumstances may cause actual results to
differ materially from the views expressed as of the date this is written.
An investment
in the Bramshill Multi-Strategy Income Fund is subject to risk, including the possible loss of principal amount invested and including,
but not limited to, the following risks: Market Risk: the market price of a security may decline, sometimes rapidly or
unpredictably, due to general market conditions that are not specifically related to a particular issuer, company, or asset class.
Fixed income/interest rate: Generally, fixed income securities decrease in value if interest rates rise, and increase in
value if interest rates fall. High Yield (“Junk”) bond: involve greater risk of default, downgrade, or price
declines, can be more volatile and less liquid than investment-grade securities. Securitized Products: such as mortgage-backed
and asset-backed securities, are subject to prepayment risk, “extension risk” (repaid more slowly), credit risk, liquidity
and default risks. Liquidity: the Fund may not be able to sell some or all of the investments that it holds due to a lack
of demand in the marketplace or it may only be able to sell those investments at a loss. Liquid investments may become illiquid
or less liquid after purchase by the Fund, Illiquid investments may be harder to value, especially in changing markets. Valuation:
From time to time, the Fund will need to fair-value portfolio securities at prices that differ from third party pricing inputs.
This may affect purchase price or redemption proceeds for investors who purchase or redeem Fund shares on days when the Fund is
pricing or holding fair-valued securities. Such pricing differences can be significant and can occur quickly during times of market
volatility. Credit Risk: If an issuer or guarantor of a debt security held by the Fund or a counterparty to a financial
contract with the Fund defaults or is downgraded or is perceived to be less creditworthy, the value of the Fund’s portfolio
will typically decline. The Fund’s securities are generally not guaranteed by any governmental agency. Real estate market:
property values may fall due to various economic factors. Management and Strategy: the evaluation and selection of
the Fund’s investments depend on the judgment of the Fund’s Sub-Advisor, which may prove to be incorrect. Government
Securities: securities issued or guaranteed by the U.S. government or its agencies (such as securities issued by Ginnie Mae,
Fannie Mae, or Freddie Mac) are subject to market risk, interest rate risk and credit risk. Sector: emphasis of the Fund’s
portfolio on a specific sector may present more risks than if the portfolio were broadly diversified over numerous sectors. Collateralized
Loan Obligations: subject to interest rate, credit, asset manager, legal, regulatory, limited recourse, liquidity, redemption,
and reinvestment risks. Recent Market Events: Periods of market volatility may occur in response to market events and other
economic, political, and global macro factors, such as the Covid-19 pandemic, government actions to mitigate its effects, and
the rise of inflation, could adversely affect the value and liquidity of the Fund’s investments. Non-diversification:
focus in the securities of fewer issuers, which exposes the Fund to greater market risk than if its assets were diversified
among a greater number of issuers. Repurchase agreement: may be subject to market and credit risk. Reverse repurchase
agreement: risks of leverage and counterparty risk. Leverage: The use of leverage may magnify the Fund’s gains
and losses and make the Fund more volatile. Derivatives: derivative instruments (e.g. short sells, options, futures) involve
risks different from direct investment in the underlying assets, including possible losses in excess of amount invested or any
gain in portfolio positions. Municipal Bonds: payment of principal and interest on these obligations may be adversely affected
by a variety of factors at the state or local level. Leveraged Loan: subject to the risks typically associated with debt
securities, and may be more credit sensitive. Equity: The value of equity securities may fall
due to general market and economic conditions, perceptions regarding the real estate industry, or factors relating to specific
companies. Preferred Stock: subject to company-specific and market risks applicable generally to equity securities and
is also sensitive to changes in the company’s creditworthiness, and changes in interest rates. ETF: Investing
in an ETF will provide the Fund with exposure to the securities comprising the index on which the ETF is based and will expose
the Fund to risks similar to those of investing directly in those securities. LIBOR: Many financial instruments use a floating
rate based on the London Interbank Offered Rate (“LIBOR”), which is being phased out. Any effects of the transition
away from LIBOR could result in losses.
The Bloomberg
Aggregate Bond Index measures the investment grade, US dollar-denominated, fixed-rate taxable bond market. The index includes
Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities and commercial mortgage-backed
securities. Index Inception: 1/1/1986. The ICE Bank of America Merrill Lynch U.S. Cash Pay U.S. High Yield Index tracks
the performance of US dollar denominated below investment grade corporate debt publicly issued in the US domestic market. Qualifying
securities must have a below investment grade rating, at least 18 months to final maturity at the time of issuance, at least 1
year remaining term to final maturity as of the rebalancing date, a fixed coupon schedule and a minimum amount outstanding of
$100 million. Index Inception: 5/31/1992. It is not possible to invest in an index.
Basis
points: one hundredth of one percent, used chiefly in expressing differences of interest rates. Carry: increase in
bond’s value due to coupons that the bond pays into the account regularly over time. Coupon
refers to the annual interest paid on a bond.
Coupons are expressed as a percentage of the face value and are paid from the issue date until maturity. Credit
spreads are the difference between the quoted rates of return on two different investments, usually
of different credit qualities but similar maturities. Duration is the sensitivity of a bond’s price against
the benchmark yield curve. Loan-to-Value ratio
is an assessment of lending risk assessment that financial institutions and other lenders examine before approving a mortgage.
Typically, assessments with high LTV ratios are higher risk.
Bramshill Multi-Strategy Income Fund
FUND
PERFORMANCE at December 31, 2023 (Unaudited)
The Fund
commenced investment operations on December 31, 2015, after the conversion of a limited partnership account, Braddock Structured
Opportunities Fund Series A, L.P. (the “Predecessor Account”) into Institutional Class shares of the Fund. The Predecessor
Account’s performance is no longer included in the Fund’s performance. From the Fund’s inception through November
30th, 2022, the Fund’s portfolio was managed by the Fund’s prior sub-advisor, Braddock Financial LLC. As of December
1st, 2022, Bramshill Investments, LLC is the Fund’s sub-advisor.
This graph
compares a hypothetical $1,000,000 investment in the Fund’s Institutional Class during the periods shown with a similar
investment in the Bloomberg Aggregate Bond Index and the ICE BofA Merrill Lynch U.S. Cash Pay U.S. High Yield Index. The performance
graph above is shown for the Fund’s Institutional Class shares; Class A shares and Class C shares performance may vary.
Results include the reinvestment of all dividends and capital gains.
The Bloomberg
Aggregate Bond Index measures the investment grade, US dollar-denominated, fixed-rate taxable bond market. The ICE BofA Merrill
Lynch U.S. Cash Pay U.S. High Yield Index tracks the performance of US dollar denominated below investment grade corporate debt
publicly issued in the US domestic market. These indices do not reflect expenses, fees or sales charge, which would lower performance.
The indices are unmanaged and it is not possible to invest in an index.
Average Annual Total Return as of December 31, 2023 |
1 Year |
5 Years |
Since Inception |
Inception Date |
Before deducting maximum sales charge | ||||
Class A¹ |
11.70% | -4.51% | -0.90% | 12/31/15 |
Class C² |
10.88% | -5.24% | -1.65% | 12/31/15 |
Institutional Class³ |
11.98% | -4.28% | -0.66% | 12/31/15 |
After deducting maximum sales charge |
||||
Class A¹ |
6.99% | -5.34% | -1.64% | 12/31/15 |
Class C² |
9.88% | -5.24% | -1.65% | 12/31/15 |
Bloomberg Aggregate Bond Index |
5.53% | 1.10% | 1.46% | 12/31/15 |
ICE BofA Merrill Lynch U.S. Cash Pay U.S. High Yield Index |
13.47% | 5.24% | 5.98% | 12/31/15 |
Bramshill
Multi-Strategy Income Fund
FUND
PERFORMANCE at December 31, 2023 (Unaudited) – Continued
1 | Maximum initial sales charge for Class A shares is 4.25%. No initial sales charge applies to purchase of $1 million or more, but a contingent deferred sales charge (“CDSC”) of 1.00% will be charged on certain Class A Share purchases of $1 million or more that are redeemed in whole or in part within 12 months of the date of purchase. |
2 | A CDSC of 1.00% will be charged on Class C share purchases that are redeemed in whole or in part within 12 months of purchase. |
3 | Institutional Class shares do not have any initial or contingent deferred sales charge. |
The performance
data quoted here represents past performance and past performance is not a guarantee of future results. Investment return and
principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost.
Current performance may be lower or higher than the performance information quoted. The most recent month end performance may
be obtained by calling (800) 207-7108.
The gross
and net expense ratios for Class A shares were 1.84% and 1.79%, respectively, for Class C shares were 2.59% and 2.54%, respectively,
and for Institutional Class shares were 1.59% and 1.54%, respectively, which were stated in the current prospectus dated April
30, 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 (excluding any taxes, leverage interest, brokerage commissions, dividend and interest
expenses of 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 1.75%, 2.50%, and 1.50%
of the average daily net assets of the Class A shares, Class C shares, and Institutional Class shares, respectively. This agreement
is in effect until April 30, 2024, and it may be terminated before that date only by the Trust’s Board of Trustees. In the
absence of such waivers, the Fund’s returns would be lower.
