03/06/2026 | Press release | Distributed by Public on 03/06/2026 14:47
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21719
INVESTMENT MANAGERS SERIES TRUST
(Exact name of registrant as specified in charter)
235 W. Galena Street
Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)
Diane J. Drake
Mutual Fund Administration, LLC
2220 E. Route 66, Suite 226
Glendora, CA 91740
(Name and address of agent for service)
(626) 385-5777
Registrant's telephone number, including area code
Date of fiscal year end: June 30
Date of reporting period: December 31, 2025
| Fund (Class) | Costs of a $10,000 investment |
Costs paid as a percentage of a $10,000 investment |
|
Bahl & Gaynor Income Growth Fund (Class A/AFNAX) |
$47 | 0.90%1 |
|
1
|
Annualized.
|
| Fund net assets | $1,716,132,686 |
| Total number of portfolio holdings | 50 |
| Portfolio turnover rate as of the end of the reporting period | 14% |
| Eli Lilly & Co., 1.73% | 5.6% |
| Johnson & Johnson, 1.30% | 5.3% |
| Broadcom, Inc., 0.65% | 5.1% |
| AbbVie, Inc., 1.73% | 4.6% |
| Microsoft Corp., 0.91% | 4.6% |
| Travelers Cos., Inc., 1.10% | 3.6% |
| JPMorgan Chase & Co., 1.50% | 3.2% |
| Williams Cos., Inc., 0.50% | 2.9% |
| Procter & Gamble Co., 1.06% | 2.9% |
| NextEra Energy, Inc., 0.57% | 2.8% |
| Fund (Class) | Costs of a $10,000 investment |
Costs paid as a percentage of a $10,000 investment |
|
Bahl & Gaynor Income Growth Fund (Class C/AFYCX) |
$86 | 1.65%1 |
|
1
|
Annualized.
|
| Fund net assets | $1,716,132,686 |
| Total number of portfolio holdings | 50 |
| Portfolio turnover rate as of the end of the reporting period | 14% |
| Eli Lilly & Co., 1.73% | 5.6% |
| Johnson & Johnson, 1.30% | 5.3% |
| Broadcom, Inc., 0.65% | 5.1% |
| AbbVie, Inc., 1.73% | 4.6% |
| Microsoft Corp., 0.91% | 4.6% |
| Travelers Cos., Inc., 1.10% | 3.6% |
| JPMorgan Chase & Co., 1.50% | 3.2% |
| Williams Cos., Inc., 0.50% | 2.9% |
| Procter & Gamble Co., 1.06% | 2.9% |
| NextEra Energy, Inc., 0.57% | 2.8% |
| Fund (Class) | Costs of a $10,000 investment |
Costs paid as a percentage of a $10,000 investment |
|
Bahl & Gaynor Income Growth Fund (Class I/AFNIX) |
$34 | 0.65%1 |
|
1
|
Annualized.
|
| Fund net assets | $1,716,132,686 |
| Total number of portfolio holdings | 50 |
| Portfolio turnover rate as of the end of the reporting period | 14% |
| Eli Lilly & Co., 1.73% | 5.6% |
| Johnson & Johnson, 1.30% | 5.3% |
| Broadcom, Inc., 0.65% | 5.1% |
| AbbVie, Inc., 1.73% | 4.6% |
| Microsoft Corp., 0.91% | 4.6% |
| Travelers Cos., Inc., 1.10% | 3.6% |
| JPMorgan Chase & Co., 1.50% | 3.2% |
| Williams Cos., Inc., 0.50% | 2.9% |
| Procter & Gamble Co., 1.06% | 2.9% |
| NextEra Energy, Inc., 0.57% | 2.8% |
(b) Not applicable.
Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
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.
Bahl & Gaynor Income Growth Fund
(Class A: AFNAX)
(Class C: AFYCX)
(Class I: AFNIX)
SEMI-ANNUAL FINANCIALS AND OTHER INFORMATION
DECEMBER 31, 2025
Bahl & Gaynor Income Growth 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.
| Schedule of Investments | 1 |
| Statement of Assets and Liabilities | 3 |
| Statement of Operations | 4 |
| Statements of Changes in Net Assets | 5 |
| Financial Highlights | 6 |
| Class A | 6 |
| Class C | 7 |
| Class I | 8 |
| Notes to Financial Statements | 9 |
| Supplemental Information | 17 |
This report and the financial statements contained herein are provided for the general information of the shareholders of the Bahl & Gaynor Income Growth Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded or accompanied by an effective prospectus.
