03/06/2026 | Press release | Distributed by Public on 03/06/2026 14:21
| Fund (Class) | Costs of a $10,000 investment |
Costs paid as a percentage of a $10,000 investment |
|
Gramercy Emerging Markets Debt Fund (Class A/GFEAX) |
$117 | 1.10% |
| AVERAGE ANNUAL TOTAL RETURN | 1 Year |
Since Inception1 |
| Gramercy Emerging Markets Debt Fund (Class A/GFEAX)2,3 | 7.96% | 6.25% |
| Gramercy Emerging Markets Debt Fund (Class A/GFEAX)-excluding sales load | 12.80% | 8.89% |
| JP Morgan EM Blend Equal Weighted Index | 14.05% | 9.88% |
| Bloomberg Aggregate Bond Index | 7.30% | 5.77% |
|
1
|
Class A shares commenced operations on April 1, 2024.
|
|
2
|
Maximum sales charge (load) of 4.25% of offering price.
|
|
3
|
A contingent deferred sales charge ("CDSC") of 1.00% will be charged on certain purchases of $1 million or more that are redeemed in whole or in part within 12 months of the date of purchase.
|
| Fund's net assets | $58,920,846 |
| Total number of portfolio holdings | 132 |
| Total advisory fees paid (net) | $2,702 |
| Portfolio turnover rate as of the end of the reporting period | 72% |
| Republic of South Africa Government Bond, 6.500%, 2/28/2041 | 3.6% |
| Brazil Notas do Tesouro Nacional Serie F, 10.000%, 1/1/2031 | 3.5% |
| Mexican Bonos, 5.750%, 3/5/2026 | 2.6% |
| Republic of Poland Government Bond, 1.750%, 4/25/2032 | 2.5% |
| Czech Republic Government Bond, 3.000%, 3/3/2033 | 1.8% |
| Qatar Government International Bond, 4.750%, 5/29/2034 | 1.5% |
| MDGH GMTN RSC Ltd., 2.500%, 6/3/2031 | 1.3% |
| Indonesia Government International Bond, 3.700%, 10/30/2049 | 1.3% |
| Uruguay Government International Bond, 4.975%, 4/20/2055 | 1.3% |
| Petronas Capital Ltd., 3.404%, 4/28/2061 | 1.2% |
| Fund (Class) | Costs of a $10,000 investment |
Costs paid as a percentage of a $10,000 investment |
|
Gramercy Emerging Markets Debt Fund (Institutional Class/GFEMX) |
$91 | 0.85% |
| AVERAGE ANNUAL TOTAL RETURN | 1 Year |
Since Inception1 |
| Gramercy Emerging Markets Debt Fund (Institutional Class/GFEMX) | 13.08% | 9.23% |
| JP Morgan EM Blend Equal Weighted Index | 14.05% | 9.88% |
| Bloomberg Aggregate Bond Index | 7.30% | 5.77% |
|
1
|
Institutional Class shares commenced operations on April 1, 2024.
|
| Fund's net assets | $58,920,846 |
| Total number of portfolio holdings | 132 |
| Total advisory fees paid (net) | $2,702 |
| Portfolio turnover rate as of the end of the reporting period | 72% |
| Republic of South Africa Government Bond, 6.500%, 2/28/2041 | 3.6% |
| Brazil Notas do Tesouro Nacional Serie F, 10.000%, 1/1/2031 | 3.5% |
| Mexican Bonos, 5.750%, 3/5/2026 | 2.6% |
| Republic of Poland Government Bond, 1.750%, 4/25/2032 | 2.5% |
| Czech Republic Government Bond, 3.000%, 3/3/2033 | 1.8% |
| Qatar Government International Bond, 4.750%, 5/29/2034 | 1.5% |
| MDGH GMTN RSC Ltd., 2.500%, 6/3/2031 | 1.3% |
| Indonesia Government International Bond, 3.700%, 10/30/2049 | 1.3% |
| Uruguay Government International Bond, 4.975%, 4/20/2055 | 1.3% |
| Petronas Capital Ltd., 3.404%, 4/28/2061 | 1.2% |
(b) Not applicable.
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.
| Gramercy Emerging Markets Debt Fund |
FYE 12/31/2025 |
FYE 12/31/2024 |
|
| (a) | Audit Fees | $18,100 | $13,100 |
| (b) | Audit-Related Fees | N/A | N/A |
| (c) | Tax Fees | $2,900 | $2,900 |
| (d) | All Other Fees | N/A | N/A |
(e)(1) 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.
(e)(2) The percentage of fees billed by Tait, Weller, & Weller LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
| Gramercy Emerging Markets Debt Fund |
FYE 12/31/2025 |
FYE 12/31/2024 |
| Audit-Related Fees | 0% | 0% |
| Tax Fees | 0% | 0% |
| All Other Fees | 0% | 0% |
| (f) | 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.
| Gramercy Emerging Markets Debt Fund |
FYE 12/31/2025 |
FYE 12/31/2024 |
|
| (g) | Registrant Non-Audit Related Fees | N/A | N/A |
| (h) | Registrant's Investment Advisor | N/A | N/A |
| (i) | Not applicable. |
| (j) | Not applicable. |
Item 5. Audit Committee of Listed Registrants.
| (a) | Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934). |
| (b) | Not applicable. |
Item 6. Investments.
| (a) | Schedule of Investments is included as part of the report to shareholders filed under Item 7 of this Form. |
| (b) | Not Applicable. |
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
Gramercy Emerging Markets Debt Fund
(Class A: GFEAX)
(Institutional Class: GFEMX)
ANNUAL FINANCIALS AND OTHER INFORMATION
December 31, 2025
Gramercy Emerging Markets Debt Fund
A series of Investment Managers Series Trust
Table of Contents
Please note the Financials and Other Information only contains Items 7-11 required in Form N-CSR. All other required items will be filed with the SEC.
