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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
N-CSR
CERTIFIED
SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment
Company Act file number 811-21719
INVESTMENT
MANAGERS SERIES TRUST
(Exact name of registrant as specified in charter)
235
W. Galena Street
Milwaukee,
WI 53212
(Address of principal executive offices) (Zip code)
Diane
J. Drake
Mutual
Fund Administration, LLC
2220
E. Route 66, Suite 226
Glendora,
CA 91740
(Name
and address of agent for service)
(414)
299-2295
Registrant’s
telephone number, including area code
Date
of fiscal year end: December 31,
Date
of reporting period: December 31, 2021
Item
1. Report to Stockholders.
Braddock
Multi-Strategy Income Fund
(Class
A: BDKAX)
(Class
C: BDKCX)
(Institutional
Class: BDKNX)
ANNUAL
REPORT
DECEMBER 31, 2021
Braddock
Multi-Strategy Income Fund
A
series of Investment Managers Series Trust
Table
of Contents
This
report and the financial statements contained herein are provided for the general information of the shareholders of the Braddock
Multi-Strategy Income Fund. This report is not authorized for distribution to prospective investors in the Fund unless preceded
or accompanied by an effective prospectus.
www.libertystreetfunds.com
2021
Braddock Multi-Strategy Income Fund
February
1, 2022
To
Our Shareholders:
The
Braddock Multi-Strategy Income Fund (the “Fund”), as measured by the Fund’s Institutional Share Class (BDKNX),
returned 5.71% in 2021, outperforming both the Bloomberg Aggregate Bond Index’s (the “Aggregate Index”) return
of -1.54% by 725 basis points and the ICE BofAML U.S. Cash Pay High Yield Index’s (the “High Yield Index”) return
of 5.29% by 42 basis points. The Fund ended the year with $569 million of assets. The Aggregate Index along with traditional total return bond funds were negatively impacted by 2021’s
rising interest rates and by widening of credit spreads from historically tight levels. The High Yield Index, and many funds
in that sector, benefited from healthy corporate fundamentals and were less affected by rising rates due to their lower duration
versus the Aggregate Index and total return bond funds.
The
economic recovery from the Covid-19 pandemic continued in 2021 with the first half of the year driven by the positive effects
of vaccine rollouts and strong corporate earnings. Unfortunately, the pace of recovery slowed in the second half of the year in
response to the emergence of two Covid-19 variants and continued supply chain problems. These variants, along with the highest
levels of inflation since the early 1980s, led to increased volatility in both the equity and fixed income markets.
The
Fund was tactical in these evolving markets. In anticipation of the removal of Covid-19 related monetary accommodation, the Fund’s
floating rate allocation was increased from 56% to 75% in 2021. By focusing on a strategy that emphasized Modern Residential
Mortgage-Backed Securities (Credit sensitive RMBS issued in 2013 or later) and floating rate securities, the Fund was able to
bring its interest rate duration to a multi-year low of 0.86 years and maintain a low credit duration of 3.35 years. As a result,
the Fund experienced less price volatility in 2021 versus the benchmarks.
Housing
and mortgage fundamentals were very positive in during the year. U.S. home prices increased close to 20% in 20211 and
mortgage delinquencies trended down throughout the year2. In the post-pandemic economy, residential housing has provided
personal well-being and added a home office aspect with the emergence of “work from home.”
Housing
and Mortgage Fundamentals
Demographic
factors have also been a major contributor to housing demand over the last two years and are forecasted to continue in the future.
The Millennial generation is the largest generation since the Baby Boomers and approximately 24 million more Millennials will
enter first time home buying age over the next five years3.
The
U.S. housing market faces a shortage of four to seven million single-family housing units4 as a result of a decade
of below normal construction levels. After the great recession, homebuilders reduced speculative home building and concentrated
new construction on larger homes with higher gross margins. It wasn’t until 2016 that homebuilders began to reduce average
home size to meet millennial demand5. In 2021, homebuilders faced significant challenges that limited their ability
to add housing units. The majority of builders have reported labor shortages, zoning issues, and supply chain issues that resulted
in higher costs and longer construction timelines. With these conditions, it will take several years to balance supply and demand
in the U.S. housing market.