Returns
reflect the reinvestment of distributions made by the Fund, if any. The graph and the performance table above do not reflect the
deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Bramshill
Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS
As
of December 31, 2023
Principal Amount |
Value | |||||||
ASSET-BACKED SECURITIES — 51.6% | ||||||||
$ | 104,366,092 |
Ally Auto Receivables Trust 2023-1 0.000%, 4/15/20341,2 |
$ | 4,357,806 | ||||
8,403,267 |
Alternative Loan Trust 2005-62 0.028%, 12/25/20352,3,4 |
16,292 | ||||||
AMSR 2019-SFR1 Trust | ||||||||
100,000 | 4.857%, 1/19/20391 | 92,251 | ||||||
1,000,000 | 6.040%, 1/19/20391 | 943,215 | ||||||
5,144,424 |
AMSR 2020-SFR1 Trust 8.193%, 4/17/20371,2 |
5,061,130 | ||||||
5,000,000 |
AMSR 2020-SFR2 Trust 5.250%, 7/17/20371,2 |
4,702,060 | ||||||
2,000,000 |
AMSR 2020-SFR3 Trust 6.500%, 9/17/20371 |
1,922,118 | ||||||
250,000 |
AMSR 2020-SFR4 Trust 4.002%, 11/17/20371 |
233,972 | ||||||
B2R Mortgage Trust 2015-1 | ||||||||
1,600,000 | 4.831%, 5/15/20481,2,4 | 1,575,245 | ||||||
951,966 | 4.272%, 5/15/20481,2 | 942,367 | ||||||
1,750,000 |
Eagle 9.587%, |
1,800,757 | ||||||
FirstKey Homes 2020-SFR1 Trust | ||||||||
600,000 | 3.638%, 8/17/20371 | 566,291 | ||||||
5,000,000 | 4.781%, 8/17/20371 | 4,708,880 | ||||||
1,665,000 |
FirstKey Homes 2020-SFR2 Trust 3.017%, 10/19/20371 |
1,549,158 | ||||||
Freddie Mac Structured Agency Credit Risk Debt Notes | ||||||||
4,790,335 | 14.652%, (30-Day SOFR Average+932 basis points), 10/25/20272,5 | 5,134,352 | ||||||
1,440,272 | 13.002%, (30-Day SOFR Average+767 basis points), 12/25/20272,5 | 1,505,740 | ||||||
3,141,490 | 7.952%, (30-Day SOFR Average+261 basis points), 12/25/20422,5 | 3,249,219 | ||||||
214,470 | 8.452%, (30-Day SOFR Average+311 basis points), 12/25/20422,5 | 155,359 | ||||||
5,561,599 | 3.787%, 2/25/20481,2,4 | 3,623,547 | ||||||
2,190,445 | 3.842%, 5/25/20481,2,4 | 1,460,391 | ||||||
4,994,619 | 4.155%, 8/25/20481,2,4 | 3,593,748 | ||||||
1,832,346 | 4.511%, 11/25/20481,2,4 | 1,164,841 | ||||||
2,127,000 | 9.652%, (30-Day SOFR Average+432 basis points), 2/25/20471,2,5 | 2,339,923 | ||||||
3,100,000 | 9.502%, (30-Day SOFR Average+416 basis points), 2/25/20491,2,5 | 3,348,750 | ||||||
JP Morgan Wealth Management | ||||||||
984,069 | 8.087%, (30-Day SOFR Average+275 basis points), 3/25/20511,2,5 | 921,885 | ||||||
1,049,264 | 9.187%, (30-Day SOFR Average+385 basis points), 3/25/20511,2,5 | 990,462 | ||||||
2,302,000 | 12.238%, (30-Day SOFR Average+690 basis points), 3/25/20511,2,5 | 2,153,094 | ||||||
JPMorgan Chase Bank N.A. – CACLN | ||||||||
5,300,000 | 9.812%, 2/26/20291,2 | 5,239,410 | ||||||
225,306 | 1.024%, 9/25/20281,2 | 221,407 | ||||||
185,877 | 2.365%, 9/25/20281,2 | 183,100 |
Bramshill Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As
of December 31, 2023
Principal Amount |
Value | |||||||
ASSET-BACKED SECURITIES (Continued) | ||||||||
$ | 273,130 | 0.969%, 12/26/20281,2 | $ | 267,033 | ||||
518,947 | 2.280%, 12/26/20281,2 | 508,895 | ||||||
Progress Residential 2019-SFR3 Trust | ||||||||
2,000,000 | 4.116%, 9/17/20361 | 1,944,702 | ||||||
1,228,000 | 3.867%, 9/17/20361 | 1,197,238 | ||||||
2,320,000 |
Progress Residential 2019-SFR4 Trust 3.927%, 10/17/20361 |
2,250,813 | ||||||
1,490,000 |
Progress Residential 2020-SFR1 Trust 5.268%, 4/17/20371 |
1,413,131 | ||||||
Progress Residential 2020-SFR3 Trust | ||||||||
1,750,000 | 2.296%, 10/17/20271 | 1,620,332 | ||||||
315,000 | 2.796%, 10/17/20271 | 292,620 | ||||||
3,250,000 | 6.234%, 10/17/20271 | 3,136,390 | ||||||
1,879,020 |
Progress Residential 2021-SFR1 5.004%, 4/17/20381 |
1,684,506 | ||||||
1,049,000 |
Progress Residential 2021-SFR2 Trust 4.998%, 4/19/20381,2 |
961,826 | ||||||
1,739,672 |
Progress Residential 2021-SFR3 4.750%, 5/17/20261 |
1,564,423 | ||||||
2,350,000 |
Radnor 8.470%, |
2,413,891 | ||||||
4,933,326 |
Redwood Funding Trust 2023-1 7.500%, 7/25/20591,2,6 |
4,910,648 | ||||||
735,170 |
RESI 7.122%, |
695,040 | ||||||
3,500,000 |
RMF Buyout Issuance Trust 2021-HB1 6.000%, 11/25/20311,2,4 |
2,968,070 | ||||||
2,000,000 |
Triangle 10.971%, |
2,062,469 | ||||||
Western Mortgage Reference Notes Series 2021-CL2 | ||||||||
5,316,290 | 10.687%, (30-Day SOFR Average+535 basis points), 7/25/20591,2,5 | 5,245,413 | ||||||
1,690,065 | 11.838%, (30-Day SOFR Average+650 basis points), 7/25/20591,2,5 | 1,647,964 | ||||||
4,830,399 | 9.037%, (30-Day SOFR Average+370 basis points), 7/25/20591,2,5 | 4,896,604 | ||||||
10,288,750 | 9.437%, (30-Day SOFR Average+410 basis points), 7/25/20591,2,5 | 10,426,899 | ||||||
TOTAL ASSET-BACKED SECURITIES | ||||||||
(Cost $116,485,555) | 115,865,677 | |||||||
COLLATERALIZED MORTGAGE OBLIGATIONS — 32.8% | ||||||||
1,958,055 |
Chase Home Lending Mortgage Trust 2019-ATR1 4.411%, 4/25/20491,2,4 |
1,735,330 | ||||||
Chase Mortgage Finance Corp. | ||||||||
2,158,000 | 11.837%, (30-Day SOFR Average+650 basis points), 2/25/20501,2,5 | 1,991,481 | ||||||
1,659,192 | 6.537%, (30-Day SOFR Average+120 basis points), 2/25/20501,2,5 | 1,558,081 | ||||||
7,190,311 |
CHL 0.000%, |
431 |
Bramshill Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As of December 31, 2023
Principal Amount |
Value | |||||||
COLLATERALIZED MORTGAGE OBLIGATIONS (Continued) | ||||||||
$ | 2,839,339 |
CIM Trust 2018-J1 3.663%, 3/25/20481,2,4 |
$ | 1,881,372 | ||||
1,993,000 |
CIM Trust 2019-J1 3.942%, 8/25/20491,2,4 |
1,283,237 | ||||||
464,825 |
CIM Trust 2021-J3 2.616%, 6/25/20511,2,4 |
351,035 | ||||||
2,116,000 |
Connecticut Avenue Securities Trust 2020-SBT1 12.052%, (30-Day SOFR Average+671 basis points), 2/25/20401,2,5 |
2,232,956 | ||||||
8,200,000 |
Fannie Mae Connecticut Avenue Securities 14.702%, (30-Day SOFR Average+937 basis points), 11/25/20391,2,5 |
8,958,257 | ||||||
4,342,466 |
FARM Mortgage Trust 2021-1 3.240%, 7/25/20511,2,4 |
3,137,228 | ||||||
7,792,183 |
FARM Mortgage Trust 2023-1 3.032%, 3/25/20521,2,4 |
5,483,742 | ||||||
660,000 |
FirstKey Homes 2020-SFR1 Trust 4.284%, 8/17/20371 |
627,149 | ||||||
3,370,250 |
Flagstar Mortgage Trust 2021-9INV 2.500%, 9/25/20411,2,4 |
2,903,713 | ||||||
Freddie Mac Multifamily Structured Pass-Through Certificates | ||||||||
12,736,000 | 2.348%, 2/25/20472,3,4 | 1,273,817 | ||||||
19,553,038 | 4.843%, 3/25/20562,3,4 | 4,453,249 | ||||||
7,000,000 | 4.784%, 9/25/20552,3,4 | 1,647,516 | ||||||
Galton Funding Mortgage Trust 2017-1 | ||||||||
3,851,447 | 4.710%, 11/25/20571,2,4 | 3,461,930 | ||||||
2,535,000 | 4.710%, 11/25/20571,2,4 | 1,788,747 | ||||||
2,707,255 | 4.710%, 11/25/20571,2,4 | 1,497,965 | ||||||
Galton Funding Mortgage Trust 2018-2 | ||||||||
4,670,759 | 4.714%, 10/25/20581,2,4 | 3,503,430 | ||||||
3,847,000 | 4.714%, 10/25/20581,2,4 | 2,773,449 | ||||||
1,977,000 |
JP Morgan Mortgage Trust 2016-3 3.283%, 10/25/20461,2,4 |
1,386,166 | ||||||
2,818,950 |
JP Morgan Mortgage Trust 2017-1 3.450%, 1/25/20471,2,4 |
2,400,402 | ||||||
1,615,798 |
JP Morgan Mortgage Trust 2017-2 3.646%, 5/25/20471,2,4 |
1,451,796 | ||||||
JP Morgan Mortgage Trust 2020-8 | ||||||||
782,828 | 3.505%, 3/25/20511,2,4 | 606,003 | ||||||
855,000 | 3.505%, 3/25/20511,2,4 | 405,473 | ||||||
1,882,756 | 3.505%, 3/25/20511,2,4 | 701,256 | ||||||
2,451,507 |
JP Morgan Seasoned Mortgage Trust 2014-1 5.983%, 5/25/20331,2,4 |