| Item 7. Financial Statements and Financial Highlights | |
| Schedule of Investments | 1 |
| Statement of Assets and Liabilities | 13 |
| Statement of Operations | 17 |
| Statements of Changes in Net Assets | 18 |
| Financial Highlights | |
| Class A | 20 |
| Institutional Class | 21 |
| Notes to Financial Statements | 22 |
| Report of Independent Registered Public Accounting Firm | 32 |
| Supplemental Information | 33 |
This report and the financial statements contained herein are provided for the general information of the shareholders of the Gramercy Emerging Markets Debt 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
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS
As of December 31, 2025
|
Number of Shares |
Value | |||||||
| COMMON STOCKS - 0.0% | ||||||||
| CHINA - 0.0% | ||||||||
| 720 | Country Garden Holdings Co., Ltd.* | $ | 37 | |||||
| 75,564 | Yuzhou Group Holdings Co., Ltd.* | 1,019 | ||||||
| 1,056 | ||||||||
| TOTAL COMMON STOCKS | ||||||||
| (Cost $4,011) | 1,056 | |||||||
|
Principal Amount1 |
||||||||
| FIXED INCOME SECURITIES - 91.7% | ||||||||
| ANGOLA - 0.4% | ||||||||
| 260,000 |
Angolan Government International Bond 8.250%, 5/9/2028 |
261,153 | ||||||
| ARGENTINA - 1.4% | ||||||||
| 720,000 |
Argentine Republic Government International Bond 4.125%, 7/9/20352,3 |
535,680 | ||||||
| 300,000 |
YPF S.A. 8.250%, 1/17/20342,4 |
305,700 | ||||||
| 841,380 | ||||||||
| AZERBAIJAN - 0.5% | ||||||||
| 320,000 |
Republic of Azerbaijan International Bond 3.500%, 9/1/2032 |
300,701 | ||||||
| BAHRAIN - 0.6% | ||||||||
| 330,000 |
Bahrain Government International Bond 7.500%, 9/20/2047 |
338,440 | ||||||
| BRAZIL - 7.0% | ||||||||
| 230,000 |
Braskem Netherlands Finance B.V. 4.500%, 1/31/20302 |
88,481 | ||||||
| 12,830 |
Brazil Notas do Tesouro Nacional Serie F 10.000%, 1/1/2031 |
2,059,526 | ||||||
| 780,000 |
Brazilian Government International Bond 4.750%, 1/14/20502 |
566,670 | ||||||
| 415,000 |
Embraer Netherlands Finance B.V. 5.400%, 1/9/20382 |
408,982 | ||||||
| 181,234 |
MC Brazil Downstream Trading SARL 7.250%, 6/30/2031 |
158,806 | ||||||
| 275,000 |
Nexa Resources S.A. 6.750%, 4/9/20342,4 |
293,219 | ||||||
| 300,000 |
Raizen Fuels Finance S.A. 5.700%, 1/17/20352 |
232,407 | ||||||
| 1 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| FIXED INCOME SECURITIES (Continued) | ||||||||
| BRAZIL (Continued) | ||||||||
| 269,800 |
Yinson Boronia Production B.V. 8.947%, 7/31/20422,4 |
$ | 294,318 | |||||
| 4,102,409 | ||||||||
| BULGARIA - 0.5% | ||||||||
| 270,000 |
Bulgaria Government International Bond 5.000%, 3/5/2037 |
268,110 | ||||||
| CHILE - 2.8% | ||||||||
| 300,000 |
Banco de Credito e Inversiones S.A. 7.500% (USD 5 Year Tsy+376.70 basis points), 12/12/21722,4,5,6 |
318,468 | ||||||
| 495,000,000 |
Bonos de la Tesoreria de la Republica en pesos 5.000%, 3/1/2035 |
545,214 | ||||||
| 244,376 |
Chile Electricity Lux Mpc II Sarl 5.580%, 10/20/2035 |
251,556 | ||||||
| 410,000 |
Corp Nacional del Cobre de Chile 3.150%, 1/15/20512 |
265,887 | ||||||
| 305,000 |
Inversiones La Construccion S.A. 4.750%, 2/7/20322 |
293,755 | ||||||
| 1,674,880 | ||||||||
| CHINA - 0.2% | ||||||||
| 249,676 |
CIFI Holdings Group Co., Ltd. 0.000%, 6/30/20272 |
16,454 | ||||||
| 400,000 |
KWG Group Holdings Ltd. 5.950%, 8/10/2027*2,7 |
18,000 | ||||||
| Shimao Group Holdings Ltd. | ||||||||
| 149,502 | 0.000%, 7/21/20264,8 | 4,186 | ||||||
| 1,011,822 | 5.000%, 7/21/20314,9 | 32,884 | ||||||
| 185,214 | 2.000%, 7/21/20324,9 | 5,075 | ||||||
| 277,821 | 2.000%, 7/21/20334,9 | 6,946 | ||||||
| 277,821 | 2.000%, 1/21/20344,9 | 5,556 | ||||||
| Yuzhou Group Holdings Co., Ltd. | ||||||||
| 78,840 | 7.000%, 6/30/20272,9 | 7,790 | ||||||
| 66,843 | 4.000%, 6/30/20282,9 | 1,337 | ||||||
| 116,397 | 4.500%, 6/30/20292,9 | 2,386 | ||||||
| 155,361 | 5.000%, 6/30/20302,9 | 3,185 | ||||||
| 217,936 | 5.500%, 6/30/20312,9 | 2,443 | ||||||
| 91,789 | 1.000%, 6/30/20342,9 | 115 | ||||||
| 106,357 | ||||||||
| COLOMBIA - 2.1% | ||||||||
| 300,000 |
Colombia Government International Bond 3.125%, 4/15/20312 |
260,250 | ||||||
| 2 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| FIXED INCOME SECURITIES (Continued) | ||||||||
| COLOMBIA (Continued) | ||||||||
| 3,072,800,000 |
Colombian TES 6.000%, 4/28/2028 |
$ | 709,202 | |||||
| 310,000 |
Ecopetrol S.A. 4.625%, 11/2/20312 |
276,133 | ||||||
| 1,245,585 | ||||||||
| CZECH REPUBLIC - 1.8% | ||||||||
| 23,560,000 |
Czech Republic Government Bond 3.000%, 3/3/2033 |
1,050,352 | ||||||
| DOMINICAN REPUBLIC - 1.0% | ||||||||
| 630,000 |
Dominican Republic International Bond 4.500%, 1/30/2030 |
616,199 | ||||||
| ECUADOR - 0.5% | ||||||||
| 360,000 |
Ecuador Government International Bond 6.900%, 7/31/20353 |
317,160 | ||||||
| EGYPT - 0.9% | ||||||||
| 500,000 |
Egypt Government International Bond 5.875%, 2/16/2031 |
499,520 | ||||||
| EL SALVADOR - 0.4% | ||||||||
| 250,000 |
El Salvador Government International Bond 7.125%, 1/20/20502 |
229,538 | ||||||
| GHANA - 0.8% | ||||||||
| 340,000 |
Ghana Government International Bond 1.500%, 1/3/2037 |
188,867 | ||||||
| 380,000 |
Kosmos Energy Ltd. 7.500%, 3/1/20282 |
254,600 | ||||||
| 443,467 | ||||||||
| GUATEMALA - 0.5% | ||||||||
| 320,000 |
Guatemala Government Bond 4.650%, 10/7/20412 |
275,600 | ||||||
| HONG KONG - 0.5% | ||||||||
| 260,000 |
AIA Group Ltd. 4.950%, 4/4/20332 |