This
supply and demand imbalance has reduced credit risk in RMBS sectors. Higher home prices have translated into higher levels of
borrower equity which reduces the probability of mortgage defaults and lowers loss levels on those mortgages that do go to foreclosure.
Troubled borrowers are more likely to simply sell their home and avoid negative consequences of the foreclosure process.
The
average mortgage backing the Fund’s Modern RMBS reflects this lower risk with a Loan-To-Value below 65% and the average
borrower FICO above 7506 as of December 31, 2021.
Market
Conditions – Securities Markets
Total
RMBS issuance of over $200 billion, the highest in over twelve years7 provided ample opportunity for the Fund to make
attractive investments and structure the portfolio to demonstrate low volatility. The Fund was active across eight Modern RMBS
sectors in 2021. Modern RMBS securities have benefited from the high-quality underwriting standards that have been standard in
the housing finance industry since the housing crisis. Pre-Covid-19 RMBS positions experienced decreasing levels of delinquency
and forbearance throughout 20218 which has been consistent across RMBS sectors of Credit Risk Transfer, Mortgage Insurance
Linked Notes, Prime Jumbo A, and Non-qualified Mortgage sectors. Post-Covid-19 investments have benefited from strong credit performance
as a result of the stricter, post-pandemic mortgage underwriting standards. The Fund’s RMBS allocation remained in the 69%-73%
range in 2021 and contributed 3.88% to the 5.71% yearly return.
Consumer
Asset Backed Securities (ABS) markets experienced significant credit spread tightening and elevated credit rating upgrades over
the year, attributable to the ability of the consumer to meet their financial obligations and supportive technical factors. The
Fund sold a portion of these outperforming fixed rate bonds during a strong ABS market. Overall, the Consumer ABS allocation was
tactically lowered from 22% to 13% in 2021. The Fund sold these fixed rate bonds and rotated into floating rate and higher yielding
structured credit opportunities. The Fund’s ABS positions added 1.18% to the year’s return.
The
Fund re-entered the Collateralized Loan Obligations (CLO) market in 2021 and finished the year with a 9% investment grade allocation.
The purchases added floating rate coupon exposure to the Fund and significant yield pick-up over traditional corporate credit.
The levered loan market, the collateral within CLOs, experienced improved fundamentals with declining tail risks that translated
into historically low default rates and monthly inflows to the loan market throughout the year. The strong credit performance
and floating rate nature of the securities attracted new investors to the asset class. The depth of the investor base absorbed
a record $421 billion of issuance of both new issue and refinancing transactions in 20219.
Multifamily
Commercial Mortgage-Backed Securities (Multi-family) positions contributed 0.41% to the 2021 return. These Multifamily bonds added
constructive diversification with low interest rate sensitivity. The Fund was tactical in the sector with an allocation ranging
from 5% to 8%, participating in both Agency Multi-family bonds and Multi-family Commercial Real Estate-CLO bonds. High Demand
for housing coupled with rental assistance programs and extended eviction moratoriums kept occupancy rates at high levels. Rent
collections rates were high within the properties in the bond’s collateral pools.
Fund
Outlook
Braddock
believes the Fund’s Modern RMBS and floating rate bond strategy is advantageous in today’s economic environment. The
supply-demand shortfall of single-family homes discussed above provides a strong underpinning to home values over the long term.
We
believe the Fund’s high percentage allocation to floating rate securities helps mitigate against rising rates in a market
where expectations of high economic growth and higher than desired inflation are influencing investor sentiment. Per the December
Federal Reserve (the Fed) minutes, the Fed has met the inflation target for liftoff and is monitoring the employment target with
an increasingly hawkish eye:
“Many
participants judged that, if the current pace of improvement continued, labor markets would fast approach maximum employment.
Several participants remarked that they viewed labor market conditions as already largely consistent with maximum employment.”
The
Fed Dots signal eight hikes, a 2% increase in the Fed Funds rate, by the end of 2023. Floating rate bonds, which are indexed to
short term LIBOR (London Interbank Offered Rate) or SOFR (Secured Overnight Financing Rate) rates should experience a similar
increase in bond coupons as the Fed Funds rate rises. This dynamic, if it occurs, would increase the Fund’s floating rate
bond coupons thereby increasing the amount of interest available for distribution to the Fund’s investors, and helping to
maintain bond values.