2,313,559 | ||||||
1,346,268 |
JP Morgan Trust 2015-1 6.678%, 12/25/20441,2,4 |
1,329,510 |
Bramshill Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As
of December 31, 2023
Principal Amount |
Value | |||||||
COLLATERALIZED MORTGAGE OBLIGATIONS (Continued) | ||||||||
$ | 4,839,112 |
LSTAR 8.830%, |
$ | 4,836,589 | ||||
Morgan Stanley Residential Mortgage Loan Trust 2021-2 | ||||||||
1,640,832 | 2.896%, 5/25/20511,2,4 | 1,081,767 | ||||||
1,500,000 | 2.896%, 5/25/20511,2,4 | 621,845 | ||||||
1,251,254 | 2.704%, 5/25/20511,2,4 | 399,787 | ||||||
518,158 |
NRP 3.280%, |
491,735 | ||||||
Oceanview Mortgage Trust 2021-1 | ||||||||
1,543,000 | 2.722%, 5/25/20511,2,4 | 718,764 | ||||||
772,000 | 2.722%, 5/25/20511,2,4 | 309,501 | ||||||
Oceanview Mortgage Trust 2021-3 | ||||||||
1,406,000 | 2.712%, 6/25/20511,2,4 | 651,154 | ||||||
527,000 | 2.712%, 6/25/20511,2,4 | 210,190 | ||||||
1,982,724 |
Sequoia 3.711%, |
1,218,745 | ||||||
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS | ||||||||
(Cost $74,831,940) | 73,678,357 | |||||||
CORPORATE BONDS — 0.0% | ||||||||
FINANCIALS — 0.0% | ||||||||
750,000 |
First 0.000% |
— | ||||||
TOTAL FINANCIALS | ||||||||
(Cost $6,456) | — | |||||||
TOTAL CORPORATE BONDS | ||||||||
(Cost $6,456) | — | |||||||
U.S. TREASURY BILLS — 4.6% | ||||||||
10,435,000 | United States Treasury Bill 0.000%, 5/16/2024 |
10,235,117 | ||||||
TOTAL U.S. TREASURY BILLS | ||||||||
(Cost $10,227,250) | 10,235,117 |
Number of Shares |
||||||||
SHORT-TERM INVESTMENTS — 10.7% | ||||||||
24,020,627 | Morgan Stanley Institutional Liquidity Fund – Government Portfolio, 5.195%9 | 24,020,627 | ||||||
TOTAL SHORT-TERM INVESTMENTS | ||||||||
(Cost $24,020,627) | 24,020,627 | |||||||
TOTAL INVESTMENTS — 99.7% | ||||||||
(Cost $225,571,828) | 223,799,778 | |||||||
Other Assets in Excess of Liabilities — 0.3% | 661,422 | |||||||
TOTAL NET ASSETS — 100.0% | $ | 224,461,200 |
Bramshill Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As of December 31, 2023
LP
– Limited Partnership
1 | Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted and may be resold in transactions exempt from registration normally to qualified institutional buyers. The total value of these securities is $172,108,059, which represents 76.7% of total net assets of the Fund. |
7 | Level 3 securities fair valued under procedures established by the Board of Trustees, represents 0.0% of Net Assets. The total value of these securities is $0. |
9 | The rate is the annualized seven-day yield at period end. |
* | Non-income producing security. |
See
accompanying Notes to Financial Statements.
Bramshill
Multi-Strategy Income Fund
SUMMARY
OF INVESTMENTS
As
of December 31, 2023
Security Type/Sector | Percent of Total Net Assets |
|||
Corporate Bonds | 0.0 | % | ||
Financials | 0.0 | % | ||
Total Corporate Bonds | 0.0 | % | ||
Asset-Backed Securities | 51.6 | % | ||
Collateralized Mortgage Obligations | 32.8 | % | ||
U.S. Treasury Bills | 4.6 | % | ||
Short-Term Investments | 10.7 | % | ||
Total Investments | 99.7 | % | ||
Other Assets in Excess of Liabilities | 0.3 | % | ||
Total Net Assets | 100.0 | % |
See
accompanying Notes to Financial Statements.
Bramshill
Multi-Strategy Income Fund
STATEMENT OF ASSETS AND LIABILITIES
As of December 31, 2023
Assets: | ||||
Investments, at value (cost $225,571,828) | $ | 223,799,778 | ||
Cash | 260 | |||
Receivables: | ||||
Fund shares sold | 171,502 | |||
Dividends and interest | 830,216 | |||
Prepaid expenses | 32,376 | |||
Callable bond proceeds (Note 11) | 24,547 | |||
Total assets | 224,858,679 | |||
Liabilities: | ||||
Payables: | ||||
Fund shares redeemed | 44,614 | |||
Advisory fees | 229,079 | |||
Shareholder servicing fees (Note 7) | 3,150 | |||
Distribution fees – Class A & Class C (Note 6) | 4,327 | |||
Fund services fees | 58,700 | |||
Auditing fees | 24,607 | |||
Trustees’ deferred compensation (Note 3) | 17,908 | |||
Commitment fees payable (Note 12) | 8,133 | |||
Chief Compliance Officer fees | 2,805 | |||
Accrued other expenses | 4,156 | |||
Total liabilities | 397,479 | |||
Commitments and contingencies (Note 3) | ||||
Net Assets | $ | 224,461,200 | ||
Components of Net Assets: | ||||
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized) | $ | 264,256,031 | ||
Total distributable earnings (accumulated deficit) | (39,794,831 | ) | ||
Net Assets | $ | 224,461,200 | ||
Maximum Offering Price per Share: | ||||
Class A Shares: | ||||
Net assets applicable to shares outstanding | $ | 4,548,994 | ||
Shares of beneficial interest issued and outstanding | 707,027 | |||
Redemption price1 | $ | 6.43 | ||
Maximum sales charge (4.25% of offering price)2 | 0.29 | |||
Maximum offering price to public | $ | 6.72 | ||
Class C Shares: | ||||
Net assets applicable to shares outstanding | $ | 3,973,391 | ||
Shares of beneficial interest issued and outstanding | 619,620 | |||
Redemption price3 | $ | 6.41 | ||
Institutional Class Shares: | ||||
Net assets applicable to shares outstanding | $ | 215,938,815 | ||
Shares of beneficial interest issued and outstanding | 33,560,768 | |||
Redemption price | $ | 6.43 |
1 | A Contingent Deferred Sales Charge (“CDSC”) of 1.00% may be imposed on certain purchases of $1 million or more that are redeemed in whole or in part within 12 months of purchase. |
2 | On sales of $50,000 or more, the sales charge will be reduced and no initial sales charge is applied to purchases of $1 million or more. |
3 | A Contingent Deferred Sales Charge (“CDSC”) of 1.00% may be imposed on certain purchases that are redeemed in whole or in part within 12 months of purchase. |
See
accompanying Notes to Financial Statements.
Bramshill
Multi-Strategy Income Fund
STATEMENT
OF OPERATIONS
For
the Year Ended December 31, 2023
Investment income: | ||||
Interest | $ | 13,259,459 | ||
Total investment income | 13,259,459 | |||
Expenses: | ||||
Advisory fees | 2,048,405 | |||
Shareholder servicing fees (Note 7) | 77,471 | |||
Distribution fees – Class A (Note 6) | 9,799 | |||
Distribution fees – Class C (Note 6) | 47,368 | |||
Fund services fees | 254,199 | |||
Registration fees | 51,826 | |||
Legal fees | 44,697 | |||
Auditing fees | 25,306 | |||
Credit facility interest (Note 12) | 20,826 | |||
Chief Compliance Officer fees | 19,568 | |||
Shareholder reporting fees | 18,101 | |||
Trustees’ fees and expenses | 11,354 | |||
Insurance fees | 3,962 | |||
Miscellaneous | 1,843 | |||
Dividends and interest on securities sold short | 3 | |||
Total expenses | 2,634,728 | |||
Advisory fees recovered (waived) | (98,647 | ) | ||
Net expenses | 2,536,081 | |||
Net investment income (loss) | 10,723,378 | |||
Realized and Unrealized Gain (Loss) on: | ||||
Net realized gain (loss) on: | ||||
Investments | (2,449,680 | ) | ||
Purchased options contracts | (402,259 | ) | ||
Net realized gain (loss) on: | (2,851,939 | ) | ||
Net change in unrealized appreciation/depreciation on: | ||||
Investments | 10,164,786 | |||
Purchased options contracts | 378,544 | |||
Net change in unrealized appreciation/depreciation | 10,543,330 | |||
Net realized and unrealized gain (loss) | 7,691,391 | |||
Net Increase (Decrease) in Net Assets from Operations | $ | 18,414,769 |
See
accompanying Notes to Financial Statements.