268,208 | ||||||
| HUNGARY - 1.0% | ||||||||
| 210,600,000 |
Hungary Government Bond 3.000%, 8/21/2030 |
559,338 | ||||||
| 3 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| FIXED INCOME SECURITIES (Continued) | ||||||||
| INDIA - 2.7% | ||||||||
| 285,978 |
India Green Power Holdings 4.000%, 2/22/20272 |
$ | 278,829 | |||||
| 237,600 |
India Vehicle Finance 5.850%, 9/25/20304 |
240,565 | ||||||
| 360,000 |
JSW Steel Ltd. 5.050%, 4/5/20322 |
351,450 | ||||||
| 300,000 |
Manappuram Finance Ltd. 7.375%, 5/12/2028 |
305,250 | ||||||
| 400,000 |
Muthoot Finance Ltd. 6.375%, 4/23/20294 |
405,500 | ||||||
| 1,581,594 | ||||||||
| INDONESIA - 2.4% | ||||||||
| 780,000 |
Indofood CBP Sukses Makmur Tbk P.T. 4.745%, 6/9/20512 |
669,583 | ||||||
| 980,000 |
Indonesia Government International Bond 3.700%, 10/30/2049 |
748,475 | ||||||
| 1,418,058 | ||||||||
| JAMAICA - 1.0% | ||||||||
| 400,000 |
Kingston Airport Revenue Finance Ltd. 6.750%, 12/15/20362,4 |
410,124 | ||||||
| 200,000 |
Montego Bay Airport Revenue Finance Ltd. 6.600%, 6/15/20352,4 |
199,688 | ||||||
| 609,812 | ||||||||
| JORDAN - 0.8% | ||||||||
| 480,000 |
Jordan Government International Bond 5.750%, 11/12/20324 |
472,051 | ||||||
| KAZAKSTAN - 1.0% | ||||||||
| 280,000 |
Kazakhstan Government International Bond 4.714%, 4/9/20354 |
277,900 | ||||||
| 325,000 |
KazMunayGas National Co. JSC 3.500%, 4/14/20332 |
293,212 | ||||||
| 571,112 | ||||||||
| KENYA - 0.5% | ||||||||
| 270,000 |
Republic of Kenya Government International Bond 8.800%, 10/9/20384 |
272,968 | ||||||
| KUWAIT - 2.0% | ||||||||
| 630,000 |
MEGlobal B.V. 2.625%, 4/28/20282 |
604,800 | ||||||
| 4 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| FIXED INCOME SECURITIES (Continued) | ||||||||
| KUWAIT (Continued) | ||||||||
| 530,000 |
NBK Tier 1 Ltd. 6.375% (Constant Maturity Yield Six-Year Tsy+240.30 basis points), 1/10/21742,4,5,6 |
$ | 542,232 | |||||
| 1,147,032 | ||||||||
| MALAYSIA - 1.6% | ||||||||
| 360,000 |
Axiata Spv5 Labuan Ltd. 3.064%, 8/19/20502 |
252,536 | ||||||
| 1,050,000 |
Petronas Capital Ltd. 3.404%, 4/28/20612 |
712,982 | ||||||
| 965,518 | ||||||||
| MEXICO - 7.6% | ||||||||
| 350,000 |
Banco Mercantil del Norte S.A./Grand Cayman 6.625% (USD 10 Year Tsy+503.40 basis points), 1/24/20722,5,6 |
343,171 | ||||||
| 415,000 |
Corp Inmobiliaria Vesta S.A.B. de C.V. 5.500%, 1/30/20332,4 |
418,990 | ||||||
| 470,000 |
FIBRA Prologis 5.500%, 11/26/20352,4 |
471,586 | ||||||
| 595,000 |
GCC S.A.B. de C.V. 3.614%, 4/20/20322 |
553,273 | ||||||
| Mexican Bonos | ||||||||
| 27,400,000 | 5.750%, 3/5/2026 | 1,517,701 | ||||||
| 9,052,500 | 10.000%, 11/20/2036 | 534,786 | ||||||
| 790,000 |
Petroleos Mexicanos 6.750%, 9/21/2047 |
647,958 | ||||||
| 4,487,465 | ||||||||
| MONTENEGRO - 0.6% | ||||||||
| 350,000 |
Montenegro Government International Bond 7.250%, 3/12/20314 |
373,517 | ||||||
| MOROCCO - 1.0% | ||||||||
| 370,000 |
Morocco Government International Bond 4.000%, 12/15/2050 |
269,408 | ||||||
| 370,000 |
OCP S.A. 5.125%, 6/23/20512 |
305,165 | ||||||
| 574,573 | ||||||||
| NIGERIA - 1.1% | ||||||||
| 275,000 |
IHS Holding Ltd. 7.875%, 5/29/20302,4 |
282,755 | ||||||
| 350,000 |
Nigeria Government International Bond 7.375%, 9/28/2033 |
355,075 | ||||||
| 637,830 | ||||||||
| 5 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| FIXED INCOME SECURITIES (Continued) | ||||||||
| OMAN - 0.8% | ||||||||
| 460,000 |
Oman Government International Bond 5.375%, 3/8/2027 |
$ | 464,342 | |||||
| PAKISTAN - 0.3% | ||||||||
| 200,000 |
Pakistan Government International Bond 6.875%, 12/5/2027 |
201,625 | ||||||
| PANAMA - 1.3% | ||||||||
| 289,388 |
AES Panama Generation Holdings SRL 4.375%, 5/31/20302 |
270,346 | ||||||
| 690,000 |
Panama Government International Bond 4.500%, 1/19/20632 |
513,192 | ||||||
| 783,538 | ||||||||
| PARAGUAY - 0.5% | ||||||||
| 360,000 |
Paraguay Government International Bond 2.739%, 1/29/20332 |
321,840 | ||||||
| PERU - 0.4% | ||||||||
| 250,000 |
Corp Financiera de Desarrollo S.A. 5.500%, 5/6/20302 |
256,875 | ||||||
| PHILIPPINES - 1.5% | ||||||||
| 890,000 |
Philippine Government International Bond 2.650%, 12/10/2045 |
589,959 | ||||||
| 280,000 |
Rizal Commercial Banking Corp. 5.500%, 1/18/2029 |
288,050 | ||||||
| 878,009 | ||||||||
| POLAND - 3.6% | ||||||||
| 640,000 |
Bank Gospodarstwa Krajowego 6.250%, 7/9/20544 |
661,293 | ||||||
| 6,325,000 |
Republic of Poland Government Bond 1.750%, 4/25/2032 |
1,483,212 | ||||||
| 2,144,505 | ||||||||
| QATAR - 4.6% | ||||||||
| 730,000 |
Ooredoo International Finance Ltd. 2.625%, 4/8/2031 |
673,104 | ||||||
| 840,000 |
Qatar Government International Bond 4.750%, 5/29/20344 |
871,340 | ||||||
| 900,000 |
QatarEnergy 3.300%, 7/12/20512 |
630,072 | ||||||
| 6 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| FIXED INCOME SECURITIES (Continued) | ||||||||
| QATAR (Continued) | ||||||||
| 550,000 |
QIC Cayman Ltd. 6.150% (Constant Maturity Yield Six-Year Tsy+220.40 basis points), 7/7/20722,5,6 |
$ | 559,240 | |||||
| 2,733,756 | ||||||||
| ROMANIA - 1.5% | ||||||||
| 2,555,000 |
Romania Government Bond 4.850%, 7/25/2029 |
555,767 | ||||||
| 300,000 |
Romanian Government International Bond 6.375%, 1/30/2034 |
312,093 | ||||||
| 867,860 | ||||||||
| SAUDI ARABIA - 5.6% | ||||||||
| 800,000 |
Gaci First Investment Co. 5.375%, 10/13/21222 |
700,000 | ||||||
| 630,000 |