With
the combination of investment opportunities and the fundamental strength of the U.S. consumer and housing markets, we believe
the Fund’s focus provides access to some of the strongest sectors of the economy. In light of general fixed income yields,
we consider the securitized credit markets (Modern RMBS, Consumer ABS and CLOs) to provide compelling value. The Fund’s
low effective duration of 0.86 years as of year end may provide less interest rate risk versus the Aggregate Index and is a complement
to the Fund’s credit profile. Additionally, as a growing and nimble fund, the Fund seems well positioned to capitalize on
the new and evolving opportunities in these sectors.
We
thank you for your investment in the Braddock Multi-Strategy Income Fund.
Best
regards,
Garrett
Tripp, CFA Senior Portfolio Manager
Toby
Giordano, CFA Portfolio Manager
IMPORTANT
RISKS AND DISCLOSURES
The
views expressed in this report reflect those of the Fund’s Sub-Advisor as of the date this is written and may not reflect
its views on the date this report is first published or anytime thereafter. These views are intended to assist shareholders in
understanding the Fund’s investment methodology and do not constitute investment advice. This report may contain discussions
about investments that may or may not be held by the Fund as of the date of this report. All current and future holdings are subject
to risk and to change. To the extent this report contains forward looking statements, unforeseen circumstances may cause actual
results to differ materially from the views expressed as of the date this is written.
The
Fund commenced investment operations on December 31, 2015, after the conversion of a limited partnership Account, Braddock Structured
Opportunities Fund Series A, L.P., which commenced operations on 7/31/2009, (the “Predecessor Account”), into shares
of the Fund’s Institutional Class. Performance information prior to December 31, 2015 discussed in this report is for the
Predecessor Account. The Fund’s objectives, policies, guidelines and restrictions are in all material respects equivalent
to those of the Predecessor Account. The Predecessor Account was not registered under the Investment Company Act of 1940, as amended
(the “1940 Act”), and therefore was not subject to certain restrictions imposed by the 1940 Act on registered investment
companies and by the Internal Revenue Code of 1986 on regulated investment companies. If the Predecessor Account had been registered
under the 1940 Act, the Predecessor Account’s performance may have been adversely affected.
An
investment in the Braddock Multi-Strategy Income Fund is subject to risk, including the possible loss of principal amount invested
and including, but not limited to, the following risks: COVID-19 Related Market Events: The outbreak of COVID-19 has
caused major disruptions to the worldwide economy, including the U.S. The future impact of COVID-19 is currently unknown, and
it may exacerbate other risks that apply to the Fund. Market Risk: the market price of a security may decline, sometimes
rapidly or unpredictably, due to general market conditions that are not specifically related to a particular issuer, company,
or asset class. Valuation: From time to time, the Fund will need to fair-value portfolio securities at prices that differ
from third party pricing inputs. This may affect purchase price or redemption proceeds for investors who purchase or redeem Fund
shares on days when the Fund is pricing or holding fair-valued securities. Such pricing differences can be significant and can
occur quickly during times of market volatility. Fixed income/interest rate: Generally, fixed income securities decrease
in value if interest rates rise, and increase in value if interest rates fall. Liquidity: the Fund may not be able to sell
some or all of the invest-ments that it holds due to a lack of demand in the marketplace or it may only be able to sell those
investments at a loss. Liquid investments may become illiquid or less liquid after purchase by the Fund, Illiquid investments
may be harder to value, especially in changing markets. High Yield (“Junk”) bond: involve greater risk of default,
downgrade, or price declines, can be more volatile and less liquid than investment-grade securities. Mortgage-backed and Asset-Backed
securities: subject to prepayment risk, “extension risk” (repaid more slowly), credit risk, liquidity, and default
risks. Management and Strategy: the evaluation and selection of the Fund’s investments depend on the judgment of
the Fund’s Sub-Advisor about the quality, relative yield, value or market trends affecting a particular security, industry,
sector or region, which may prove to be incorrect. Credit Risk: If an issuer or guarantor of a debt security held by the
Fund or a counterparty to a financial contract with the Fund defaults or is downgraded or is perceived to be less creditworthy,
the value of the Fund’s portfolio will typically decline. The Fund’s securities are generally not guaranteed by any
governmental agency. Sector Focus: may present more risks than if broadly diversified. Real estate market: property
values may fall due to various economic factors. Non-diversification: focus in the securities of fewer issuers, which exposes
the Fund to greater market risk than if its assets were diversified among a greater number of issuers. Collateralized Loan
Obligations: subject to interest rate, credit, asset manager, legal, regulatory, limited recourse, liquidity, redemption,
and reinvestment risks. Repurchase agreement: may be subject to market and credit risk. Reverse repurchase agreement:
risks of leverage and counterparty risk. Leverage: The use of leverage may magnify the Fund’s gains and losses and
make the Fund more volatile. LIBOR: Many financial instruments use a floating rate based on the London Interbank Offered
Rate (“LIBOR”), which is expected to expire by the end of 2021. Any effects of the transition away from LIBOR could
result in losses. Derivatives: derivative instruments (e.g. short sells, options, futures) involve risks different from
direct investment in the underlying assets, including possible losses in excess of amount invested or any gain in portfolio positions.