Bramshill
Multi-Strategy Income Fund
STATEMENTS
OF CHANGES IN NET ASSETS
For the Year Ended December 31, 2023 |
For the Year Ended December 31, 2022 |
|||||||
Increase (Decrease) in Net Assets from: | ||||||||
Operations: | ||||||||
Net investment income (loss) | $ | 10,723,378 | $ | 10,210,892 | ||||
Net realized gain (loss) on investments and purchased options contracts | (2,851,939 | ) | (12,931,096 | ) | ||||
Net change in unrealized appreciation/depreciation on investments and purchased options contracts | 10,543,330 | (27,030,367 | ) | |||||
Net increase (decrease) in net assets resulting from operations | 18,414,769 | (29,750,571 | ) | |||||
Distributions to Shareholders: | ||||||||
Distributions: | ||||||||
Class A | (249,020 | ) | (210,851 | ) | ||||
Class C | (267,581 | ) | (294,033 | ) | ||||
Institutional Class | (10,433,138 | ) | (9,919,758 | ) | ||||
Total distributions to shareholders | (10,949,739 | ) | (10,424,642 | ) | ||||
Capital Transactions: | ||||||||
Net proceeds from shares sold: | ||||||||
Class A | 16,064,250 | 9,923,423 | ||||||
Class C | 56,255 | 275,815 | ||||||
Institutional Class | 209,728,520 | 20,631,207 | ||||||
Reinvestment of distributions: | ||||||||
Class A | 222,675 | 192,888 | ||||||
Class C | 242,500 | 273,475 | ||||||
Institutional Class | 9,130,323 | 8,050,219 | ||||||
Cost of shares redeemed: | ||||||||
Class A | (13,990,300 | ) | (18,327,067 | ) | ||||
Class C | (2,389,412 | ) | (3,708,367 | ) | ||||
Institutional Class | (112,972,825 | ) | (434,983,300 | ) | ||||
Net increase (decrease) in net assets from capital transactions | 106,091,986 | (417,671,707 | ) | |||||
Total increase (decrease) in net assets | 113,557,016 | (457,846,920 | ) | |||||
Net Assets: | ||||||||
Beginning of period | 110,904,184 | 568,751,104 | ||||||
End of period | $ | 224,461,200 | $ | 110,904,184 | ||||
Capital Share Transactions: | ||||||||
Shares sold: | ||||||||
Class A | 2,561,142 | 1,494,779 | ||||||
Class C | 9,021 | 42,135 | ||||||
Institutional Class | 33,274,321 | 3,019,941 | ||||||
Shares reinvested: | ||||||||
Class A | 35,400 | 28,606 | ||||||
Class C | 38,859 | 41,431 | ||||||
Institutional Class | 1,450,460 | 1,199,392 | ||||||
Shares redeemed: | ||||||||
Class A | (2,228,846 | ) | (2,691,836 | ) | ||||
Class C | (383,612 | ) | (547,625 | ) | ||||
Institutional Class | (17,938,125 | ) | (62,295,906 | ) | ||||
Net increase (decrease) in capital share transactions | 16,818,620 | (59,709,083 | ) |
See
accompanying Notes to Financial Statements.
Bramshill
Multi-Strategy Income Fund
FINANCIAL
HIGHLIGHTS
Class
A
Per
share operating performance.
For
a capital share outstanding throughout each period.
For the Year Ended December 31, | ||||||||||||||||||||
2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||||
Net asset value, beginning of period | $ | 6.14 | $ | 7.31 | $ | 7.17 | $ | 10.39 | $ | 10.15 | ||||||||||
Income from Investment Operations: | ||||||||||||||||||||
Net investment income (loss)1 | 0.40 | 0.27 | 0.24 | 0.29 | 0.39 | |||||||||||||||
Net realized and unrealized gain (loss) | 0.30 | (1.12 | ) | 0.15 | (3.22 | ) | 0.24 | |||||||||||||
Total from investment operations | 0.70 | (0.85 | ) | 0.39 | (2.93 | ) | 0.63 | |||||||||||||
Less Distributions: | ||||||||||||||||||||
From net investment income | (0.41 | ) | (0.32 | ) | (0.25 | ) | (0.29 | ) | (0.39 | ) | ||||||||||
Total distributions | (0.41 | ) | (0.32 | ) | (0.25 | ) | (0.29 | ) | (0.39 | ) | ||||||||||
Net asset value, end of period | $ | 6.43 | $ | 6.14 | $ | 7.31 | $ | 7.17 | $ | 10.39 | ||||||||||
Total return2 | 11.70 | % | (11.89 | )% | 5.43 | % | (28.05 | )% | 6.34 | % | ||||||||||
Ratios and Supplemental Data: | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 4,549 | $ | 2,083 | $ | 11,017 | $ | 34,785 | $ | 40,319 | ||||||||||
Ratio of expenses to average net assets (including dividends and interest on securities sold short, extraordinary expenses and commitment fees): | ||||||||||||||||||||
Before fees waived and expenses absorbed/recovered3 | 1.82 | % | 1.83 | % | 1.75 | % | 1.74 | % | 1.76 | % | ||||||||||
After fees waived and expenses absorbed/recovered3 | 1.76 | % | 1.78 | % | 1.76 | % | 1.77 | % | 1.76 | % | ||||||||||
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short, extraordinary expenses and commitment fees): | ||||||||||||||||||||
Before fees waived and expenses absorbed/recovered | 6.27 | % | 3.93 | % | 3.31 | % | 4.07 | % | 3.78 | % | ||||||||||
After fees waived and expenses absorbed/recovered | 6.33 | % | 3.98 | % | 3.30 | % | 4.04 | % | 3.78 | % | ||||||||||
Portfolio turnover rate | 62 | % | 10 | % | 50 | % | 91 | % | 27 | % |
1 | Based on average shares outstanding for the period. |
2 | Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns shown do not include payment of sales load of 4.25% of offering price which is waived on sales of $1 million or more. Returns do not include payment of Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of Class A shares made within 12 months of purchase. If the sales charge was included, total returns would be lower. |
3 | If commitment fees, and dividends and interest on securities sold short had been excluded, the expense ratios would have been lowered by 0.01% for the year ended December 31, 2023. For the prior years ended December 31, 2022, 2021, 2020, and 2019, the ratios would have been lowered by 0.03%, 0.01%, 0.02% and 0.01%, respectively. |
See
accompanying Notes to Financial Statements.
Bramshill
Multi-Strategy Income Fund
FINANCIAL
HIGHLIGHTS
Class
C
Per
share operating performance.
For
a capital share outstanding throughout each period.
For the Year Ended December 31, | ||||||||||||||||||||
2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||||
Net asset value, beginning of period | $ | 6.12 | $ | 7.29 | $ | 7.15 | $ | 10.36 | $ | 10.13 | ||||||||||
Income from Investment Operations: | ||||||||||||||||||||
Net investment income (loss)1 | 0.35 | 0.22 | 0.19 | 0.24 | 0.31 | |||||||||||||||
Net realized and unrealized gain (loss) | 0.30 | (1.12 | ) | 0.14 | (3.21 | ) | 0.24 | |||||||||||||
Total from investment operations | 0.65 | (0.90 | ) | 0.33 | (2.97 | ) | 0.55 | |||||||||||||
Less Distributions: | ||||||||||||||||||||
From net investment income | (0.36 | ) | (0.27 | ) | (0.19 | ) | (0.24 | ) | (0.32 | ) | ||||||||||
Total distributions | (0.36 | ) | (0.27 | ) | (0.19 | ) | (0.24 | ) | (0.32 | ) | ||||||||||
Net asset value, end of period | $ | 6.41 | $ | 6.12 | $ | 7.29 | $ | 7.15 | $ | 10.36 | ||||||||||
Total return2 | 10.88 | % | (12.58 | )% | 4.64 | % | (28.59 | )% | 5.49 | % | ||||||||||
Ratios and Supplemental Data: | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 3,973 | $ | 5,846 | $ | 10,346 | $ | 14,675 | $ | 20,552 | ||||||||||
Ratio of expenses to average net assets (including dividends and interest on securities sold short, extraordinary expenses and commitment fees): | ||||||||||||||||||||
Before fees waived and expenses absorbed/recovered3 | 2.57 | % | 2.58 | % | 2.50 | % | 2.49 | % | 2.51 | % | ||||||||||
After fees waived and expenses absorbed/recovered3 | 2.51 | % | 2.53 | % | 2.51 | % | 2.52 | % | 2.51 | % | ||||||||||
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short, extraordinary expenses and commitment fees): | ||||||||||||||||||||
Before fees waived and expenses absorbed/recovered | 5.52 | % | 3.18 | % | 2.56 | % | 3.32 | % | 3.03 | % | ||||||||||
After fees waived and expenses absorbed/recovered | 5.58 | % | 3.23 | % | 2.55 | % | 3.29 | % | 3.03 | % | ||||||||||
Portfolio turnover rate | 62 | % | 10 | % | 50 | % | 91 | % | 27 | % |
1 | Based on average shares outstanding for the period. |
2 | Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown include Rule 12b-1 fees of up to 1.00% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Returns do not include payment of Contingent Deferred Sales Charge (“CDSC”) of 1.00% on certain redemptions of Class C shares made within 12 months of purchase. If the sales charge was included, total returns would be lower. |
3 | If commitment fees, and dividends and interest on securities sold short had been excluded, the expense ratios would have been lowered by 0.01% for the year ended December 31, 2023. For the prior years ended December 31, 2022, 2021, 2020, and 2019, the ratios would have been lowered by 0.03%, 0.01%, 0.02% and 0.01%, respectively. |
See
accompanying Notes to Financial Statements.