www.bahl-gaynor.com
Bahl & Gaynor Income Growth Fund
SCHEDULE OF INVESTMENTS
As of December 31, 2025 (Unaudited)
|
Number of Shares |
Value | |||||||
| COMMON STOCKS - 98.1% | ||||||||
| CONSUMER DISCRETIONARY - 5.6% | ||||||||
| 70,223 | Darden Restaurants, Inc. | $ | 12,922,436 | |||||
| 107,725 | Home Depot, Inc. | 37,068,173 | ||||||
| 150,374 | McDonald's Corp. | 45,958,806 | ||||||
| 95,949,415 | ||||||||
| CONSUMER STAPLES - 7.5% | ||||||||
| 807,018 | Mondelez International, Inc., Class A | 43,441,779 | ||||||
| 164,345 | PepsiCo, Inc. | 23,586,794 | ||||||
| 72,429 | Philip Morris International, Inc. | 11,617,612 | ||||||
| 350,014 | Procter & Gamble Co. | 50,160,506 | ||||||
| 128,806,691 | ||||||||
| ENERGY - 10.0% | ||||||||
| 243,024 | Chevron Corp. | 37,039,288 | ||||||
| 296,335 | Exxon Mobil Corp. | 35,660,954 | ||||||
| 576,860 | Kinder Morgan, Inc. | 15,857,881 | ||||||
| 174,639 | ONEOK, Inc. | 12,835,967 | ||||||
| 111,034 | Targa Resources Corp. | 20,485,773 | ||||||
| 839,372 | Williams Cos., Inc. | 50,454,651 | ||||||
| 172,334,514 | ||||||||
| FINANCIALS - 14.5% | ||||||||
| 125,373 | Apollo Global Management LLC - Class A | 18,148,995 | ||||||
| 95,960 | CME Group, Inc. | 26,204,757 | ||||||
| 218,391 | Hartford Insurance Group, Inc. | 30,094,280 | ||||||
| 171,330 | JPMorgan Chase & Co. | 55,205,953 | ||||||
| 118,019 | Marsh & McLennan Cos., Inc. | 21,894,885 | ||||||
| 168,389 | PNC Financial Services Group, Inc. | 35,147,836 | ||||||
| 211,773 | Travelers Cos., Inc. | 61,426,876 | ||||||
| 248,123,582 | ||||||||
| HEALTH CARE - 17.2% | ||||||||
| 347,808 | AbbVie, Inc. | 79,470,650 | ||||||
| 90,445 | Eli Lilly & Co. | 97,199,433 | ||||||
| 437,518 | Johnson & Johnson | 90,544,350 | ||||||
| 87,504 | UnitedHealth Group, Inc. | 28,885,945 | ||||||
| 296,100,378 | ||||||||
| INDUSTRIALS - 13.8% | ||||||||
| 125,373 | Automatic Data Processing, Inc. | 32,249,697 | ||||||
| 97,063 | Eaton Corp. PLC1 | 30,915,536 | ||||||
| 262,510 | Fastenal Co. | 10,534,526 | ||||||
| 103,681 | General Dynamics Corp. | 34,905,245 | ||||||
| 78,680 | Illinois Tool Works, Inc. | 19,378,884 | ||||||
| 55,149 | Lockheed Martin Corp. | 26,673,917 | ||||||
| 195,964 | Paychex, Inc. | 21,983,242 | ||||||
| 1 |
Bahl & Gaynor Income Growth Fund
SCHEDULE OF INVESTMENTS - Continued
As of December 31, 2025 (Unaudited)
|
Number of Shares |
Value | |||||||
| COMMON STOCKS (Continued) | ||||||||
| INDUSTRIALS (Continued) | ||||||||
| 99,636 | RTX Corp. | $ | 18,273,242 | |||||
| 138,609 | TE Connectivity PLC1 | 31,534,934 | ||||||
| 48,164 | Union Pacific Corp. | 11,141,296 | ||||||
| 237,590,519 | ||||||||
| MATERIALS - 0.5% | ||||||||
| 20,589 | Linde PLC1 | 8,778,944 | ||||||
| REAL ESTATE - 3.4% | ||||||||
| 147,432 | AvalonBay Communities, Inc. - REIT | 26,730,896 | ||||||
| 1,109,971 | VICI Properties, Inc. - REIT | 31,212,384 | ||||||
| 57,943,280 | ||||||||
| TECHNOLOGY - 18.1% | ||||||||
| 116,916 | Accenture PLC - Class A1 | 31,368,563 | ||||||
| 253,687 | Broadcom, Inc. | 87,801,071 | ||||||
| 391,560 | Cisco Systems, Inc. | 30,161,867 | ||||||
| 250,745 | Corning, Inc. | 21,955,232 | ||||||
| 41,178 | Garmin Ltd.1 | 8,352,957 | ||||||
| 162,139 | Microsoft Corp. | 78,413,663 | ||||||
| 136,770 | Taiwan Semiconductor Manufacturing Co., Ltd. - ADR | 41,563,035 | ||||||
| 59,193 | Texas Instruments, Inc. | 10,269,394 | ||||||
| 309,885,782 | ||||||||
| UTILITIES - 7.5% | ||||||||
| 595,245 | NextEra Energy, Inc. | 47,786,268 | ||||||
| 834,593 | PPL Corp. | 29,227,447 | ||||||
| 326,484 | Sempra | 28,825,272 | ||||||
| 220,597 | WEC Energy Group, Inc. | 23,264,160 | ||||||
| 129,103,147 | ||||||||
| TOTAL COMMON STOCKS | ||||||||
| (Cost $1,049,771,512) | 1,684,616,252 | |||||||
| SHORT-TERM INVESTMENTS - 1.8% | ||||||||
| 30,488,912 | Fidelity Investments Money Market Treasury Portfolio - Class I 3.60%2 | 30,488,912 | ||||||
| TOTAL SHORT-TERM INVESTMENTS | ||||||||
| (Cost $30,488,912) | 30,488,912 | |||||||
| TOTAL INVESTMENTS - 99.9% | ||||||||
| (Cost $1,080,260,424) | 1,715,105,164 | |||||||
| Other Assets in Excess of Liabilities - 0.1% | 1,027,522 | |||||||
| TOTAL NET ASSETS - 100.0% | $ | 1,716,132,686 | ||||||
LLC - Limited Liability Company
PLC - Public Limited Company
REIT - Real Estate Investment Trusts
ADR - American Depository Receipt
| 1 | Foreign security denominated in U.S. Dollars. |
| 2 | The rate is the annualized seven-day yield at period end. |
See accompanying Notes to Financial Statements.