Greensaif Pipelines Bidco Sarl 6.129%, 2/23/2038 |
669,668 | ||||||
| 280,000 |
Riyad Tier 1 Sukuk Ltd. 4.000% (USD 5 Year Tsy+217.00 basis points), 2/16/20722,5,6 |
272,362 | ||||||
| 1,000,000 |
Saudi Arabian Oil Co. 3.500%, 11/24/20702 |
631,560 | ||||||
| Saudi Government International Bond | ||||||||
| 630,000 | 5.000%, 1/16/2034 | 642,729 | ||||||
| 390,000 | 5.750%, 1/16/2054 | 386,100 | ||||||
| 3,302,419 | ||||||||
| SOUTH AFRICA - 4.8% | ||||||||
| 350,000 |
Bidvest Group UK PLC 6.200%, 9/17/20322,4 |
355,140 | ||||||
| 44,560,000 |
Republic of South Africa Government Bond 6.500%, 2/28/2041 |
2,139,068 | ||||||
| 300,000 |
Windfall Mining Group, Inc. / Groupe Minier Windfall, Inc. 5.854%, 5/13/20322,4 |
312,750 | ||||||
| 2,806,958 | ||||||||
| SOUTH KOREA - 1.7% | ||||||||
| 490,000 |
Kookmin Bank 4.375%, 5/8/20284 |
494,660 | ||||||
| 490,000 |
POSCO Holdings, Inc. 5.750%, 5/7/20354 |
512,996 | ||||||
| 1,007,656 | ||||||||
| SRI LANKA - 0.3% | ||||||||
| 220,000 |
Sri Lanka Government International Bond 3.600%, 2/15/20383,4 |
199,650 | ||||||
| 7 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| FIXED INCOME SECURITIES (Continued) | ||||||||
| SUPRANATIONAL - 1.6% | ||||||||
| 400,000 |
African Development Bank 5.875% (USD 5 Year Tsy+165.30 basis points), 9/30/21252,5,6 |
$ | 399,500 | |||||
| 495,000 |
Banque Ouest Africaine de Developpement 6.250%, 10/14/20402,4 |
570,102 | ||||||
| 969,602 | ||||||||
| SURINAME - 0.8% | ||||||||
| 455,000 |
Suriname Government International Bond 8.500%, 11/6/20354 |
491,514 | ||||||
| TANZANIA (UNITED REPUBLIC OF) - 0.5% | ||||||||
| 290,000 |
HTA Group Ltd./Mauritius 7.500%, 6/4/20292,4 |
299,970 | ||||||
| THAILAND - 5.1% | ||||||||
| Bangkok Bank PCL/Hong Kong | ||||||||
| 390,000 | 5.650%, 7/5/20342,4 | 406,969 | ||||||
| 605,000 | 5.082%, 11/26/20352,4 | 604,340 | ||||||
| 280,000 |
Muangthai Capital PCL 6.875%, 9/30/2028 |
283,500 | ||||||
| Thailand Government Bond | ||||||||
| 17,630,000 | 3.650%, 6/20/2031 | 627,081 | ||||||
| 15,100,000 | 2.980%, 6/17/2045 | 531,160 | ||||||
| 15,500,000 | 2.750%, 6/17/2052 | 528,282 | ||||||
| 2,981,332 | ||||||||
| TURKEY - 1.8% | ||||||||
| 300,000 |
Turkiye Garanti Bankasi A.S. 8.125% (USD 5 Year Tsy+432.50 basis points), 1/8/20362,4,6 |
311,271 | ||||||
| 260,000 |
Turkiye Ihracat Kredi Bankasi A.S. 6.875%, 7/3/20284 |
268,450 | ||||||
| 485,000 |
Turkiye Is Bankasi A.S. 7.375% (USD 5 Year Tsy+362.90 basis points), 4/2/20362,4,6 |
486,212 | ||||||
| 1,065,933 | ||||||||
| UKRAINE - 0.3% | ||||||||
| 330,000 |
Ukraine Government International Bond 0.000%, 2/1/20363 |
185,625 | ||||||
| UNITED ARAB EMIRATES - 4.9% | ||||||||
| 615,000 |
Abu Dhabi National Energy Co. PJSC 4.750%, 3/9/20374 |
603,088 | ||||||
| 340,000 |
DP World Ltd./United Arab Emirates 4.700%, 9/30/20492 |
293,569 | ||||||
| 8 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| FIXED INCOME SECURITIES (Continued) | ||||||||
| UNITED ARAB EMIRATES (Continued) | ||||||||
| 300,000 |
Emirates NBD Bank PJSC 4.250% (Constant Maturity Yield Six-Year Tsy+315.50 basis points), 11/27/21722,5,6 |
$ | 292,980 | |||||
| 400,000 |
Finance Department Government of Sharjah 4.000%, 7/28/2050 |
267,904 | ||||||
| 810,000 |
Galaxy Pipeline Assets Bidco Ltd. 3.250%, 9/30/2040 |
661,219 | ||||||
| 840,000 |
MDGH GMTN RSC Ltd. 2.500%, 6/3/20312 |
764,929 | ||||||
| 2,883,689 | ||||||||
| URUGUAY - 1.3% | ||||||||
| 810,000 |
Uruguay Government International Bond 4.975%, 4/20/2055 |
736,695 | ||||||
| UZBEKISTAN - 2.5% | ||||||||
| 560,000 |
Ipoteka-Bank ATIB 6.450%, 10/9/20302 |
559,328 | ||||||
| 310,000 |
Republic of Uzbekistan International Bond 3.900%, 10/19/2031 |
285,615 | ||||||
| 270,000 |
Uzauto Motors AJ 7.375%, 11/19/20302,4 |
270,213 | ||||||
| 325,000 |
Uzbek Industrial and Construction Bank ATB 9.450% (USD 5 Year Tsy+579.20 basis points), 10/23/20722,4,5,6 |
326,830 | ||||||
| 1,441,986 | ||||||||
| VENEZUELA - 0.3% | ||||||||
| 850,000 |
Petroleos de Venezuela S.A. 6.000%, 5/16/2026*7 |
197,625 | ||||||
| ZAMBIA - 0.5% | ||||||||
| 260,000 |
First Quantum Minerals Ltd. 9.375%, 3/1/20292,4 |
273,780 | ||||||
| TOTAL FIXED INCOME SECURITIES | ||||||||
| (Cost $51,339,114) | 54,006,711 | |||||||
| 9 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
|
Principal Amount1 |
Value | |||||||
| U.S. GOVERNMENT - 3.1% | ||||||||
| 1,850,000 |
United States Treasury Bill 0.000%, 2/12/2026 |
$ | 1,842,434 | |||||
| TOTAL U.S. GOVERNMENT | ||||||||
| (Cost $1,841,948) | 1,842,434 | |||||||
| TOTAL INVESTMENTS - 94.8% | ||||||||
| (Cost $53,185,073) | 55,850,201 | |||||||
| Other Assets in Excess of Liabilities - 5.2% | 3,070,645 | |||||||
| TOTAL NET ASSETS - 100.0% | $ | 58,920,846 | ||||||
| PLC - | Public Limited Company |
| PCL - | Public Company Limited |
| PJSC - | Public Joint Stock Company |
| * | Non-income producing security. |
| 1 | Local currency. |
| 2 | Callable. |
| 3 | Step rate security. |
| 4 | 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 $13,954,796, which represents 23.68% of Net Assets. |
| 5 | Perpetual security. Maturity date is not applicable. |
| 6 | Variable rate security. |
| 7 | Security is in default. |
| 8 | Convertible security. |
| 9 | Payment-in-kind interest is generally paid by issuing additional par/shares of the security rather than paying cash. |
See accompanying Notes to Financial Statements.