Bramshill
Multi-Strategy Income Fund
FINANCIAL
HIGHLIGHTS
Institutional
Class
Per
share operating performance.
For
a capital share outstanding throughout each period.
For the Year Ended December 31, | ||||||||||||||||||||
2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||||
Net asset value, beginning of period | $ | 6.14 | $ | 7.31 | $ | 7.17 | $ | 10.40 | $ | 10.16 | ||||||||||
Income from Investment Operations: | ||||||||||||||||||||
Net investment income (loss) 1 | 0.41 | 0.29 | 0.26 | 0.30 | 0.42 | |||||||||||||||
Net realized and unrealized gain (loss) | 0.30 | (1.12 | ) | 0.15 | (3.22 | ) | 0.24 | |||||||||||||
Total from investment operations | 0.71 | (0.83 | ) | 0.41 | (2.92 | ) | 0.66 | |||||||||||||
Less Distributions: | ||||||||||||||||||||
From net investment income | (0.42 | ) | (0.34 | ) | (0.27 | ) | (0.31 | ) | (0.42 | ) | ||||||||||
Total distributions | (0.42 | ) | (0.34 | ) | (0.27 | ) | (0.31 | ) | (0.42 | ) | ||||||||||
Net asset value, end of period | $ | 6.43 | $ | 6.14 | $ | 7.31 | $ | 7.17 | $ | 10.40 | ||||||||||
Total return2 | 11.98 | % | (11.64 | )% | 5.71 | % | (27.93 | )% | 6.60 | % | ||||||||||
Ratios and Supplemental Data: | ||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 215,939 | $ | 102,975 | $ | 547,388 | $ | 754,817 | $ | 572,235 | ||||||||||
Ratio of expenses to average net assets (including dividends and interest on securities sold short, extraordinary expenses and commitment fees): | ||||||||||||||||||||
Before fees waived and expenses absorbed/recovered3 | 1.57 | % | 1.58 | % | 1.50 | % | 1.49 | % | 1.51 | % | ||||||||||
After fees waived and expenses absorbed/recovered3 | 1.51 | % | 1.53 | % | 1.51 | % | 1.52 | % | 1.51 | % | ||||||||||
Ratio of net investment income (loss) to average net assets (including dividends and interest on securities sold short, extraordinary expenses and commitment fees): | ||||||||||||||||||||
Before fees waived and expenses absorbed/recovered | 6.52 | % | 4.18 | % | 3.56 | % | 4.32 | % | 4.03 | % | ||||||||||
After fees waived and expenses absorbed/recovered | 6.58 | % | 4.23 | % | 3.55 | % | 4.29 | % | 4.03 | % | ||||||||||
Portfolio turnover rate | 62 | % | 10 | % | 50 | % | 91 | % | 27 | % |
1 | Based on average shares outstanding for the period. |
2 | Total returns would have been lower had expenses not been waived or absorbed by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. |
3 | If commitment fees, and dividends and interest on securities sold short had been excluded, the expense ratios would have been lowered by 0.01% for the year ended December 31, 2023. For the prior years ended December 31, 2022, 2021, 2020, and 2019, the ratios would have been lowered by 0.03%, 0.01%, 0.02% and 0.01%, respectively. |
See
accompanying Notes to Financial Statements.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS
December
31, 2023
Note
1 – Organization
The
Bramshill Multi-Strategy Income Fund (the ‘‘Fund’’) was organized as a non-diversified series of Investment
Managers Series Trust, a Delaware statutory trust (the “Trust”) which is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund seeks total return with an
emphasis on providing current income. The Fund currently offers four classes of shares: A shares, C shares, T shares, and Institutional
shares. Class T shares are not currently available for purchase.
The
Fund commenced investment operations on December 31, 2015, with Class A, Class C, and Institutional Class shares, prior to which
its only activity was the receipt of a $10,000 investment from principals of the Fund’s advisor and a $49,561,285 transfer
of shares of the Fund in exchange for the net assets of the Braddock Structured Opportunities Fund Series A, LP, a Delaware limited
partnership (the “Company”). This exchange was nontaxable, whereby the Fund’s Institutional Class issued 4,933,206 shares
for the net assets of the Company on December 31, 2015. Assets with a fair market value of $49,561,285 consisting of cash, interest
receivable and securities of the Company with a fair value of $46,984,053 (identified costs of investments transferred were $44,433,272)
and cash were the primary assets received by the Fund on January 1, 2016. For financial reporting purposes, assets received and
shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Partnership
was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses with amount distributable
to shareholders for tax purposes.
The
shares of each class represent an interest in the same portfolio of investments of the Fund and have equal rights as to voting,
redemptions, dividends and liquidation, subject to the approval of the Trustees. Income, expenses (other than expenses attributable
to a specific class) and realized and unrealized gains and losses on investments are allocated to each class of shares in proportion
to their relative net assets. Shareholders of a class that bears distribution and service expenses under the terms of a distribution
plan have exclusive voting rights to that distribution plan.
The
Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial
Accounting Standards Board (FASB) Accounting Standard Codification, Financial Services – Investment Companies”, Topic
946 (ASC 946).
Note
2 – Accounting Policies
The
following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial
statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from these estimates.
(a)
Valuation of Investments
The
Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”)
market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being
valued or, if there are no sales, at the mean between the last available bid and asked prices on that day. Securities traded on
the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies
are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing
a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation
methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations.
These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity,
ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued
at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale). The Board
of Trustees has designated the Advisor as the Fund’s valuation designee (the “Valuation Designee”) to make all
fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. As the
Valuation Designee, the Advisor has adopted and implemented policies and procedures to be followed when the Fund must utilize
fair value pricing. Prior to September 8, 2022, securities were valued at fair value as determined in good faith by the Fund’s
advisor, subject to review and approval by the Valuation Committee, pursuant to procedures adopted by the Board of Trustees. The
actions of the Valuation Committee were subsequently reviewed by the Board at its next regularly scheduled board meeting. The
Valuation Committee met as needed. The Valuation Committee was comprised of all the Trustees, but action may had been taken by
any one of the Trustees.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
Trading
in securities on many foreign securities exchanges and OTC markets is normally completed before the close of business on each
U.S. business day. In addition, securities trading in a particular country or countries may not take place on all U.S. business
days or may take place on days which are not U.S. business days. Changes in valuations on certain securities may occur at times
or on days on which the Fund’s net asset values (“NAV”) are not calculated and on which the Fund does not affect
sales and redemptions of its shares.
(b)
Asset-Backed Securities
Asset-backed
securities include pools of mortgages, loans, receivables or other assets. Payment of principal and interest may be largely dependent
upon the cash flows generated by the assets backing the securities, and, in certain cases, supported by letters of credit, surety
bonds, or other credit enhancements. The value of asset-backed securities may also be affected by the creditworthiness of the
servicing agent for the pool, the originator of the loans or receivables, or the financial institution(s) providing the credit
support. In addition, asset-backed securities are not backed by any governmental agency.
Collateralized
Debt Obligations (“CDOs”) include Collateralized Bond Obligations (“CBOs”), Collateralized Loan Obligations
(“CLOs”) and other similarly structured securities. CBOs and CLOs are types of asset backed securities. A CBO is a
trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically
collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured
loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans.
The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which
a Fund invests. CDOs carry additional risks including, but not limited to, (i) the possibility that distributions from collateral
securities will not be adequate to make interest or other payments, (ii) the collateral may decline in value or default, (iii)
a Fund may invest in CDOs that are subordinate to other classes, and (iv) the complex structure of the security may not be fully
understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
(c)
Short Sales
The
Fund may sell securities short. 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.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
(d)
Investment Transactions, Investment Income and Expenses
Investment
transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost
basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded
on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or
provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations.
Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records
a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as
payment history and market convention. Discounts on debt securities are accreted or amortized to interest income over the lives
of the respective securities using the effective interest method. Premiums for callable debt securities are amortized to the earliest
call date, if the call price was less than the purchase price. If the call price was not at par and the security was not called,
the security is amortized to the next call price and date. Income and expenses of the Fund is 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.
(e)
Reverse Repurchase Agreements
The
Fund may enter into “reverse” repurchase agreements to seek to enhance the portfolio’s return. Pursuant to a
reverse repurchase agreement, the Fund will sell portfolio securities and agree to repurchase them from the buyer at a particular
date and price. When the Fund enters into a reverse repurchase agreement, it will establish a segregated account in which it will
maintain liquid assets in an amount at least equal to the repurchase price marked to market daily (including accrued interest),
and will subsequently monitor the account to ensure that such equivalent value is maintained. The Fund pays interest on amounts
obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings by the Fund.
Similar to borrowing, reverse repurchase agreements provide the Fund with cash for investment purposes, which creates leverage
and subjects the Fund to the risks of leverage. Reverse repurchase agreements also involve the risk that the other party may fail
to return the securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities and
the value of collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value
of securities. Reverse repurchase agreements also create Fund expenses and require that the Fund have sufficient cash available
to purchase the debt obligations when required. Reverse repurchase agreements also involve the risk that the market value of the
debt obligation that is the subject of the reverse repurchase agreement could decline significantly below the price at which the
Fund is obligated to repurchase the security.
(f)
Federal Income Taxes
The
Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies
and to distribute substantially all of its net investment income and any net realized gains to its shareholders. Therefore, no
provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting
for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts
are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.