ETF Risk: Investing in an ETF will provide the Fund with exposure to the securities comprising the index on which the ETF
is based and will expose the Fund to risks similar to those of investing directly in those securities.
Basis
points: one hundredth of one percent, used chiefly in expressing differences of interest rates. Dots: The Federal Reserve’s
projections for interest rates that are published each quarter. Duration measures a portfolio’s sensitivity to changes
in interest rates. Generally, the longer the effective duration, the greater the price change relative to interest rate movements.
FICO Score: A measure of consumer credit quality that typically ranges from 300-850. Higher scores indicate more creditworthy
borrowers. Investment grade is a rating that signifies a bond that presents a relatively low risk of default. Loan-to-Value
ratio is an assessment of lending risk assessment that financial institutions and other lenders examine before approving a
mortgage. Typically, assessments with high LTV ratios are higher risk. Secured Overnight Financing Rate (SOFR) is a broad
measure of the cost of borrowing cash overnight collateralized by Treasury securities.
Bloomberg
Aggregate Bond Index measures the investment grade, US dollar-denominated, fixed-rate taxable bond market. The index includes
Treasuries, government-related and corporate securities, mortgage-backed securities, asset-backed securities and commercial mortgage-backed
securities. ICE Bank of America Merrill Lynch U.S. Cash Pay U.S. High Yield Index tracks the performance of US dollar denominated
below investment grade corporate debt publicly issued in the US domestic market. One cannot invest directly in an index. Bloomberg
Barclays US Mortgage Backed Securities Index tracks fixed-rate agency mortgage backed pass-through securities guaranteed by
Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC). The index is constructed by grouping individual TBA-deliverable
MBS pools into aggregates or generics based on program, coupon and vintage. Bloomberg US Corporate Bond Index measures
the investment grade, fixed-rate, taxable corporate bond market. It includes USD denominated securities publicly issued by US
and non-US industrial, utility and financial issuers. The index is limited to investment grade bonds. Bloomberg US Treasury
Index measures US dollar-denominated, fixed-rate, nominal debt issued by the US Treasury. Treasury bills are excluded by the
maturity constraint, but are part of a separate Short Treasury Index. STRIPS are excluded from the index. One cannot invest directly
in an index.
Braddock
Multi-Strategy Income Fund
FUND
PERFORMANCE at December 31, 2021 (Unaudited)
The
Fund commenced investment operations on December 31, 2015, after the conversion of a limited partnership account, Braddock Structured
Opportunities Fund Series A, L.P., which commenced operations on July 31, 2009, (the “Predecessor Account”), into Institutional
Class shares of the Fund. The Fund’s objectives, policies, guidelines and restrictions are, in all material respects, equivalent
to those of the Predecessor Account.
This
graph compares a hypothetical $1,000,000 investment in the Fund’s Institutional Class during the periods shown with a similar
investment in the Bloomberg Barclays Aggregate Bond Index and the ICE BofA Merrill Lynch U.S. Cash Pay U.S. High Yield Index.
The performance graph above is shown for the Fund’s Institutional Class shares; Class A shares and Class C shares performance
may vary. Results include the reinvestment of all dividends and capital gains.
The
Bloomberg Barclays Aggregate Bond Index measures the investment grade, US dollar-denominated, fixed-rate taxable bond market.