| 10 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
FUTURES CONTRACTS
|
Number of Contracts Long (Short) |
Description |
Expiration Date |
Notional Value |
Value/Unrealized Appreciation (Depreciation) |
||||||||
| Interest Rate Futures | ||||||||||||
| (13) | Ultra Long U.S. Treasury Bond | March 2026 | $ | (1,534,000 | ) | $ | 28,563 | |||||
| TOTAL FUTURES CONTRACTS | $ | (1,534,000 | ) | $ | 28,563 | |||||||
See accompanying Notes to Financial Statements.
| 11 |
Gramercy Emerging Markets Debt Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
| Sale Contracts | Counterparty |
Currency Exchange |
Settlement Date |
Currency
Amount |
Value At Settlement Date |
Value At December 31, 2025 |
Unrealized Appreciation (Depreciation) |
|||||||||||||||
| Euro | UMB Bank NA | EUR per USD | 3/18/2026 | 494,000 | $ | (582,080 | ) | $ | (582,677 | ) | $ | (597 | ) | |||||||||
| (582,080 | ) | (582,677 | ) | (597 | ) | |||||||||||||||||
| TOTAL FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS | $ | (582,080 | ) | $ | (582,677 | ) | $ | (597 | ) | |||||||||||||
EUR - Euro
See accompanying Notes to Financial Statements.
| 12 |
Gramercy Emerging Markets Debt Fund
STATEMENT OF ASSETS AND LIABILITIES
As of December 31, 2025
| Assets: | ||||
| Investments, at value (cost $53,185,073) | $ | 55,850,201 | ||
| Foreign currency, at value (cost $5) | 5 | |||
| Cash | 2,124,427 | |||
| Cash deposited with brokers for futures contracts | 99,962 | |||
| Variation margin on futures contracts | 28,563 | |||
| Receivables: | ||||
| Due from Advisor | 23,951 | |||
| Dividends and interest | 912,243 | |||
| Prepaid expenses | 5,560 | |||
| Total assets | 59,044,912 | |||
| Liabilities: | ||||
| Payables: | ||||
| Fund shares redeemed | 21,438 | |||
| Unrealized depreciation on forward foreign currency exchange contracts | 597 | |||
| Shareholder servicing fees (Note 7) | 7,931 | |||
| Distribution fees - Class A (Note 6) | 17 | |||
| Fund services fees | 48,481 | |||
| Auditing fees | 21,522 | |||
| Trustees' deferred compensation (Note 3) | 6,798 | |||
| Chief Compliance Officer fees | 3,573 | |||
| Shareholder reporting fees | 2,769 | |||
| Trustees' fees and expenses | 1,785 | |||
| Accrued other expenses | 9,155 | |||
| Total liabilities | 124,066 | |||
| Commitments and contingencies (Note 3) | ||||
| Net Assets | $ | 58,920,846 | ||
| Components of Net Assets: | ||||
| Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized) | $ | 56,286,375 | ||
| Total distributable earnings (accumulated deficit) | 2,634,471 | |||
| Net Assets | $ | 58,920,846 | ||
See accompanying Notes to Financial Statements.
| 13 |
Gramercy Emerging Markets Debt Fund
STATEMENT OF ASSETS AND LIABILITIES - Continued
As of December 31, 2025
| Maximum Offering Price per Share: | ||||
| Class A Shares: | ||||
| Net assets applicable to shares outstanding | $ | 68,405 | ||
| Shares of beneficial interest issued and outstanding | 6,544 | |||
| Redemption price per share1 | $ | 10.45 | ||
| Maximum sales charge (4.25% of offering price)2 | 0.46 | |||
| Maximum offering price to public | $ | 10.91 | ||
| Institutional Class Shares: | ||||
| Net assets applicable to shares outstanding | $ | 58,852,441 | ||
| Shares of beneficial interest issued and outstanding | 5,627,963 | |||
| Offering and redemption price per share | $ | 10.46 | ||
| 1 | A contingent deferred sales charge ("CDSC") of 1.00% will be charged on certain purchases of $1 million or more that are redeemed in whole or in part within 12 months of the date of purchase. |
| 2 | No initial sales charge is applied to purchases of $1 million or more. |
See accompanying Notes to Financial Statements.
| 14 |
Gramercy Emerging Markets Debt Fund
STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
| Investment income: | ||||
| Interest (net of foreign withholding taxes of $11,548) | $ | 3,959,594 | ||
| Total investment income | 3,959,594 | |||
| Expenses: | ||||
| Advisory fees | 428,755 | |||
| Shareholder servicing fees (Note 7) | 87,239 | |||
| Distribution fees - Class A (Note 6) | 303 | |||
| Fund services fees | 203,786 | |||
| Registration fees | 67,306 | |||
| Legal fees | 32,904 | |||
| Chief Compliance Officer fees | 23,011 | |||
| Auditing fees | 21,965 | |||
| Miscellaneous | 20,009 | |||
| Trustees' fees and expenses | 16,019 | |||
| Shareholder reporting fees | 14,327 | |||
| Offering costs | 5,894 | |||
| Insurance fees | 2,960 | |||
| Tax expenses | 1,548 | |||
| Total expenses | 926,026 | |||
| Advisory fees recovered (waived) | (426,053 | ) | ||
| Fees paid indirectly (Note 3) | (12,198 | ) | ||
| Net expenses | 487,775 | |||
| Net investment income (loss) | 3,471,819 | |||
| Realized and Unrealized Gain (Loss) on: | ||||
| Net realized gain (loss) on: | ||||
| Investments | 328,296 | |||
| Futures contracts | (173 | ) | ||
| Forward foreign currency exchange contracts | (21,408 | ) | ||
| Foreign currency transactions | 22,715 | |||
| Total realized gain (loss) | 329,430 | |||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | 3,197,111 | |||
| Futures contracts | 28,563 | |||
| Forward foreign currency exchange contracts | (5,965 | ) | ||
| Foreign currency translations | 16,661 | |||
| Net change in unrealized appreciation (depreciation) | $ | 3,236,370 | ||
| Net realized and unrealized gain (loss) | 3,565,800 | |||
| Net Increase (Decrease) in Net Assets from Operations | $ | 7,037,619 | ||
See accompanying Notes to Financial Statements.