| 2 |
Bahl & Gaynor Income Growth Fund
STATEMENT OF ASSETS AND LIABILITIES
As of December 31, 2025 (Unaudited)
| Assets: | ||||
| Investments, at value (cost $1,080,260,424) | $ | 1,715,105,164 | ||
| Receivables: | ||||
| Fund shares sold | 1,228,942 | |||
| Dividends and interest | 2,625,620 | |||
| Prepaid expenses | 31,952 | |||
| Total assets | 1,718,991,678 | |||
| Liabilities: | ||||
| Payables: | ||||
| Fund shares redeemed | 1,253,604 | |||
| Advisory fees | 676,927 | |||
| Shareholder servicing fees (Note 7) | 402,033 | |||
| Distribution fees - Class A & C (Note 8) | 145,296 | |||
| Fund accounting and administration fees | 182,256 | |||
| Transfer agent fees and expenses | 30,245 | |||
| Custody fees | 37,395 | |||
| Trustees' deferred compensation (Note 3) | 71,047 | |||
| Auditing fees | 10,312 | |||
| Trustees' fees and expenses | 10,118 | |||
| Chief Compliance Officer fees | 3,724 | |||
| Accrued other expenses | 36,035 | |||
| Total liabilities | 2,858,992 | |||
| Net Assets | $ | 1,716,132,686 | ||
| Components of Net Assets: | ||||
| Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized) | $ | 1,000,815,527 | ||
| Total distributable earnings (accumulated deficit) | 715,317,159 | |||
| Net Assets | $ | 1,716,132,686 | ||
| Maximum Offering Price Per Share: | ||||
| Class A Shares: | ||||
| Net assets applicable to shares outstanding | $ | 216,304,264 | ||
| Number of shares issued and outstanding | 8,956,530 | |||
| Net asset value per share1 | $ | 24.15 | ||
| Maximum sales charge (5.50% of offering price)2 | 1.41 | |||
| Maximum offering price to public | $ | 25.56 | ||
| Class C Shares: | ||||
| Net assets applicable to shares outstanding | $ | 113,890,571 | ||
| Number of shares issued and outstanding | 4,783,145 | |||
| Net asset value per share3 | $ | 23.81 | ||
| Class I Shares: | ||||
| Net assets applicable to shares outstanding | $ | 1,385,937,851 | ||
| Number of shares issued and outstanding | 57,216,942 | |||
| Net asset value per share | $ | 24.22 | ||
| 1 | A Contingent Deferred Sales Charge ("CDSC") of 1.00% will be imposed to the extent a finder's fee was paid on certain redemptions of such shares within 18 months of purchase. |
| 2 | No initial sales charge is applied to purchases of $1 million or more. On sales of $50,000 or more, the sales charge will be reduced. |
| 3 | A CDSC of 1.00% may be charged on purchases that are redeemed within 12 months of purchase. |
See accompanying Notes to Financial Statements.
| 3 |
Bahl & Gaynor Income Growth Fund
STATEMENT OF OPERATIONS
For the Six Months Ended December 31, 2025 (Unaudited)
| Investment income: | ||||
| Dividends (net of foreign withholding taxes of $18,924) | $ | 21,209,180 | ||
| Interest | 187,627 | |||
| Total investment income | 21,396,807 | |||
| Expenses: | ||||
| Advisory fees | 4,155,889 | |||
| Shareholder servicing fees (Note 7) | 1,009,145 | |||
| Distribution fees - Class A (Note 8) | 283,487 | |||
| Distribution fees - Class C (Note 8) | 614,270 | |||
| Fund accounting and administration fees | 501,766 | |||
| Transfer agent fees and expenses | 62,415 | |||
| Custody fees | 63,259 | |||
| Shareholder reporting fees | 79,857 | |||
| Registration fees | 36,376 | |||
| Trustees' fees and expenses | 27,765 | |||
| Legal fees | 24,561 | |||
| Miscellaneous | 10,914 | |||
| Auditing fees | 10,818 | |||
| Chief Compliance Officer fees | 10,338 | |||
| Insurance fees | 5,516 | |||
| Interest expense | 1,506 | |||
| Net expenses | 6,897,882 | |||
| Net investment income (loss) | 14,498,925 | |||
| Realized and Unrealized Gain (Loss) on: | ||||
| Net realized gain (loss) on: | ||||
| Investments | 174,991,129 | |||
| Total net realized gain (loss) on: | 174,991,129 | |||
| Net change in unrealized appreciation (depreciation) on: | ||||
| Investments | (61,841,566 | ) | ||
| Net change in unrealized appreciation (depreciation) | (61,841,566 | ) | ||
| Net realized and unrealized gain (loss) | 113,149,563 | |||
| Net Increase (Decrease) in Net Assets from Operations | $ | 127,648,488 | ||
See accompanying Notes to Financial Statements.