The ICE BofA Merrill Lynch U.S. Cash Pay U.S. High Yield Index tracks the performance of US dollar denominated below investment
grade corporate debt publicly issued in the US domestic market. These indices do not reflect expenses, fees or sales charge, which
would lower performance. The indices are unmanaged and it is not possible to invest in an index.
Braddock
Multi-Strategy Income Fund
FUND
PERFORMANCE at December 31, 2021 (Unaudited) – Continued
The
performance data quoted here represents past performance and past performance is not a guarantee of future results. Investment
return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original
cost. Current performance may be lower or higher than the performance information quoted. The most recent month end performance
may be obtained by calling (800) 207-7108.
The
expense ratio for Class A shares was 1.78%, for Class C shares was 2.53%, and for Institutional Class shares was 1.53%, which
were stated in the current prospectus dated May 1, 2021. For the Fund’s most current one year expense ratios, please refer
to the Financial Highlights section of this report. The Fund’s Advisor has contractually agreed to waive its fees and/or
pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest,
brokerage commissions, dividend and interest expenses of short sales, acquired fund fees and expenses (as determined in accordance
with Form N-1A), expenses incurred in connection with any merger or reorganization and extraordinary expenses such as litigation
expenses) do not exceed 1.75%, 2.50%, and 1.50% of the average daily net assets of the Class A shares, Class C shares, and Institutional
Class shares, respectively. This agreement is in effect until April 30, 2022, and it may be terminated before that date only by
the Trust’s Board of Trustees. In the absence of such waivers, the Fund’s returns would be lower.
Returns
reflect the reinvestment of distributions made by the Fund, if any. The graph and the performance table above do not reflect the
deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Braddock
Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS
As
of December 31, 2021
Braddock
Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As
of December 31, 2021
Braddock
Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As
of December 31, 2021
Braddock
Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As
of December 31, 2021
Braddock
Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As
of December 31, 2021
Braddock
Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As
of December 31, 2021
Braddock
Multi-Strategy Income Fund
SCHEDULE
OF INVESTMENTS – Continued
As
of December 31, 2021
REMIC
– Real Estate Mortgage Investment Conduit
LLC – Limited Liability Company
LP
– Limited Partnership
See
accompanying Notes to Financial Statements.
Braddock
Multi-Strategy Income Fund
SUMMARY
OF INVESTMENTS
As
of December 31, 2021
See
accompanying Notes to Financial Statements.
Braddock
Multi-Strategy Income Fund
STATEMENT
OF ASSETS AND LIABILITIES
As
of December 31, 2021
See
accompanying Notes to Financial Statements.
Braddock
Multi-Strategy Income Fund
STATEMENT
OF OPERATIONS
For
the Year Ended December 31, 2021
See
accompanying Notes to Financial Statements.
Braddock
Multi-Strategy Income Fund
STATEMENTS
OF CHANGES IN NET ASSETS
See
accompanying Notes to Financial Statements.
Braddock
Multi-Strategy Income Fund
FINANCIAL
HIGHLIGHTS
Class
A
Per
share operating performance.
For
a capital share outstanding throughout each period.
See
accompanying Notes to Financial Statements.
Braddock
Multi-Strategy Income Fund
FINANCIAL
HIGHLIGHTS
Class
C
Per
share operating performance.
For
a capital share outstanding throughout each period.
See
accompanying Notes to Financial Statements.
Braddock
Multi-Strategy Income Fund
FINANCIAL
HIGHLIGHTS
Institutional
Class
Per
share operating performance.
For
a capital share outstanding throughout each period.
See
accompanying Notes to Financial Statements.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS
December
31, 2021
Note
1 – Organization
The
Braddock Multi-Strategy Income Fund (the ‘‘Fund’’) was organized as a non-diversified series of Investment
Managers Series Trust, a Delaware statutory trust (the “Trust”) which is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund seeks total return with an
emphasis on providing current income. The Fund currently offers four classes of shares: A shares, C shares, T shares, and Institutional
shares. Class T shares are not currently available for purchase.