| 15 |
Gramercy Emerging Markets Debt Fund
STATEMENTS OF CHANGES IN NET ASSETS
|
For the 2025 |
For the 2024 |
|||||||
| Increase (Decrease) in Net Assets from: | ||||||||
| Operations: | ||||||||
| Net investment income (loss) | $ | 3,471,819 | $ | 2,548,356 | ||||
| Total realized gain (loss) on investments, forward foreign currency exchange contracts and foreign currency translations | 329,430 | (194,760 | ) | |||||
| Net change in unrealized appreciation (depreciation) on investments, forward foreign currency exchange contracts and foreign currency translations | 3,236,370 | (536,512 | ) | |||||
| Net increase (decrease) in net assets resulting from operations | 7,037,619 | 1,817,084 | ||||||
| Distributions to Shareholders: | ||||||||
| Distributions: | ||||||||
| Class A | (6,573 | ) | (7,182 | ) | ||||
| Institutional Class | (3,499,549 | ) | (2,723,566 | ) | ||||
| Total distributions to shareholders | (3,506,122 | ) | (2,730,748 | ) | ||||
| Capital Transactions: | ||||||||
| Net proceeds from shares sold: | ||||||||
| Class A | - | 150,000 | ||||||
| Institutional Class | 11,661,888 | 61,134,123 | ||||||
| Reinvestment of distributions: | ||||||||
| Class A | 6,573 | 7,182 | ||||||
| Institutional Class | 988,465 | 749,114 | ||||||
| Cost of shares redeemed: | ||||||||
| Class A | (100,000 | ) | - | |||||
| Institutional Class | (13,179,071 | ) | (5,115,261 | ) | ||||
| Net increase (decrease) in net assets from capital transactions | (622,145 | ) | 56,925,158 | |||||
| Total increase (decrease) in net assets | 2,909,352 | 56,011,494 | ||||||
| Net Assets: | ||||||||
| Beginning of period | 56,011,494 | - | ||||||
| End of period | $ | 58,920,846 | $ | 56,011,494 | ||||
| Capital Share Transactions: | ||||||||
| Shares sold: | ||||||||
| Class A | - | 15,000 | ||||||
| Institutional Class | 1,140,745 | 6,118,414 | ||||||
| Shares reinvested: | ||||||||
| Class A | 648 | 719 | ||||||
| Institutional Class | 96,536 | 74,932 | ||||||
See accompanying Notes to Financial Statements.
| 16 |
Gramercy Emerging Markets Debt Fund
STATEMENTS OF CHANGES IN NET ASSETS - Continued
|
For the Year Ended December 31, 2025 |
For the Period April 1, 2024* through December 31, 2024 |
|||||||
| Shares redeemed: | ||||||||
| Class A | (9,823 | ) | - | |||||
| Institutional Class | (1,294,434 | ) | (508,230 | ) | ||||
| Net increase (decrease) in capital share transactions | (66,328 | ) | 5,700,835 | |||||
| * | Commencement of operations. |
See accompanying Notes to Financial Statements.
| 17 |
Gramercy Emerging Markets Debt Fund
FINANCIAL HIGHLIGHTS
Class A
Per share operating performance.
For a capital share outstanding throughout each period.
|
For the Year Ended December 31, |
For the Period April 1, 2024* through December 31, |
|||||||
| 2025 | 2024 | |||||||
| Net asset value, beginning of period | $ | 9.82 | $ | 10.00 | ||||
| Income from Investment Operations: | ||||||||
| Net investment income (loss) 1 | 0.59 | 0.45 | ||||||
| Net realized and unrealized gain (loss) | 0.64 | (0.17 | ) | |||||
| Total from investment operations | 1.23 | 0.28 | ||||||
| Less Distributions: | ||||||||
| From net investment income | (0.53 | ) | (0.42 | ) | ||||
| From net realized gain | (0.07 | ) | (0.04 | ) | ||||
| Total distributions | (0.60 | ) | (0.46 | ) | ||||
| Net asset value, end of period | $ | 10.45 | $ | 9.82 | ||||
| Total return2 | 12.80 | % | 2.91 | %3 | ||||
| Ratios and Supplemental Data: | ||||||||
| Net assets, end of period (in thousands) | $ | 68 | $ | 154 | ||||
| Ratio of expenses to average net assets: | ||||||||
| Before fees waived and expenses absorbed | 1.87 | %4 | 1.73 | %5 | ||||
| After fees waived and expenses absorbed | 1.10 | %4 | 1.10 | %5 | ||||
| Ratio of net investment income (loss) to average net assets: | ||||||||
| Before fees waived and expenses absorbed | 5.06 | % | 5.27 | %5 | ||||
| After fees waived and expenses absorbed | 5.83 | % | 5.90 | %5 | ||||
| Portfolio turnover rate | 72 | % | 50 | %3 | ||||
| * | Commencement of operations. |
| 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 reduced on sales of $50,000 or more and no initial sales charge is applied to purchases of $1 million or more. Returns shown do not include payment of a contingent deferred sales charge ("CDSC") of 1.00% on certain purchases of $1 million or more that are redeemed in whole or in part within 12 months of the date of purchase. If these sales charges were included total returns would be lower. |
| 3 | Not annualized. |
| 4 | If tax expense had been excluded, the expense ratios would have been lowered by 0.00% for the year ended December 31, 2025. |
| 5 | Annualized. |
See accompanying Notes to Financial Statements.
| 18 |
Gramercy Emerging Markets Debt Fund
FINANCIAL HIGHLIGHTS
Institutional Class
Per share operating performance.
For a capital share outstanding throughout each period.
|
For the Year Ended December 31, |
For the Period April 1, 2024* through December 31, |
|||||||
| 2025 | 2024 | |||||||
| Net asset value, beginning of period | $ | 9.83 | $ | 10.00 | ||||
| Income from Investment Operations: | ||||||||
| Net investment income (loss)1 | 0.62 | 0.46 | ||||||
| Net realized and unrealized gain (loss) | 0.64 | (0.15 | ) | |||||
| Total from investment operations | 1.26 | 0.31 | ||||||
| Less Distributions: | ||||||||
| From net investment income | (0.56 | ) | (0.44 | ) | ||||
| From net realized gain | (0.07 | ) | (0.04 | ) | ||||
| Total distributions | (0.63 | ) | (0.48 | ) | ||||
| Net asset value, end of period | $ | 10.46 | $ | 9.83 | ||||
| Total return2 | 13.08 | % | 3.21 | %3 | ||||
| Ratios and Supplemental Data: | ||||||||
| Net assets, end of period (in thousands) | $ | 58,852 | $ | 55,857 | ||||
| Ratio of expenses to average net assets: | ||||||||
| Before fees waived and expenses absorbed | 1.62 | %4 | 1.48 | %5 | ||||
| After fees waived and expenses absorbed | 0.85 | %4 | 0.85 | %5 | ||||
| Ratio of net investment income (loss) to average net assets: | ||||||||
| Before fees waived and expenses absorbed | 5.30 | % | 5.52 | %5 | ||||
| After fees waived and expenses absorbed | 6.07 | % | 6.15 | %5 | ||||
| Portfolio turnover rate | 72 | % | 50 | %3 | ||||
| * | Commencement of operations. |
| 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 | Not annualized. |
| 4 | If tax expense had been excluded, the expense ratios would have been lowered by 0.00% for the year ended December 31, 2025. |
| 5 | Annualized. |
See accompanying Notes to Financial Statements.
| 19 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS
December 31, 2025
Note 1 - Organization
The Gramercy Emerging Markets Debt Fund (the ''Fund'') was organized as a diversified series of Investment Managers Series Trust, a Delaware statutory trust (the "Trust") which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the "1940 Act").
The Fund seeks long-term capital appreciation. The Fund commenced investment operations on April 1, 2024. The Fund currently offers three classes of shares: A shares, C shares, and Institutional shares. Class C shares are not currently available for purchase.
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).
The Fund is deemed to be an individual reporting segment and is not part of a consolidated reporting entity. The objective and strategy of the Fund is used by the Advisor to make investment decisions, and the results of the operations, as shown on the Statements of Operations and the financial highlights for the Fund is the information utilized for the day-to-day management of the Fund. The Fund is party to the expense agreements as disclosed in the Notes to the Financial Statements and there are no resources allocated to a Fund based on performance measurements. The management of the Fund's Advisor is deemed to be the Chief Operating Decision Maker with respect to the Fund's investment decisions.