| 4 |
Bahl & Gaynor Income Growth Fund
STATEMENTS OF CHANGES IN NET ASSETS
|
For the Six Months Ended December 31, 2025 (Unaudited) |
For the Year Ended June 30, 2025 |
|||||||
| Increase (Decrease) in Net Assets from: | ||||||||
| Operations: | ||||||||
| Net investment income (loss) | $ | 14,498,925 | $ | 35,139,660 | ||||
| Net realized gain (loss) on investments | 174,991,129 | 148,649,710 | ||||||
| Net change in unrealized appreciation (depreciation) on investments | (61,841,566 | ) | 9,763,014 | |||||
| Net increase (decrease) in net assets resulting from operations | 127,648,488 | 193,552,384 | ||||||
| Distributions to Shareholders: | ||||||||
| Distributions: | ||||||||
| Class A | (27,117,546 | ) | (14,771,480 | ) | ||||
| Class C | (14,115,428 | ) | (8,769,051 | ) | ||||
| Class I | (179,089,497 | ) | (107,649,138 | ) | ||||
| Total distributions to shareholders | (220,322,471 | ) | (131,189,669 | ) | ||||
| Capital Transactions: | ||||||||
| Net proceeds from shares sold: | ||||||||
| Class A | 26,299,745 | 52,588,038 | ||||||
| Class C | 1,772,543 | 1,979,953 | ||||||
| Class I | 97,892,671 | 251,366,938 | ||||||
| Reinvestment of distributions: | ||||||||
| Class A | 13,787,292 | 7,970,113 | ||||||
| Class C | 11,799,303 | 6,505,235 | ||||||
| Class I | 101,261,869 | 59,411,896 | ||||||
| Cost of shares redeemed: | ||||||||
| Class A1 | (33,627,268 | ) | (49,428,818 | ) | ||||
| Class C2 | (16,979,574 | ) | (40,876,038 | ) | ||||
| Class I3 | (236,359,007 | ) | (354,136,912 | ) | ||||
| Net increase (decrease) in net assets from capital transactions | (34,152,426 | ) | (64,619,595 | ) | ||||
| Total increase (decrease) in net assets | (126,826,409 | ) | (2,256,880 | ) | ||||
| Net Assets: | ||||||||
| Beginning of period | 1,842,959,095 | 1,845,215,975 | ||||||
| End of period | $ | 1,716,132,686 | $ | 1,842,959,095 | ||||
| Capital Share Transactions: | ||||||||
| Shares sold: | ||||||||
| Class A | 1,025,293 | 2,071,417 | ||||||
| Class C | 73,903 | 81,135 | ||||||
| Class I | 3,863,707 | 9,931,902 | ||||||
| Shares reinvested: | ||||||||
| Class A | 566,483 | 321,038 | ||||||
| Class C | 492,998 | 265,984 | ||||||
| Class I | 4,145,580 | 2,385,095 | ||||||
| Shares redeemed: | ||||||||
| Class A | (1,269,105 | ) | (1,950,285 | ) | ||||
| Class C | (657,825 | ) | (1,623,163 | ) | ||||
| Class I | (8,999,193 | ) | (13,924,597 | ) | ||||
| Net increase (decrease) in capital share transactions | (758,159 | ) | (2,441,474 | ) | ||||
| 1 | Net of redemption fee proceeds of $793 and $13,565, respectively. |
| 2 | Net of redemption fee proceeds of $1 and $7,978, respectively. |
| 3 | Net of redemption fee proceeds of $24,268 and $33,340, respectively. |
See accompanying Notes to Financial Statements.
| 5 |
Bahl & Gaynor Income Growth Fund
FINANCIAL HIGHLIGHTS
Class A
Per share operating performance.
For a capital share outstanding throughout each period.
|
For the Six Months Ended December 31, 2025 |
For the Year Ended June 30, | |||||||||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||
| Net asset value, beginning of period | $ | 25.66 | $ | 24.85 | $ | 22.48 | $ | 21.72 | $ | 23.00 | $ | 17.85 | ||||||||||||
| Income from Investment Operations: | ||||||||||||||||||||||||
| Net investment income (loss) 1 | 0.19 | 0.44 | 0.39 | 0.42 | 0.32 | 0.30 | ||||||||||||||||||
| Net realized and unrealized gain (loss) | 1.62 | 2.15 | 2.70 | 1.38 | (1.21 | ) | 5.15 | |||||||||||||||||
| Total from investment operations | 1.81 | 2.59 | 3.09 | 1.80 | (0.89 | ) | 5.45 | |||||||||||||||||
| Less Distributions: | ||||||||||||||||||||||||
| From net investment income | (0.26 | ) | (0.44 | ) | (0.39 | ) | (0.42 | ) | (0.31 | ) | (0.30 | ) | ||||||||||||
| From net realized gain | (3.06 | ) | (1.34 | ) | (0.33 | ) | (0.62 | ) | (0.08 | ) | - | |||||||||||||
| Total distributions | (3.32 | ) | (1.78 | ) | (0.72 | ) | (1.04 | ) | (0.39 | ) | (0.30 | ) | ||||||||||||
| Redemption fee proceeds1 | - | 2 | - | 2 | - | 2 | - | 2 | - | 2 | - | 2 | ||||||||||||
| Net asset value, end of period | $ | 24.15 | $ | 25.66 | $ | 24.85 | $ | 22.48 | $ | 21.72 | $ | 23.00 | ||||||||||||
| Total return3 | 7.07 | %4 | 10.79 | % | 14.10 | % | 8.43 | % | (4.02 | )% | 30.83 | % | ||||||||||||
| Ratios and Supplemental Data: | ||||||||||||||||||||||||
| Net assets, end of period (in thousands) | $ | 216,304 | $ | 221,565 | $ | 203,601 | $ | 186,429 | $ | 181,239 | $ | 185,036 | ||||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed/recovered | 0.90 | %5 | 0.88 | %6 | 1.05 | % | 1.04 | % | 1.06 | % | 1.08 | % | ||||||||||||
| After fees waived and expenses absorbed/recovered | 0.90 | %5 | 0.88 | %6,7 | 1.05 | % | 1.04 | % | 1.08 | % | 1.08 | % | ||||||||||||
| Ratio of net investment income (loss) to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed/recovered | 1.42 | %5 | 1.74 | % | 1.71 | % | 1.88 | % | 1.36 | % | 1.48 | % | ||||||||||||
| After fees waived and expenses absorbed/recovered | 1.42 | %5 | 1.74 | % | 1.71 | % | 1.88 | % | 1.34 | % | 1.48 | % | ||||||||||||
| Portfolio turnover rate | 14 | %4 | 21 | % | 16 | % | 14 | % | 12 | % | 16 | % | ||||||||||||
| 1 | Based on average shares outstanding for the year. |
| 2 | Amount represents less than $0.01 per share. |
| 3 | Total returns would have been lower/higher had expenses not been waived/recovered 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 5.50% of offering price which is reduced on sales of $50,000 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 18 months of purchase. If the sales charge was included total returns would be lower. |
| 4 | Not annualized. |
| 5 | Annualized. |
| 6 | If interest expense had been excluded, the expense ratios would have remained unchanged for the year ended June 30, 2025. |
| 7 | Effective July 1, 2024, the Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses do not exceed 0.93% of the average daily net assets of the Fund's Class A Shares. Prior to July 1, 2024, the Advisor had contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses do not exceed 1.08% of the average daily net assets of the Fund's Class A Shares. See Note 3. |
See accompanying Notes to Financial Statements.