FASB
Accounting Standard Codification “Accounting for Uncertainty in Income Taxes”, Topic 740 (ASC 740) requires an evaluation
of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these
positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent
likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not”
recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes
interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
ASC
740 requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions
expected to be taken in the Fund’s current tax year, as defined by the IRS statute of limitations for all major jurisdictions,
including federal tax authorities and certain state tax authorities. As of and during the open tax periods ended December 31,
2020-2023, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is
not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly
change in the next twelve months.
(g)
Distributions to Shareholders
The
Fund will make dividend distributions of net investment income, if any, monthly and net capital gains distributions, if any, at
least annually, typically in December. The Fund may make an additional payment of dividends or distributions if it deems it desirable
at any other time during the year. 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.
(h)
Illiquid Securities
Pursuant
to Rule 22e-4 under the 1940 Act, the Fund has adopted a Liquidity Risk Management Program (“LRMP”) that requires,
among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid
investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions in seven
calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Advisor,
at any time, determines that the value of illiquid securities held by the Fund exceeds 15% of its net asset value, the Advisor
will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Fund’s
written LRMP.
(i)
Use of Estimates
The
presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those estimates.
(j)
LIBOR Risk
Certain
of the Fund’s investments, payment obligations and financing terms may be based on floating rates, such as LIBOR, Euro Interbank
Offered Rate and other similar types of reference rates (each, a “Reference Rate”). On July 27, 2017, the Chief Executive
of the UK Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that the FCA will no longer persuade
nor compel banks to submit rates for the calculation of LIBOR and certain other Reference Rates after 2021. Such announcement
indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and will not be guaranteed after
2021. The transition away from Reference Rates may lead to increased volatility and illiquidity in markets that are tied to such
Reference Rates and reduced values of Reference Rate-related instruments. This announcement and any additional regulatory or market
changes that occur as a result of the transition away from Reference Rates may have an adverse impact on a Fund’s investments,
performance or financial condition.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
Note
3 – Investment Advisory and Other Agreements
The
Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the “Agreement”) with Liberty Street
Advisors, Inc. (the “Advisor”). Under the terms of the Agreement, the Fund pays a monthly investment advisory fee
to the Advisor at the annual rate of 1.25% of the Fund’s average daily net assets. As of December 1, 2022, The Advisor engages
Bramshill Investments, LLC (the “Sub-Advisor”) to manage the Fund and pays the Sub-Advisor from its advisory fees.
Prior to December 1, 2022 the Advisor engaged Braddock Financial, LLC as the Sub-Advisor.
The
Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund
operating expenses (excluding any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, 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 1.75%, 2.50% and 1.50% of the Fund’s average daily net assets
for Class A, Class C, and Institutional Class shares, respectively. This agreement is in effect until April 30, 2024, and it may
be terminated before that date only by the Trust’s Board of Trustees.
For
the year ended December 31, 2023, the Advisor waived advisory fees totaling $98,647. The Fund’s advisor is permitted to
seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending
three full fiscal years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement
will not cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation amount in effect at the
time such fees were waived or payments made, or (b) the expense limitation amount in effect at the time of the reimbursement.
At December 31, 2023, the amount of these potentially recoverable expenses was $234,793. The potential recoverable amount is noted
as “Commitments and contingencies” as reported on the Statement of Assets and Liabilities. The Advisor may recapture
all or a portion of this amount no later than December 31 of the years stated below:
Bramshill Multi-Strategy Income Fund |
|||||
2025 | 136,146 | ||||
2026 | 98,647 | ||||
Total | $ | 234,793 |
UMB
Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and co-administrator; and
Mutual Fund Administration, LLC (“MFAC”) serves as the Fund’s other co-administrator. UMB Bank, n.a., an affiliate
of UMBFS, serves as the Fund’s custodian. The Fund’s allocated fees incurred for fund accounting, fund administration,
transfer agency and custody services for the year ended December 31, 2023, are reported on the Statement of Operations as Fund
services fees.
Foreside
Fund Services, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), serves as the Fund’s distributor
(the “Distributor”). The Distributor does not receive compensation from the Fund for its distribution services; the
Advisor pays the Distributor a fee for its distribution-related services.
Certain
trustees and officers of the Trust are employees of UMBFS or MFAC. The Fund does not compensate trustees and officers affiliated
with the Fund’s co-administrators. For the year ended December 31, 2023, the Fund’s allocated fees incurred to Trustees
who are not affiliated with the Fund’s co-administrators are reported on the Statement of Operations.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
The
Fund’s Board of Trustees has adopted a Deferred Compensation Plan (the “Plan”) for the Independent Trustees
that enables Trustees to elect to receive payment in cash or the option to select various fund(s) in the Trust in which their
deferred accounts shall be deemed to be invested. If a trustee elects to defer payment, the Plan provides for the creation of
a deferred payment account. The Fund’s liability for these amounts is adjusted for market value changes in the invested
fund(s) and remains a liability to the Fund until distributed in accordance with the Plan. The Trustees Deferred compensation
liability under the Plan constitutes a general unsecured obligation of the Fund and is disclosed in the Statement of Assets and
Liabilities. Contributions made under the plan and the change in unrealized appreciation/depreciation and income are included
in the Trustees’ fees and expenses in the Statement of Operations.
Dziura
Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Fund’s allocated
fees incurred for CCO services for the year ended December 31, 2023, are reported on the Statement of Operations.
Note
4 – Federal Income Taxes
At
December 31, 2023, gross unrealized appreciation and depreciation on investments based on cost for federal income tax purposes
were as follows:
Cost of investments | $ | 225,853,745 | ||
Gross unrealized appreciation | $ | 5,692,157 | ||
Gross unrealized depreciation | (7,746,124 | ) | ||
Net unrealized appreciation (depreciation) on investments | $ | (2,053,967 | ) |
GAAP
requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have
no effect on net assets or net asset value per share. For the year ended December 31, 2023, permanent differences in book and
tax accounting have been reclassified to paid-in capital and total distributable earnings (loss) as follows:
Increase (Decrease) | ||||||
Paid-in Capital | Total Distributable Earnings (Loss) | |||||
$ | 1,142 | $ | (1,142 | ) |
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
As
of December 31, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed ordinary income | $ | 129,819 | ||
Undistributed long-term capital gains | – | |||
Tax accumulated earnings | 129,819 | |||
Accumulated capital and other losses | (37,852,775 | ) | ||
Unrealized depreciation on investments | (2,053,967 | ) | ||
Unrealized Deferred Compensation | (17,908 | ) | ||
Total accumulated deficit | $ | (39,794,831 | ) |
As
of December 31, 2023, the Fund had net capital loss carryovers as follows:
Not subject to expiration: | ||||
Short Term | $ | 9,341,232 | ||
Long Term | 28,511,543 | |||
Total | $ | 37,852,775 |
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.
The
tax character of the distributions paid during the fiscal years ended December 31, 2023 and December 31, 2022 were as follows:
Distributions paid from: | 2023 | 2022 | ||||||
Ordinary income | $ | 10,949,739 | $ | 10,424,642 | ||||
Net long-term capital gains | – | – | ||||||
Total distributions paid | $ | 10,949,739 | $ | 10,424,642 |
Note
5 – Investment Transactions
For
the year ended December 31, 2023, purchases and sales of investments, excluding short-term investments, were as follows:
Purchases | Sales | Securities sold short | Cover short securities | |||||||||||
$ | 177,321,840 | $ | 83,981,366 | $ | – | $ | – |
Note
6 – Distribution Plan
The
Trust, on behalf of the Fund, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act,
that allows the Fund to pay distribution fees for the sale and distribution of its Class A and Class C shares. For Class A shares,
the maximum annual fee payable to the Distributor for such distribution and/or shareholder liaison services is 0.25% of the average
daily net assets of such shares. For Class C shares, the maximum annual fees payable to the Distributor for distribution services
and shareholder liaison services are 0.75% and 0.25%, respectively, of the average daily net assets of such shares. The Institutional
Class does not pay any distribution fees.
For
the year ended December 31, 2023, distribution fees incurred are disclosed on the Statement of Operations.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
The
Advisor’s affiliated broker-dealer, HRC Fund Associates, LLC (“HRC”), Member FINRA/SIPC, markets the Fund shares
to financial intermediaries pursuant to a marketing agreement with the Advisor. The marketing agreement between the Advisor and
HRC is not part of the Plan. The Advisor pays HRC out of its own resources and without additional cost to the Fund or its shareholders.
Note
7 – Shareholder Servicing Plan
The
Trust, on behalf of the Fund, has adopted a Shareholder Servicing Plan to pay a fee at an annual rate of up to 0.15% of the Fund’s
average daily net assets of its shares serviced by shareholder servicing agents who provide administrative and support services
to their customers.
For
the year ended December 31, 2023, shareholder servicing fees incurred are disclosed on the Statement of Operations.
Note
8 – Indemnifications
In
the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general
indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that
may be made against the Fund’s that have not yet occurred. However, the Fund expects the risk of loss to be remote.
Note
9 – Fair Value Measurements and Disclosure
FASB
Accounting Standard Codification, “Fair Value Measurements and Disclosures”, Topic 820 (ASC 820) 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
ASC 820, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized into three
broad Levels as described below:
● | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
● | Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
● | Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available. |
The
availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including for
example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets,
and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less
observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment
exercised in determining fair value is greatest for instruments categorized in Level 3.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
The
inputs 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 December 31, 2023, in valuing the Fund’s assets and liabilities carried
at fair value:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets | ||||||||||||||||
Investments | ||||||||||||||||
Asset-Backed Securities | $ | – | $ | 115,865,677 | $ | – | $ | 115,865,677 | ||||||||
Collateralized Mortgage Obligations | – | 73,678,357 | – | 73,678,357 | ||||||||||||
Corporate Bonds* | – | – | 0 | – | ||||||||||||
U.S. Treasury Bills | – | 10,235,117 | – | 10,235,117 | ||||||||||||
Short-Term Investments | 24,020,627 | – | – | 24,020,627 | ||||||||||||
Total Investments | $ | 24,020,627 | $ | 199,779,151 | $ | 0 | $ | 223,799,778 |
*The
Fund held a Level 3 security valued at zero at period end.