The
Fund commenced investment operations on December 31, 2015, with Class A, Class C, and Institutional Class shares, prior to which
its only activity was the receipt of a $10,000 investment from principals of the Fund’s advisor and a $49,561,285 transfer
of shares of the Fund in exchange for the net assets of the Braddock Structured Opportunities Fund Series A, LP, a Delaware limited
partnership (the “Company”). This exchange was nontaxable, whereby the Fund’s Institutional Class issued 4,933,206
shares for the net assets of the Company on December 31, 2015. Assets with a fair market value of $49,561,285 consisting of cash,
interest receivable and securities of the Company with a fair value of $46,984,053 (identified costs of investments transferred
were $44,433,272) and cash were the primary assets received by the Fund on January 1, 2016. For financial reporting purposes,
assets received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received
from the Partnership was carried forward to align ongoing reporting of the Fund’s realized and unrealized gains and losses
with amount distributable to shareholders for tax purposes.
The
shares of each class represent an interest in the same portfolio of investments of the Fund and have equal rights as to voting,
redemptions, dividends and liquidation, subject to the approval of the Trustees. Income, expenses (other than expenses attributable
to a specific class) and realized and unrealized gains and losses on investments are allocated to each class of shares in proportion
to their relative net assets. Shareholders of a class that bears distribution and service expenses under the terms of a distribution
plan have exclusive voting rights to that distribution plan.
The
Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the
Financial Accounting Standards Board (FASB) Accounting Standard Codification, Financial Services – Investment
Companies”, Topic 946 (ASC 946).
Note
2 – Accounting Policies
The
following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial
statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from these estimates.
(a)
Valuation of Investments
The
Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”)
market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being
valued or, if there are no sales, at the mean between the last available bid and asked prices on that day. Securities traded on
the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies
are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing
a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation
methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations.
These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity,
ratings and general market conditions. If a price is not readily available for a portfolio security, the security
will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale)
as determined in good faith by the Fund’s sub-advisor, subject to review and approval by the Valuation Committee, pursuant
to procedures adopted by the Board of Trustees. The actions of the Valuation Committee are subsequently reviewed by the Board
at its next regularly scheduled board meeting. The Valuation Committee meets as needed. The Valuation Committee is comprised of
all the Trustees, but action may be taken by any one of the Trustees.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
Trading
in securities on many foreign securities exchanges and OTC markets is normally completed before the close of business on each
U.S. business day. In addition, securities trading in a particular country or countries may not take place on all U.S. business
days or may take place on days which are not U.S. business days. Changes in valuations on certain securities may occur at times
or on days on which the Fund’s net asset values (“NAV”) are not calculated and on which the Fund does not affect
sales and redemptions of its shares.
(b)
Asset-Backed Securities
Asset-backed
securities include pools of mortgages, loans, receivables or other assets. Payment of principal and interest may be largely dependent
upon the cash flows generated by the assets backing the securities, and, in certain cases, supported by letters of credit, surety
bonds, or other credit enhancements. The value of asset-backed securities may also be affected by the creditworthiness of the
servicing agent for the pool, the originator of the loans or receivables, or the financial institution(s) providing the credit
support. In addition, asset-backed securities are not backed by any governmental agency.
Collateralized
Debt Obligations (“CDOs”) include Collateralized Bond Obligations (“CBOs”), Collateralized Loan Obligations
(“CLOs”) and other similarly structured securities. CBOs and CLOs are types of asset backed securities. A CBO is a
trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically
collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured
loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans.
The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which
a Fund invests. CDOs carry additional risks including, but not limited to, (i) the possibility that distributions from collateral
securities will not be adequate to make interest or other payments, (ii) the collateral may decline in value or default, (iii)
a Fund may invest in CDOs that are subordinate to other classes, and (iv) the complex structure of the security may not be fully
understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
(c)
Short Sales
The
Fund may sell securities short. Short sales are transactions under which the Fund sells a security it does not own in anticipation
of a decline in the value of that security. To complete such a transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at market price at the time
of replacement. The price at such time may be more or less than the price at which the security was sold by the Fund. When a security
is sold short a decrease in the value of the security will be recognized as a gain and an increase in the value of the security
will be recognized as a loss, which is potentially limitless. Until the security is replaced, the Fund is required to pay the
lender amounts equal to dividend or interest that accrue during the period of the loan which is recorded as an expense. To borrow
the security, the Fund also may be required to pay a premium or an interest fee, which are recorded as interest expense. Cash
or securities are segregated for the broker to meet the necessary margin requirements. The Fund is subject to the risk that it
may not always be able to close out a short position at a particular time or at an acceptable price.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
(d)
Investment Transactions, Investment Income and Expenses
Investment
transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost
basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded
on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or
provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations.
Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records
a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as
payment history and market convention. Discounts on debt securities are accreted or amortized to interest income over the lives
of the respective securities using the effective interest method. Premiums for callable debt securities are amortized to the earliest
call date, if the call price was less than the purchase price. If the call price was not at par and the security was not called,
the security is amortized to the next call price and date. Income and expenses of the Fund is allocated on a pro rata basis to
each class of shares relative net assets, except for distribution and service fees which are unique to each class of shares. Expenses
incurred by the Trust with respect to more than one fund are allocated in proportion to the net assets of each fund except where
allocation of direct expenses to each fund or an alternative allocation method can be more appropriately made.
(e)
Reverse Repurchase Agreements
The
Fund may enter into “reverse” repurchase agreements to seek to enhance the portfolio’s return. Pursuant to a
reverse repurchase agreement, the Fund will sell portfolio securities and agree to repurchase them from the buyer at a particular
date and price. When the Fund enters into a reverse repurchase agreement, it will establish a segregated account in which it will
maintain liquid assets in an amount at least equal to the repurchase price marked to market daily (including accrued interest),
and will subsequently monitor the account to ensure that such equivalent value is maintained. The Fund pays interest on amounts
obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings by the Fund.
Similar to borrowing, reverse repurchase agreements provide the Fund with cash for investment purposes, which creates leverage
and subjects the Fund to the risks of leverage. Reverse repurchase agreements also involve the risk that the other party may fail
to return the securities in a timely manner or at all. The Fund could lose money if it is unable to recover the securities and
the value of collateral held by the Fund, including the value of the investments made with cash collateral, is less than the value
of securities. Reverse repurchase agreements also create Fund expenses and require that the Fund have sufficient cash available
to purchase the debt obligations when required. Reverse repurchase agreements also involve the risk that the market value of the
debt obligation that is the subject of the reverse repurchase agreement could decline significantly below the price at which the
Fund is obligated to repurchase the security.
(f)
Federal Income Taxes
The
Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies
and to distribute substantially all of its net investment income and any net realized gains to its shareholders. Therefore, no
provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting
for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts
are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.
FASB
Accounting Standard Codification “Accounting for Uncertainty in Income Taxes”, Topic 740 (ASC 740) requires an evaluation
of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these
positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent
likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not”
recognition threshold is measured to determine the amount of benefit to recognize
in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income
tax expense in the Statement of Operations.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
ASC
740 requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions
expected to be taken in the Fund’s current tax year, as defined by the IRS statute of limitations for all major jurisdictions,
including federal tax authorities and certain state tax authorities. As of and during the open tax periods ended December 31,
2018-2021, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is
not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly
change in the next twelve months.
(g)
Distributions to Shareholders
The
Fund will make dividend distributions of net investment income, if any, monthly and net capital gains distributions, if any, at
least annually, typically in December. The Fund may make an additional payment of dividends or distributions if it deems it desirable
at any other time during the year. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of
distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.
The
character of distributions made during the year from net investment income or net realized gains may differ from the characterization
for federal income tax purposes due to differences in the recognition of income, expense and gain (loss) items for financial statement
and tax purposes.
(h)
Illiquid Securities
Pursuant
to Rule 22e-4 under the 1940 Act, the Fund has adopted a Liquidity Risk Management Program (“LRMP”) that requires,
among other things, that the Fund limits its illiquid investments that are assets to no more than 15% of net assets. An illiquid
investment is any security which may not reasonably be expected to be sold or disposed of in current market conditions in seven
calendar days or less without the sale or disposition significantly changing the market value of the investment. If the Advisor,
at any time, determines that the value of illiquid securities held by the Fund exceeds 15% of its net asset value, the Advisor
will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Fund’s
written LRMP.
(i)
Use of Estimates
The
presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those estimates.