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.
| 20 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
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) 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.
The Fund incurred offering costs of approximately $23,700, which amortized over a one-year period from April 1, 2024 (commencement of operations).
(c) Corporate Debt Securities
Corporate debt securities are fixed-income securities issued by businesses to finance their operations, although corporate debt instruments may also include bank loans to companies. Notes, bonds, bank loans, debentures and commercial paper are the most common types of corporate debt securities, with the primary difference being their maturities and secured or unsecured status. Commercial paper has the shortest term and is usually unsecured. The broad category of corporate debt securities includes debt issued by domestic or foreign companies of all kinds, including those with small-, mid- and large-capitalizations. Corporate debt may be rated investment grade or below investment grade and may carry variable or floating rates of interest.
Corporate debt securities carry credit risk, interest rate risk and prepayment risk. Credit risk is the risk that a fund could lose money if the issuer of a corporate debt security is unable to pay interest or repay principal when it is due. Some corporate debt securities that are rated below investment grade are generally considered speculative because they present a greater risk of loss, including default, than higher quality debt securities. The credit risk of a particular issuer's debt security may vary based on its priority for repayment.
Interest rate risk is the risk that the value of certain corporate debt securities will tend to fall when interest rates rise. In general, corporate debt securities with longer terms tend to fall more in value when interest rates rise than corporate debt securities with shorter terms. Prepayment risk occurs when issuers prepay fixed rate debt securities when interest rates fall, forcing the Fund to invest in securities with lower interest rates. Issuers of debt securities are also subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors that may restrict the ability of the issuer to pay, when due, the principal of and interest on its debt securities.
| 21 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
(d) Foreign Currency Translation
The Fund's records are maintained in U.S. dollars. The value of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the reporting period. The currencies are translated into U.S. dollars by using the exchange rates quoted at the close of the London Stock Exchange prior to when the Fund's NAV is next determined. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions.
The Fund does not isolate that portion of its net realized and unrealized gains and losses on investments resulting from changes in foreign exchange rates from the impact arising from changes in market prices. Such fluctuations are included with net realized and unrealized gain or loss from investments and foreign currency.
Net realized foreign currency transaction gains and losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the differences between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency translation gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates.
(e) 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.
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. The Fund does not currently have any open tax periods and therefore does 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.
| 22 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
(f) 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.
(g) 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.
(h) 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.
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 0.75% of the Fund's average daily net assets. The Advisor engages Gramercy Funds Management LLC (the "Sub-Advisor") to manage the Fund and pays the Sub-Advisor from its advisory fees.
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, as applicable, taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with Form N-1A), professional fees related to services for the collection of foreign tax reclaims, expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation expenses) do not exceed 1.10% and 0.85% of the average daily net assets of the Class A Shares and Institutional Shares, respectively. This agreement is in effect through April 30, 2026, and it may be terminated before that date only by the Trust's Board of Trustees.
| 23 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
For the year ended December 31, 2025, the Advisor waived a portion of its advisory fees totaling $426,053. The Advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three full fiscal years after the date of the waiver or payment. The Advisor is permitted to seek reimbursement from 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 in effect at the time such fees were waived or payments made, or (b) the expense limitation in effect at the time of the reimbursement. At December 31, 2025, the amount of these potentially recoverable expenses was $668,361. 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:
| 2027 | $ | 242,308 | ||
| 2028 | 426,053 | |||
| Total | $ | 668,361 |
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, 2025, are reported on the Statement of Operations as Fund services fees. The Fund has a fee agreement with its custodian, UMB Bank, n.a., which provides for custody fees to be reduced by earnings credit based on cash balances left on deposit with the custodian. For the year ended December 31, 2025, the total fees reduced by earnings credits were $12,198. Such amount is shown as a reduction of expenses, "Fees paid indirectly", on the Statement of Operations.
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, 2025, 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.
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, 2025, are reported on the Statement of Operations.
| 24 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
Note 4 - Federal Income Taxes -
At December 31, 2025, gross unrealized appreciation and depreciation of investments owned by the Fund, based on cost for federal income tax purposes were as follows:
| Cost of investments | $ | 53,185,073 | ||
| Gross unrealized appreciation | $ | 2,998,270 | ||
| Gross unrealized depreciation | (333,142 | ) | ||
| Net unrealized appreciation (depreciation) on investments | $ | 2,665,128 |
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, 2025, 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 (Deficit) |
|||||||
| Gramercy Emerging Markets Debt Fund | $ | (992 | ) | $ | 992 | |||
As of December 31, 2025, the components of accumulated earnings (deficit) on a tax basis were as follows:
| Undistributed ordinary income | $ | - | ||
| Undistributed long-term capital gains | 2,158 | |||
| Tax accumulated earnings | 2,158 | |||
| Accumulated capital and other losses | (32,781 | ) | ||
| Unrealized appreciation (depreciation) on investments | 2,665,128 | |||
| Unrealized appreciation (depreciation) on foreign translations | 6,764 | |||
| Unrealized appreciation (depreciation) deferred compensation | (6,798 | ) | ||
| Total accumulated earnings (deficit) | $ | 2,634,471 |
The tax character of the distributions paid during the year ended December 31, 2025 and the period April 1, 2024 (commencement of operations) to December 31, 2024, were as follows:
| 2025 | 2024 | |||||||
| Distributions paid from: | ||||||||
| Ordinary income | $ | 3,318,938 | $ | 2,730,748 | ||||
| Net long-term capital gains | 187,184 | - | ||||||
| Total distributions paid | $ | 3,506,122 | $ | 2,730,748 | ||||
As of December 31, 2025, the Fund had $16,610, of qualified late-year ordinary losses, which are deferred until fiscal year 2026 for tax purposes. Net late-year losses incurred after December 31, and within the taxable year are deemed to arise on the first day of the fund's next taxable year.
| 25 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
As of December 31, 2025, the Fund had $16,171, of post-October capital losses which are deferred until fiscal year 2026 for tax purposes. Net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first day of the fund's next taxable year.
Note 5 - Investment Transactions
For the year ended December 31, 2025, purchases and sales of investments, excluding short-term investments, were as follows:
| Purchases | Sales | |||||
| $ | 38,849,016 | $ | 43,278,342 | |||
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 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. The Institutional Class does not pay any distribution fees.
For the year ended December 31, 2025, distribution fees incurred are disclosed on the Statement of Operations.
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, 2025, 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.
| 26 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
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.