The
following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:
Asset-Backed Securities | Corporate Bonds | ||||||
Balance as of December 31, 2022 | $ | 8,932,884 | $ | 0 | |||
Transfers into Level 3 | – | – | |||||
Transfers out of Level 3(1) | (9,842,526 | ) | – | ||||
Total gains or losses for the period | |||||||
Included in earnings (or changes in net assets) | 909,642 | – | |||||
Net purchases | – | – | |||||
Net sales | – | – | |||||
Balance as of December 31, 2023 | $ | – | $ | 0 | |||
Change in unrealized gains or losses for the period included in earnings (or changes in net assets) for assets held at the end of the reporting period | $ | – | $ | – |
(1) | Transferred from Level 3 to Level 2 because observable market data became available for the securities. |
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
The
following table presents additional quantitative information about valuation methodologies and inputs used for investments that
are measured at fair value and categorized within Level 3 as of December 31, 2023:
Asset Class | Fair Value at 12/31/2023 | Valuation Technique(s) | Unobservable Input | Range of Input | Weighted Average of Input | Impact to Valuation from an Increase in Input(1) | ||||||||||||
Corporate Bonds | $ | 0 | Asset Approach | Estimated Recovery Proceeds | $ | 0.00 | N/A | Increase |
(1) | This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. |
Note
10 – Derivative and Hedging Disclosure
The
Fund has adopted the disclosure provisions of FASB Standard Codification 815, Derivatives and Hedging, which requires enhanced
disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their
effects on the Fund’s financial position, performance and cash flows.
For
either investment or hedging purposes, the Fund may invest substantially in a broad range of derivative instruments, including
structured products, swaps (including credit default swaps), futures and forward contracts, and options. Such derivatives may
trade over-the-counter or on an exchange and may principally be used for one or more of the following purposes: speculation, currency
hedging, duration management, or to pursue the Fund’s investment objective. The Fund’s derivative investments
have risks, including the imperfect correlation between the value of such instruments and the underlying asset, rate or index,
which creates the possibility that the loss on such instruments may be greater than the gain in the value of the underlying asset,
rate or index; the loss of principal; the possible default of the other party to the transaction; and illiquidity of the derivative
investments. The Fund invested in options contracts during the year ended December 31, 2023, which did not have a material
impact on the Fund’s performance.
The
effects of these derivative instruments on the Fund’s financial performance as reflected in the Statement of Operations
for the year ended December 31, 2023 are presented in the tables below.
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income | ||||
Derivatives not designated as hedging instruments | Purchased Options Contracts | |||
Equity price risk | $ | (402,259 | ) | |
Total | $ | (402,259 | ) |
Change in Unrealized Appreciation/Depreciation on Derivatives Recognized in Income | ||||
Derivatives not designated as hedging instruments | Purchased Options Contracts | |||
Equity price risk | $ | 378,544 | ||
Total | $ | 378,544 |
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
The
quarterly average volumes of derivative instruments as of December 31, 2023 are as follows:
Derivative | Quarterly Average | Amount | ||||
Options Contracts – Purchased | Average Notional Value | $ | 3,636,300 |
Note
11 – Callable Bond Proceeds
On
November 25, 2019, Wells Fargo Bank, N.A. (Wells Fargo), the trustee for Wells Fargo Mortgage Backed Securities Trust, Series
2004-H, Class A-2 (CUSIP 94979TAB2) issued a call notice that funds received from this security will be withheld to establish
a reserve account to meet its current and future expenses for litigation costs and potential judgements resulting from claims
against Wells Fargo. Wells Fargo stated in its letter to certificate holders that this amount will be held for an unknown amount
of time and any unused funds in reserve will be paid to certificate holders when Wells Fargo determines that such funds are no
longer necessary to be held. The estimated proceeds to be received from the callable bond is reported on the Statement of Assets
and Liabilities.
Note
12 – Line of Credit
The
Fund together with Robinson Tax Advantaged Income Fund and Robinson Opportunistic Income Fund managed by the Advisor (together
“Liberty Street Funds”) has entered into a Senior Secured Revolving Credit Facility (“Facility”) of $25,000,000
(committed) and $25,000,000 (uncommitted) with UMB Bank, n.a. The Fund is permitted to borrow up to the lesser of 20.00% of its
adjusted net assets with the cap limit of $25,000,000, or the maximum amount permitted subject to the Fund’s investment
limitations. The purpose of the Facility is to finance temporarily the repurchase or redemption of shares of each fund. The Facility
was renewed effective December 16, 2022, and borrowings now bear interest at the Variable, 1-Month CME Term SOFR plus 275 bps.
Previously, the rate was the Variable, WSJ Prime Daily minus 25 bps. As compensation for holding the lending commitment available,
the Liberty Street Funds are charged a commitment fee on the average daily unused balance of the Facility at the rate of 0.20%
per annum. The Fund did not borrow under the line of credit agreement during the year ended December 31, 2023.
Note
13 – ReFlow liquidity program
The
Fund may participate in the ReFlow Fund, LLC (“ReFlow”) liquidity program, which is designed to provide an alternative
liquidity source for mutual funds experiencing redemptions of their shares. In order to pay cash to shareholders who redeem their
shares on a given day, a mutual fund typically must hold cash in its portfolio, liquidate portfolio securities, or borrow money,
all of which impose certain costs on the fund. ReFlow provides participating mutual funds with another source of cash by standing
ready to purchase shares from the fund equal to the amount of the fund’s net redemptions on a given day. ReFlow will purchase
Institutional Class Shares of the Fund at net asset value and will not be subject to any investment minimum applicable to such
shares. ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of the Fund. ReFlow will periodically
redeem its entire share position in the Fund. For use of the ReFlow service, the Fund will pay a fee to ReFlow at a rate determined
by a daily auction with other participating mutual funds. During the year ended December 31, 2023, ReFlow was not utilized by
the Fund.
Note
14 – 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.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
Note
15 – Recently Issued Accounting Pronouncements and Regulatory Updates
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
October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule
18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a Fund can enter into, eliminate the asset segregation
framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater
than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives
risk manager. The Funds have adopted procedures in accordance with Rule 18f-4.
In
December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5
establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards
to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule
2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for
determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping
requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value
and the accounting and auditing of fund investments. The Funds have adopted procedures in accordance with Rule 2a-5.
In
March 2020, 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
16 – Events Subsequent to the Fiscal Period End
The
Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements
the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance
sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of
the Fund’s financial statements.
Bramshill
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2023
There
were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the
Fund’s financial statements.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Trustees of Investment Managers Series Trust and
Shareholders
of Bramshill Multi-Strategy Income Fund
Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities of the Bramshill Multi-Strategy Income Fund (the “Fund”),
a series of Investment Managers Series Trust, including the schedule of investments, as of December 31, 2023, the related statement
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,
and financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to
as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Fund as of December 31, 2023, the results of its operations for the year then ended, the changes
in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the
Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2007.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian. We believe
that our audits provide a reasonable basis for our opinion.
![]() |
|
TAIT, WELLER & BAKER LLP |
Philadelphia,
Pennsylvania
February
29, 2024
Bramshill Multi-Strategy Income Fund
SUPPLEMENTAL
INFORMATION (Unaudited)
Tax
Information
For
the year ended December 31, 2023, 0% of dividends to be paid from net investment income, including short-term capital gains from
the Fund (if any), is designated as qualified dividend income.
For
the year ended December 31, 2023, 0% of the dividends to be paid from net investment income, including short-term capital gains
from the Fund (if any), is designated as dividends received deduction available to corporate shareholders.
Trustees
and Officers Information
Additional
information about the Trustees is included in the Fund’s Statement of Additional Information, which is available, without
charge, upon request by calling (800) 207-7108. The Trustees and officers of the Fund and their principal occupations during the
past five years are as follows:
Name, Address, Year of Birth and Position(s) held with Trust |
Term of Officec and Length of Time Served |
Principal Occupation During the Past Five Years and Other Affiliations |
Number of Portfolios in the Fund Complex Overseen by Trusteed |
Other Directorships Held by Trustee e |
“Independent” Trustees: |
||||
Charles H. Miller a (born 1947) Trustee |
Since November 2007 |
Retired |
4 | None. |
Ashley Toomey Rabun a (born 1952) |
Since November 2007 |
Retired (2016 – present); President and Founder, InvestorReach, Inc., a financial services consulting firm (1996 – 2015). |
4 |
Select |
William H. Young a (born 1950) |
Since November 2007 |
Retired |
4 |
None.