| 6 |
Bahl & Gaynor Income Growth Fund
FINANCIAL HIGHLIGHTS
Class C
Per share operating performance.
For a capital share outstanding throughout each period.
|
For the Six Months Ended December 31, 2025 |
For the Year Ended June 30, | |||||||||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||
| Net asset value, beginning of period | $ | 25.33 | $ | 24.55 | $ | 22.21 | $ | 21.48 | $ | 22.76 | $ | 17.67 | ||||||||||||
| Income from Investment Operations: | ||||||||||||||||||||||||
| Net investment income (loss) 1 | 0.09 | 0.25 | 0.22 | 0.25 | 0.14 | 0.15 | ||||||||||||||||||
| Net realized and unrealized gain (loss) | 1.60 | 2.12 | 2.67 | 1.35 | (1.19 | ) | 5.09 | |||||||||||||||||
| Total from investment operations | 1.69 | 2.37 | 2.89 | 1.60 | (1.05 | ) | 5.24 | |||||||||||||||||
| Less Distributions: | ||||||||||||||||||||||||
| From net investment income | (0.15 | ) | (0.25 | ) | (0.22 | ) | (0.25 | ) | (0.15 | ) | (0.15 | ) | ||||||||||||
| From net realized gain | (3.06 | ) | (1.34 | ) | (0.33 | ) | (0.62 | ) | (0.08 | ) | - | |||||||||||||
| Total distributions | (3.21 | ) | (1.59 | ) | (0.55 | ) | (0.87 | ) | (0.23 | ) | (0.15 | ) | ||||||||||||
| Redemption fee proceeds1 | - | 2 | - | 2 | - | 2 | - | 2 | - | 2 | - | 2 | ||||||||||||
| Net asset value, end of period | $ | 23.81 | $ | 25.33 | $ | 24.55 | $ | 22.21 | $ | 21.48 | $ | 22.76 | ||||||||||||
| Total return3 | 6.65 | %4 | 9.95 | % | 13.29 | % | 7.57 | % | (4.72 | )% | 29.82 | % | ||||||||||||
| Ratios and Supplemental Data: | ||||||||||||||||||||||||
| Net assets, end of period (in thousands) | $ | 113,891 | $ | 123,456 | $ | 150,985 | $ | 166,655 | $ | 175,609 | $ | 194,729 | ||||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed/recovered | 1.65 | %5 | 1.63 | %6 | 1.80 | % | 1.79 | % | 1.81 | % | 1.83 | % | ||||||||||||
| After fees waived and expenses absorbed/recovered | 1.65 | %5 | 1.63 | %6,7 | 1.80 | % | 1.79 | % | 1.83 | % | 1.83 | % | ||||||||||||
| Ratio of net investment income (loss) to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed/recovered | 0.67 | %5 | 0.99 | % | 0.96 | % | 1.13 | % | 0.61 | % | 0.73 | % | ||||||||||||
| After fees waived and expenses absorbed/recovered | 0.67 | %5 | 0.99 | % | 0.96 | % | 1.13 | % | 0.59 | % | 0.73 | % | ||||||||||||
| Portfolio turnover rate | 14 | %4 | 21 | % | 16 | % | 14 | % | 12 | % | 16 | % | ||||||||||||
| 1 | Based on average shares outstanding for the year. |
| 2 | Amount represents less than $0.01 per share. |
| 3 | Total returns would have been lower/higher had expenses not been waived/recovered 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 shown do not include payment of Contingent Deferred Sales Charge ("CDSC") of 1.00% on redemptions of Class C shares made within 12 months of purchase. If the sales charge was included total returns would be lower. |
| 4 | Not annualized. |
| 5 | Annualized. |
| 6 | If interest expense had been excluded, the expense ratios would have remained unchanged for the year ended June 30, 2025. |
| 7 | Effective July 1, 2024, the Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses do not exceed 1.68% of the average daily net assets of the Fund's Class C Shares. Prior to July 1, 2024, the Advisor had contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses do not exceed 1.83% of the average daily net assets of the Fund's Class C Shares. See Note 3. |
See accompanying Notes to Financial Statements.
| 7 |
Bahl & Gaynor Income Growth Fund
FINANCIAL HIGHLIGHTS
Class I
Per share operating performance.