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, 2025, in valuing the Fund's assets and liabilities carried at fair value:
| Level 1 | Level 2 | Level 3* | Total | |||||||||||||
| Assets | ||||||||||||||||
| Investments | ||||||||||||||||
| Common Stocks | $ | 1,019 | $ | 37 | $ | - | $ | 1,056 | ||||||||
| Fixed Income Securities1 | - | 54,006,711 | - | 54,006,711 | ||||||||||||
| U.S. Government | - | 1,842,434 | - | 1,842,434 | ||||||||||||
| Total Investments | $ | 1,019 | $ | 55,849,182 | $ | - | $ | 55,850,201 | ||||||||
| Other Financial Instruments** | ||||||||||||||||
| Futures Contracts | 28,563 | - | - | 28,563 | ||||||||||||
| Total Assets | $ | 29,582 | $ | 55,849,182 | $ | - | $ | 55,878,764 | ||||||||
| Liabilities | ||||||||||||||||
| Other Financial Instruments** | ||||||||||||||||
| Forward Contracts | $ | - | $ | 597 | $ | - | $ | 597 | ||||||||
| Total Liabilities | $ | - | $ | 597 | $ | - | $ | 597 | ||||||||
| 27 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
| 1 | For a detailed break-out of fixed income securities by country, please refer to the Schedule of Investments. |
| * | The Fund did not hold any Level 3 securities at period end. |
| ** | Other financial instruments are derivative instruments such as swap contracts, forward contracts and futures contracts. Swap contracts, forwards contracts and futures contracts are valued at the unrealized appreciation (depreciation) on the instrument. |
Note 10 - Derivatives and Hedging Disclosures
Derivatives and Hedging 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 and performance. The Fund invested in forward contracts and Futures Contracts during the year ended December 31, 2025.
The effects of these derivative instruments on the Fund's financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations are presented in the tables below. The fair values of derivative instruments, as of December 31, 2025, by risk category are as follows:
|
Asset Derivatives |
Liability Derivatives |
|||||||||
| Derivatives not designated as hedging instruments |
Statement of Asset and Liabilities Location |
Value | Value | |||||||
| Foreign Exchange Contract | Unrealized appreciation on forward foreign currency exchange contracts | $ | - | $ | 597 | |||||
| Interest Rate Contracts | Unrealized appreciation/depreciation on open futures contracts* | 28,563 | - | |||||||
* Includes cumulative appreciation/depreciation on futures contracts as reported in the Schedule of Investments. Net unrealized appreciation/depreciation is shown as variation margin as presented on the Statements of Assets and Liabilities.
The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2025:
| Amount of Realized Gain or (Loss) on Derivatives Recognized in Income | ||||||
| Derivatives not designated as hedging instruments | Total | |||||
| Foreign Exchange Contracts | Forward Contracts | $ | (21,408 | ) | ||
| Interest Rate Contracts | Futures Contracts | (173 | ) | |||
| Change in Unrealized Appreciation/Depreciation on Derivatives Recognized in Income | ||||||
| Derivatives not designated as hedging instruments | Total | |||||
| Foreign Exchange Contracts | Forward Contracts | $ | (5,965 | ) | ||
| Interest Rate Contracts | Futures Contracts | 28,563 | ||||
| 28 |
Gramercy Emerging Markets Debt Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025
The quarterly average volumes of derivative instruments as of December 31, 2025, are as follows:
| Derivatives not designated as hedging instruments | Total | |||||||
| Foreign Exchange Contracts | Short Forward Contracts | Notional Amount | $ | (200,648 | ) | |||
| Interest Rate Contracts | Short Futures Contracts | Notional Amount | (306,800 | ) | ||||
Note 11 - 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, tariffs, bank failures, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate impacted markets. The duration of these events could adversely affect the Fund's performance, the performance of the securities in which the Fund invests and may lead to losses on your investment. The ultimate impact of "Market Disruptions and Geopolitical Risks" on the financial performance of the Fund's investments is not reasonably estimable at this time. Management is actively monitoring these events.
Note 12 - Recently Issued Accounting Pronouncements and Regulatory Updates
In December 2023, the FASB issued Accounting Standards Updated 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which amends quantitative and qualitative income tax disclosure requirements in order to increase disclosure consistency, bifurcate income tax information by jurisdiction and remove information that is no longer beneficial. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. In the reporting period, the Fund adopted FASB Accounting Standards Update 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures (ASU 2023-09), which enhances income tax disclosures, including disclosure income taxes paid disaggregated by jurisdiction. Adoption of the new standard did not materially impact financial statement disclosures and did not affect the Fund's financial position or the results of its operations.
Note 13 - 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.
There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund's financial statements.
| 29 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees of Investment Managers Series Trust and
Shareholders of Gramercy Emerging Markets Debt Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of Gramercy Emerging Markets Debt Fund (the "Fund"), a series of Investment Managers Series Trust (the "Trust"), including the schedule of investments, as of December 31, 2025, the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year ended December 31, 2025 and for the period April 1, 2024 (commencement of operations) through December 31, 2024, 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, 2025, and the results of its operations, the changes in its net assets and the financial highlights for the periods stated above, 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, 2025 by correspondence with the custodian and broker. We believe that our audits provide a reasonable basis for our opinion.
| TAIT, WELLER & BAKER LLP |
Philadelphia, Pennsylvania
February 27, 2026
| 30 |
Gramercy Emerging Markets Debt Fund
SUPPLEMENTAL INFORMATION (Unaudited)
Long-Term Capital Gain Designation
For the fiscal year ended December 31, 2025, the Fund designates $187,184 as a 20% rate gain distribution for purposes of the dividends paid deduction.
Shareholder Meeting Results
Shareholders were asked to participate in a special meeting of shareholders on September 12, 2025 (the "Shareholder Meeting") for the purpose of electing trustees. Each Nominee was approved by the affirmative vote of a plurality of the shares voting at the Shareholder Meeting. The final results of the Shareholder Meeting are reported in the following table.
Proposal : To elect the following as Trustees of the Trust:
| Voted For |
Total Shares Outstanding |
Voted Withheld |
Total Shares Outstanding |
|||
| Trustee Nominee Name | Shares | % | % | Shares | % | % |
| Ashley Toomey Rabun | 827,129,737.221 | 93.884% | 64.642% | 53,885,229.201 | 6.116% | 4.211% |
| William H. Young | 829,469,192.220 | 94.150% | 64.825% | 51,545,774.202 | 5.850% | 4.028% |
| James E. Ross | 872,416,952.851 | 99.025% | 68.182% | 8,598,013.571 | 0.975% | 0.671% |
| Jill I. Mavro | 872,376,298.228 | 99.020% | 68.178% | 8,638,668.194 | 0.980% | 0.675% |
| Maureen Quill | 873,652,842.444 | 99.165% | 68.278% | 7,362,123.978 | 0.835% | 0.575% |
Note: Record date Shares 1,279,552,379.149
Shares voted: 881,014,966.422
% Total Shares Voted: 68.853%
| 31 |
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not Applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Proxy Disclosures for Open-End Management Investment Companies are included in item 7, as part of the financial statements.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
This information is included in Item 7, as part of the financial statements.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
Not applicable.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable to open-end investment companies.
Item 15. 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 16. Controls and Procedures.
| (a) | The Registrant's Principal Executive Officer and Principal 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable to open-end investment companies.
Item 18. Recovery of Erroneously Awarded Compensation.
(a) Not Applicable.
(b) Not Applicable.
Item 19. Exhibits.
(a) (2) Any policy required by the listing standards adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant's securities are listed. Instruction to paragraph (a)(2). Not Applicable.
(a) (4) Not Applicable
(a) (5) Not Applicable
| (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 and Principal Executive Officer | ||
| Date | 03/06/26 |
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 and Principal Executive Officer | ||
| Date | 03/06/26 | |
| By (Signature and Title) | /s/ Rita Dam | |
| Rita Dam, Treasurer and Principal Financial Officer | ||
| Date | 03/06/26 |