|
Bramshill Multi-Strategy Income Fund
SUPPLEMENTAL
INFORMATION (Unaudited) – Continued
Name, Address, Year of Birth and Position(s) held with Trust |
Term of Officec and Length of Time Served |
Principal Occupation During the Past Five Years and Other Affiliations |
Number of Portfolios in the Fund Complex Overseen by Trusteed |
Other Directorships Held by Trustee e |
“Independent” Trustee: |
||||
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). |
4 |
SPDR |
Bramshill Multi-Strategy Income Fund
SUPPLEMENTAL
INFORMATION (Unaudited) – Continued
Name, Address, Year of Birth and Position(s) held with Trust |
Term of Officec and Length of Time Served |
Principal Occupation During the Past Five Years and Other Affiliations |
Number of Portfolios in the Fund Complex Overseen by Trusteed |
Other Directorships Held by Trustee e |
Interested Trustee: |
||||
Maureen Quill a* (born 1963) Trustee and President |
Since |
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). |
4 |
Investment |
Officers of the Trust: |
||||
Rita Dam b (born 1966) Treasurer and Assistant Secretary |
Since December 2007 |
Co-Chief |
N/A | N/A |
Joy Ausili b (born 1966) Vice President, Assistant Secretary and Assistant Treasurer |
Since
|
Co-Chief |
N/A | N/A |
Diane Drake b (born 1967) Secretary |
Since March 2016 |
Senior |
N/A | N/A |
Bramshill Multi-Strategy Income Fund
SUPPLEMENTAL
INFORMATION (Unaudited) – Continued
Name, Address, Year of Birth and Position(s) held with Trust |
Term of Officec and Length of Time Served |
Principal Occupation During the Past Five Years and Other Affiliations |
Number of Portfolios in the Fund Complex Overseen by Trusteed |
Other Directorships Held by Trustee e |
Officer of the Trust: |
||||
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 |
a | Address for certain Trustees and certain officers: 235 West Galena Street, Milwaukee, Wisconsin 53212. |
b | Address 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.
c | Trustees and officers serve until their successors have been duly elected. |
d | The 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 Fund(s) managed by the same investment advisor. The Fund’s investment advisor also serves as the investment advisor to the Robinson Opportunistic Income Fund, Robinson Tax Advantaged Income Fund, and West Loop Realty Fund which are offered in separate prospectus. The Fund does not hold itself out as related to any other series within the Trust, for purposes of investment and investor services. |
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. |
Effective
June 16, 2022, Eric M. Banhazl, who served as a Trustee of the Trust from January 2008 to June 14, 2022, is serving as a Trustee
Emeritus of the Trust. As a Trustee Emeritus, Mr. Banhazl may attend the meetings of the Board of Trustees or any of its committees,
but has no duties, powers or responsibilities with respect to the Trust.
Bramshill
Multi-Strategy Income Fund
EXPENSE
EXAMPLE
For
the Six Months Ended December 31, 2023 (Unaudited)
Expense
Example
As
a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase of
Class A shares; and (2) ongoing costs, including management fees; distribution and 12b-1 fees (Class A and Class C shares 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 six month period
from July 1, 2023 to December 31, 2023.
Actual
Expenses
The
information in the row titled “Actual Performance” of the table below provides actual account values and actual expenses.
You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over
the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply
the result by the number in the appropriate row for your share class, under the column titled “Expenses Paid During Period”
to estimate the expenses you paid on your account during this period.
Hypothetical
Example for Comparison Purposes
The
information in the row titled “Hypothetical (5% annual return before expenses)” of the table below provides hypothetical
account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per
year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used
to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.
Please
note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs,
such as sales charges (load) or contingent deferred sales charges. Therefore, the information in the row titled “Hypothetical
(5% annual return before expenses)” is useful in comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value |
Ending Account Value |
Expenses Paid During Period* |
||
7/1/23 | 12/31/23 | 7/1/23 – 12/31/23 |
||
Class A |
Actual Performance |
$ 1,000.00 |
$ 1,058.70 | $ 9.12 |
Hypothetical (5% annual return before expenses) |
1,000.00 | 1,016.34 | 8.94 | |
Class C |
Actual Performance |
1,000.00 | 1,054.80 | 12.98 |
Hypothetical (5% annual return before expenses) |
1,000.00 | 1,012.57 | 12.71 | |
Institutional Class |
Actual Performance |
1,000.00 | 1,060.10 | 7.84 |
Hypothetical (5% annual return before expenses) |
1,000.00 | 1,017.60 | 7.68 |
* | Expenses are equal to the Fund’s annualized expense ratios of 1.76%, 2.51% and 1.51% for Class A, Class C and Institutional Class shares, respectively, multiplied by the average account values over the period, multiplied by 184/365 (to reflect the six month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested. |
Bramshill
Multi-Strategy Income Fund
A
series of Investment Managers Series Trust
Investment
Advisor
Liberty
Street Advisors, Inc.
88
Pine Street 31st Floor, Suite 3101
New
York, New York 10005
Sub-Advisor
Bramshill
Investment, LLC
801
Laurel Oak Drive
Suite
300A
Naples,
Florida 34108
Independent
Registered Public Accounting Firm
Tait,
Weller & Baker LLP
Two
Liberty Place
50
South 16th Street, Suite 2900
Philadelphia,
Pennsylvania 19102
Custodian
UMB
Bank, n.a.
928
Grand Boulevard, 5th Floor
Kansas
City, Missouri 64106
Fund
Co-Administrator
Mutual
Fund Administration, LLC
2220
East Route 66, Suite 226
Glendora,
California 91740
Fund
Co-Administrator, Transfer Agent and Fund Accountant
UMB
Fund Services, Inc.
235
West Galena Street
Milwaukee,
Wisconsin 53212
Distributor
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
Maine 04101
www.acaglobal.com
FUND INFORMATION
TICKER | CUSIP | |
Bramshill Multi-Strategy Income Fund – Class A |
BDKAX | 46141Q 618 |
Bramshill Multi-Strategy Income Fund – Class C |
BDKCX | 46141Q 592 |
Bramshill Multi-Strategy Income Fund – Institutional Class |
BDKNX | 46141Q 584 |
Privacy
Principles of the Bramshill Multi-Strategy Income Fund for Shareholders
The
Fund is committed to maintaining the privacy of its shareholders and to safeguarding its non-public personal information. The
following information is provided to help you understand what personal information the Fund collects, how we protect that information
and why, in certain cases, we may share information with select other parties.
Generally,
the Fund does not receive any non-public personal information relating to its shareholders, although certain non-public personal
information of its shareholders may become available to the Fund. The Fund does not disclose any non-public personal information
about its shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder
accounts (for example, to a transfer agent or third party administrator).
This
report is sent to shareholders of the Bramshill Multi-Strategy Income Fund for their information. It is not a Prospectus, circular
or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.
Proxy
Voting
The
Fund’s proxy voting policies and procedures, as well as information regarding how the Fund voted proxies for portfolio securities,
if applicable, during the most recent 12-month period ended June 30, are also available, without charge and upon request by calling
the Fund at (800) 207-7108, on the Fund’s website at https://libertystreetfunds.com/ or on the SEC’s website
at www.sec.gov.
Fund
Portfolio Holdings
The
Fund filed its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form
N-PORT within 60 days of the end of such fiscal quarter. Shareholders may obtain the Fund’s Form N-PORT on the SEC’s
website at www.sec.gov.
Prior
to the use of Form N-PORT, the Fund filed its complete schedule of portfolio holdings with the SEC on Form N-Q, which is available
online at www.sec.gov.
Householding
The
Fund will mail only one copy of shareholder documents, including prospectuses, and notice of annual and semi-annual reports availability
and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding”
and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents
may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined
with those for other members of your household, please call the Fund at (800) 207-7108.
Bramshill
Multi-Strategy Income Fund
P.O.
Box 2175
Milwaukee,
WI 53201
Toll
Free: (800) 207-7108
Item 1. Report to Stockholders
(Continued).
Item
2. Code of Ethics.
The registrant
has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The
registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has not
granted any waivers from any provisions of the code of ethics during the period covered by this report.
The registrant
undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call the registrant
at (800) 207-7108.
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 12/31/2023 |
FYE 12/31/2022 |
|
Audit Fees |
$22,500 | $21,800 |
Audit-Related Fees |
N/A | N/A |
Tax Fees |
$2,800 | $2,800 |
All Other Fees |
N/A | N/A |
The audit
committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit
services of the registrant, including services provided to any entity affiliated with the registrant.
The percentage
of fees billed by Tait Weller applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
FYE 12/31/2023 |
FYE 12/31/2022 |
|
Audit-Related Fees |
0% | 0% |
Tax Fees |
0% | 0% |
All Other Fees |
0% | 0% |
All of the
principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time
permanent employees of the principal accountant.
The following
table indicates the non-audit fees billed or expected to be billed by the registrant’s accountant for services to the registrant
and to the registrant’s investment advisor (and any other controlling entity, etc.—not sub-advisor) for the last two years.
The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to
the registrant’s investment advisor is compatible with maintaining the principal accountant’s independence and has concluded that
the provision of such non-audit services by the accountant has not compromised the accountant’s independence.
Non-Audit Related Fees |
FYE 12/31/2023 |
FYE 12/31/2022 |
Registrant | N/A | N/A |
Registrant’s Investment Advisor |
N/A | N/A |
Item
5. Audit Committee of Listed Registrants.
(a) | Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934). |
Item
6. 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.
(2)
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3)
Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the
report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(4)
Change in the registrant’s independent public accountant. There was no change in the registrant’s independent
public accountant for the period covered by this report.
(b) | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Investment Managers Series Trust |
|
By (Signature and Title) | /s/ Maureen Quill |
|
Maureen Quill, President/Chief Executive Officer | ||
Date | 3/08/24 |
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 | 3/08/24 |
By (Signature and Title) | /s/ Rita Dam | |
Rita Dam, Treasurer/Chief Financial Officer |
||
Date | 3/08/24 |
ATTACHMENTS / EXHIBITS
fp0086798-1_ex99cert.htm
fp0086798-1_ex99906cert.htm
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