For a capital share outstanding throughout each period.
|
For the 2025 |
For the Year Ended June 30, | |||||||||||||||||||||||
| (Unaudited) | 2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||||||||||
| Net asset value, beginning of period | $ | 25.73 | $ | 24.92 | $ | 22.54 | $ | 21.78 | $ | 23.06 | $ | 17.89 | ||||||||||||
| Income from Investment Operations: | ||||||||||||||||||||||||
| Net investment income (loss) 1 | 0.22 | 0.51 | 0.45 | 0.47 | 0.38 | 0.36 | ||||||||||||||||||
| Net realized and unrealized gain (loss) | 1.63 | 2.15 | 2.71 | 1.38 | (1.21 | ) | 5.16 | |||||||||||||||||
| Total from investment operations | 1.85 | 2.66 | 3.16 | 1.85 | (0.83 | ) | 5.52 | |||||||||||||||||
| Less Distributions: | ||||||||||||||||||||||||
| From net investment income | (0.30 | ) | (0.51 | ) | (0.45 | ) | (0.47 | ) | (0.37 | ) | (0.35 | ) | ||||||||||||
| From net realized gain | (3.06 | ) | (1.34 | ) | (0.33 | ) | (0.62 | ) | (0.08 | ) | - | |||||||||||||
| Total distributions | (3.36 | ) | (1.85 | ) | (0.78 | ) | (1.09 | ) | (0.45 | ) | (0.35 | ) | ||||||||||||
| Redemption fee proceeds1 | - | 2 | - | 2 | - | 2 | - | 2 | - | 2 | - | 2 | ||||||||||||
| Net asset value, end of period | $ | 24.22 | $ | 25.73 | $ | 24.92 | $ | 22.54 | $ | 21.78 | $ | 23.06 | ||||||||||||
| Total return3 | 7.21 | %4 | 11.04 | % | 14.39 | % | 8.68 | % | (3.77 | )% | 31.19 | % | ||||||||||||
| Ratios and Supplemental Data: | ||||||||||||||||||||||||
| Net assets, end of period (in thousands) | $ | 1,385,938 | $ | 1,497,938 | $ | 1,490,630 | $ | 1,614,844 | $ | 1,575,066 | $ | 1,667,592 | ||||||||||||
| Ratio of expenses to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed/recovered | 0.65 | %5 | 0.63 | %6 | 0.80 | % | 0.79 | % | 0.81 | % | 0.83 | % | ||||||||||||
| After fees waived and expenses absorbed/recovered | 0.65 | %5 | 0.63 | %6,7 | 0.80 | % | 0.79 | % | 0.83 | % | 0.83 | % | ||||||||||||
| Ratio of net investment income (loss) to average net assets: | ||||||||||||||||||||||||
| Before fees waived and expenses absorbed/recovered | 1.67 | %5 | 1.99 | % | 1.96 | % | 2.13 | % | 1.61 | % | 1.73 | % | ||||||||||||
| After fees waived and expenses absorbed/recovered | 1.67 | %5 | 1.99 | % | 1.96 | % | 2.13 | % | 1.59 | % | 1.73 | % | ||||||||||||
| Portfolio turnover rate | 14 | %4 | 21 | % | 16 | % | 14 | % | 12 | % | 16 | % | ||||||||||||
| 1 | Based on average shares outstanding for the year. |
| 2 | Amount represents less than $0.01 per share. |
| 3 | Total returns would have been lower/higher had expenses not been waived/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. |
| 4 | Not annualized. |
| 5 | Annualized. |
| 6 | If interest expense had been excluded, the expense ratios would have remained unchanged for the year ended June 30, 2025. |
| 7 | Effective July 1, 2024, the Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses do not exceed 0.68% of the average daily net assets of the Fund's Class I Shares. Prior to July 1, 2024, the Advisor had contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses do not exceed 0.83% of the average daily net assets of the Fund's Class I Shares. See Note 3. |
See accompanying Notes to Financial Statements.
| 8 |
Bahl & Gaynor Income Growth Fund
NOTES TO FINANCIAL STATEMENTS
December 31, 2025 (Unaudited)
Note 1 - Organization
Bahl & Gaynor Income Growth Fund (formerly, the AAM/Bahl & Gaynor Income Growth Fund) (the "Fund") is 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's primary investment objective is current and growing income, secondarily downside protection and thirdly long-term capital appreciation. The Fund currently offers four classes of shares: Class A, Class C, Class T and Class I. The Fund's Class A and Class I shares commenced operations on July 5, 2012. The Fund's Class C shares commenced operations on January 31, 2013. Effective May 15, 2024, the Fund no longer accepts purchases for its Class C Shares. Class T 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 Topic 946 "Financial Services - Investment Companies".
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 the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price ("NOCP"). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings, and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale). The Board of Trustees has designated the Advisor as the Fund's valuation designee (the "Valuation Designee") to make all fair value determinations with respect to the Fund's portfolio investments, subject to the Board's oversight. As the Valuation Designee, the Advisor has adopted and implemented policies and procedures to be followed when the Fund must utilize fair value pricing.
| 9 |
Bahl & Gaynor Income Growth Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025 (Unaudited)
(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. Income and expenses of the Fund are allocated on a pro rata basis to each class of shares in proportion to their 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.
(c) Federal Income Taxes
The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized gains to their shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.
Accounting for Uncertainty in Income Taxes (the "Income Tax Statement") requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund's tax returns to determine whether these positions meet a "more-likely-than-not" standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the "more-likely-than-not" recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.
The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund's current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of December 31, 2025, and during the prior three open tax years the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
(d) Distributions to Shareholders
The Fund will make distributions of net investment income monthly and net capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.
| 10 |
Bahl & Gaynor Income Growth Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025 (Unaudited)
The character of distributions made during the year from net investment income or net realized gains may differ from the characterization for federal income tax purposes due to differences in the recognition of income, expense, and gain (loss) items for financial statement and tax purposes.
(e) Illiquid Securities
Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Liquidity Risk Management Program ("LRMP") that requires, among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Advisor, at any time determines that the value of illiquid securities held by the Fund exceeds 15% of its net asset value, the Advisor will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Fund's written LRMP.
Note 3 - Investment Advisory and Other Agreements
The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the "Agreement") with Bahl & Gaynor, Inc. ("Bahl & Gaynor"). Effective July 1, 2024, under the terms of the Agreement, the Fund pays a monthly investment advisory fee to the Advisor at the annual rate of 0.45% of the Fund's average daily net assets. For the period April 1, 2024 to June 30, 2024, the Fund paid a monthly investment advisory fee to the Advisor at the annual rate of 0.65% of the Fund's average daily net assets. Prior to April 1, 2024, the Fund paid a monthly investment advisory fee to the then-current investment advisor of the Fund (Advisors Asset Management, Inc.) at the annual rate of 0.65% of the Fund's average daily net assets.
Effective July 1, 2024, the Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses (excluding any 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 0.93%, 1.68% and 0.68% of the average daily net assets of the Fund's Class A, Class C and Class I Shares, respectively. This agreement is in effect until October 31, 2035, and it may be terminated before that date only by the Trust's Board of Trustees.
Prior to July 1, 2024, the Advisor had contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses (excluding any 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 1.08%, 1.83% and 0.83% of the average daily net assets of the Fund's Class A, Class C and Class I Shares, respectively.
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 six months ended December 31, 2025, are reported on the Statement of Operations.
IMST Distributors, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), serves as the Fund's distributor (the "Distributor"). The Distributor does not receive compensation from the Fund for its distribution services; the Advisor pays the Distributor a fee for its distribution-related services.
| 11 |
Bahl & Gaynor Income Growth Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025 (Unaudited)
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 six months 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 six months ended December 31, 2025, are reported on the Statement of Operations.
Note 4 - Federal Income Taxes
At December 31, 2025, gross unrealized appreciation/(depreciation) of investments, based on cost for federal income tax purposes were as follows:
| Cost of investments | $ | 1,081,882,214 | ||
| Gross unrealized appreciation | 649,481,532 | |||
| Gross unrealized depreciation | (16,258,582) | |||
| Net unrealized appreciation/(depreciation) | $ | 633,222,950 |
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.
As of June 30, 2025, the components of accumulated earnings/(deficit) on a tax basis were as follows:
| Undistributed ordinary income | $ | 4,326,905 | ||
| Undistributed long-term capital gains | 108,663,500 | |||
| Tax accumulated earnings | 112,990,405 | |||
| Accumulated capital and other losses | ||||
| Unrealized Trustees' deferred compensation | (63,780 | ) | ||
| Unrealized appreciation/(depreciation) on investments | 695,064,517 | |||
| Total accumulated earnings/(deficit) | $ | 807,991,142 |
| 12 |
Bahl & Gaynor Income Growth Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025 (Unaudited)
The tax character of the distributions paid during the fiscal years ended June 30, 2025, and June 30, 2024, were as follows:
| Distributions paid from: | 2025 | 2024 | ||||||
| Ordinary income | $ | 34,464,486 | $ | 34,464,486 | ||||
| Net long-term capital gains | 96,260,234 | 26,602,206 | ||||||
| Total distributions paid | $ | 130,724,720 | $ | 61,066,692 | ||||
Note 5 - Redemption Fee
The Fund may impose a redemption fee of 2.00% of the total redemption amount on all shares redeemed within 90 days of purchase. For the six months ended December 31, 2025, and the year ended June 30, 2025, the Fund received $25,062 and $54,883 respectively.
Note 6 - Investment Transactions
For the six months ended December 31, 2025, purchases, and sales of investments, excluding short-term investments, were $255,233,451 and $511,132,522 respectively.
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 shares serviced by shareholder servicing agents who provide administrative and support services to their customers.
For the six months ended December 31, 2025, shareholder servicing fees incurred are disclosed on the Statement of Operations.
Note 8 - Distribution Plan
The Trust, on behalf of the Fund, has adopted a Rule 12b-1 plan (the "12b-1 Plan") with respect to the Fund's Class A Shares and Class C Shares. Under the 12b-1 Plan, the Fund pays to the Distributor distribution fees in connection with the sale and distribution of the Fund's Class A and Class C Shares and/or shareholder liaison service fees in connection with the provision of personal services to shareholders of each such Class and the maintenance of their shareholder accounts.
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 attributable to such shares. The Distributor may pay any or all amounts received under the 12b-1 Plan to other persons for any distribution or shareholder liaison services provided by such persons to the Fund Payments under the 12b-1 Plan are not tied exclusively to distribution expenses actually incurred by the Distributor or others and the payments may exceed or be less than the amount of expenses actually incurred.
To promote the sale of the Fund's Class C Shares and to pay for certain shareholder liaison services, the Distributor may pay broker-dealers up to 1.00% of the amount invested by their clients in the Class C Shares of the Fund at the time the shares are purchased (which includes prepayment of the first year's 0.25% shareholder liaison service fee). These up-front payments to broker-dealers are financed solely by the Advisor. However, the Distributor receives and can pay as reimbursement to the Advisor all of the 12b-1 fees with respect to such shares. During the first 12 months, the Advisor may retain the full 1.00% 12b-1 fee to recoup the up-front payment advanced at the time of purchase. After the Distributor has reimbursed the Advisor for the amounts that the Advisor has financed, the broker-dealers will receive the ongoing 12b-1 fees associated with their clients' investments.
| 13 |
Bahl & Gaynor Income Growth Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025 (Unaudited)
Because the Fund pays distribution fees on an ongoing basis, your investment cost over time will increase and may be higher than paying other types of sales charges.
Class I Shares are not subject to any distribution or service fees under the 12b-1 Plans.
For the six months ended December 31, 2025, the Fund's distribution and service fees incurred are disclosed on the Statement of Operations.
Note 9 - Indemnifications
In the normal course of business, the Fund enters into contracts that contain a variety of representations, which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.
Note 10 - Fair Value Measurements and Disclosure
Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.
Under Fair Value Measurements and Disclosures, various inputs are used in determining the value of the Fund's investments. These inputs are summarized into three broad Levels as described below:
| ● | Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access. |
| ● | Level 2 - Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data. |
| ● | Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available. |
The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.
The inputs used to measure fair value may fall into different Levels of the fair value hierarchy. In such cases, for disclosure purposes, the Level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest Level input that is significant to the fair value measurement in its entirety.
| 14 |
Bahl & Gaynor Income Growth Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025 (Unaudited)
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 carried at fair value:
| Level 1 | Level 2* | Level 3* | Total | |||||||||||||
| Investments | ||||||||||||||||
| Common Stocks1 | $ | 1,684,616,252 | $ | - | $ | - | $ | 1,684,616,252 | ||||||||
| Short-Term Investments | 30,488,912 | - | - | 30,488,912 | ||||||||||||
| Total Investments | $ | 1,715,105,164 | $ | - | $ | - | $ | 1,715,105,164 | ||||||||
| 1 | For a detailed break-out of common stocks by major industry classification, please refer to the Schedule of Investments. |
| * | The Fund did not hold any Level 2 or Level 3 securities at period end |
Note 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 - Reorganization Information
The Board of Trustees of Investment Managers Series Trust has approved an Agreement and Plan of Reorganization (the "Plan") for the Bahl & Gaynor Income Growth Fund (the "Target Fund"), a series of the Trust, providing for the reorganization of the Target Fund into the Bahl & Gaynor Income Growth ETF (the "Acquiring Fund"), a series of ETF Series Solutions. The reorganization of the Target Fund is subject to approval by its shareholders.
The Acquiring Fund has substantially similar investment objectives and similar principal investment strategies as the Target Fund. Bahl & Gaynor, Inc. ("Bahl & Gaynor") serves as investment advisor to both the Target Fund and the Acquiring Fund.
The Plan provides for the Target Fund to transfer all of its assets to the Acquiring Fund in return for shares of the Acquiring Fund and cash in lieu of fractional Acquiring Fund shares (if any), and the Acquiring Fund's assumption of the Target Fund's liabilities. Shareholders of the Target Fund will receive shares of the Acquiring Fund and cash in lieu of fractional Acquiring Fund shares (if any) equal in value to the shares of the Target Fund held by the shareholder prior to the reorganization. The reorganization is not expected to result in the recognition of gain or loss by the Target Fund or its shareholders for federal tax purposes (except with respect to cash received by shareholders in lieu of fractional shares, if any). Bahl & Gaynor will bear the costs related to the reorganization.
| 15 |
Bahl & Gaynor Income Growth Fund
NOTES TO FINANCIAL STATEMENTS - Continued
December 31, 2025 (Unaudited)
The Target Fund operates as a mutual fund and the Acquiring Fund operates as an actively managed exchange-traded fund ("ETF"). ETFs may provide benefits to shareholders compared to mutual funds, including additional trading flexibility, increased transparency, and the potential for lower transaction costs and enhanced tax efficiency. Additional information regarding the differences between mutual funds and ETFs and potential impact to shareholders will be included in the proxy statement noted below. In order to receive shares of the Acquiring Fund as part of the Reorganization, Target Fund shareholders must hold their shares of the Target Fund through a brokerage account eligible to hold and trade shares of an ETF. Shareholders holding their Target Fund shares through accounts that are not eligible to hold shares of an ETF will not participate in the reorganization and will instead receive a cash distribution equal to the net asset value of their Target Fund shares in full redemption of their Target Fund shares. Such cash distribution may result in the recognition of gain or loss for federal tax purposes.
The Trust will call a shareholder meeting at which shareholders of the Target Fund will be asked to consider and vote on the Plan. If the required shareholder approval for the reorganization of the Target Fund is obtained, the reorganization of the Target Fund is currently expected to take effect in the first quarter of 2026.
Shareholders of the Target Fund will receive a proxy statement with additional information about the shareholder meeting, the proposed reorganization, and the Acquiring Fund. Please read the proxy materials carefully, as they will contain a more detailed description of the proposed reorganizations.
Upon the recommendation of Bahl & Gaynor, Inc., the investment advisor of the Bahl & Gaynor Income Growth Fund (the "Fund"), the Board of Trustees of the Trust has approved the conversion of the Fund's Class A and Class C shares into the Fund's Class I shares and the subsequent termination of the Fund's Class A and Class C shares. Effective February 28, 2026, the Class A and Class C shares will be closed to all new investments. The Fund's Class A and Class C shares will be converted into Class I shares, and in effect, terminated on March 17, 2026 (the "Effective Date").
Note 13 - New 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. Fund Management is evaluating the impacts of these changes on the Fund's financial statements.
Note 14 - 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.
| 16 |
Bahl & Gaynor Income Growth Fund
SUPPLEMENTAL INFORMATION (Unaudited)
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%
| 17 |
Bahl & Gaynor Income Growth Fund
Form N-CSR Items 8 - 11 (Unaudited)
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) | (1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable. |
(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 |