(j)
LIBOR Risk
Certain
of the Fund’s investments, payment obligations and financing terms may be based on floating rates, such as LIBOR, Euro Interbank
Offered Rate and other similar types of reference rates (each, a “Reference Rate”). On July 27, 2017, the Chief Executive
of the UK Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that the FCA will no longer persuade
nor compel banks to submit rates for the calculation of LIBOR and certain other Reference Rates after 2021. Such announcement
indicates that the continuation of LIBOR and other Reference Rates on the current basis cannot and will not be guaranteed after
2021. The transition away from Reference Rates may lead to increased volatility and illiquidity in markets that are tied to such
Reference Rates and reduced values of Reference Rate-related instruments. This announcement and any additional regulatory or market
changes that occur as a result of the transition away from Reference Rates may have an adverse impact on a Fund’s investments,
performance or financial condition.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
Note
3 – Investment Advisory and Other Agreements
The
Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the “Agreement”) with Liberty Street
Advisors, Inc. (the “Advisor”). Under the terms of the Agreement, the Fund pays a monthly investment advisory fee
to the Advisor at the annual rate of 1.25% of the Fund’s average daily net assets. The Advisor engages Braddock Financial
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 any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, acquired
fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization
and extraordinary expenses such as litigation expenses) do not exceed 1.75%, 2.50% and 1.50% of the Fund’s average daily net assets
for Class A, Class C, and Institutional Class shares, respectively. This agreement is in effect until April 30, 2022, and it may
be terminated before that date only by the Trust’s Board of Trustees.
For
the year ended December 31, 2021, the Advisor recovered $65,672 of its previously waived advisory fees. The Advisor may recover
from the Fund fees and/or expenses previously waived and/or absorbed, if the Fund’s expense ratio, including the recovered
expenses, falls below the expense limit at which they were waived. The Fund’s advisor is permitted to seek reimbursement
from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three full fiscal
years after the date of the waiver or payment. This reimbursement may be requested from the Fund if the reimbursement will not
cause the Fund’s annual expense ratio to exceed the lesser of (a) the expense limitation amount in effect at the time such
fees were waived or payments made, or (b) the expense limitation amount in effect at the time of the reimbursement. There were
no recoverable expenses as of December 31, 2021.
For
the year ended December 31, 2021, the Fund incurred extraordinary expenses of $15,000 in professional fees related to efforts
to enhance its investments in certain mortgage backed securities.
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, 2021, are reported on the Statement of Operations as Fund
services fees.
Foreside
Fund Services, LLC 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, 2021, 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.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
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, 2021, are reported on the Statement of Operations.
Note
4 – Federal Income Taxes
At
December 31, 2021, the cost of securities on a tax basis and gross unrealized appreciation and depreciation of investments for
federal income tax purposes were as follows:
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, 2021, permanent differences in book and
tax accounting have been reclassified to paid-in capital and total distributable earnings (loss) as follows:
As
of December 31, 2021, the components of accumulated earnings (deficit) on a tax basis were as follows:
As
of December 31, 2021, the Fund had net capital loss carryovers as follows:
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
To
the extent that a fund may realize future net capital gains, those gains will be offset by any of its unused capital loss carryforward.
Future capital loss carryover utilization in any given year may be subject to Internal Revenue Code limitations.
The
tax character of the distributions paid during the fiscal years ended December 31, 2021 and December 31, 2020 were as follows:
Note
5 – Investment Transactions
For
the year ended December 31, 2021, purchases and sales of investments, excluding short-term investments, were as follows:
Note
6 – Distribution Plan
The
Trust, on behalf of the Fund, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act,
that allows the Fund to pay distribution fees for the sale and distribution of its Class A and Class C shares. For Class A shares,
the maximum annual fee payable to the Distributor for such distribution and/or shareholder liaison services is 0.25% of the average
daily net assets of such shares. For Class C shares, the maximum annual fees payable to the Distributor for distribution services
and shareholder liaison services are 0.75% and 0.25%, respectively, of the average daily net assets of such shares. The Institutional
Class does not pay any distribution fees.
For
the year ended December 31, 2021, 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, 2021, 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.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
Note
9 – Fair Value Measurements and Disclosure
FASB
Accounting Standard Codification, “Fair Value Measurements and Disclosures”, Topic 820 (ASC 820) defines fair value,
establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements.
It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an
asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.
Under
ASC 820, various inputs are used in determining the value of the Fund’s investments. These inputs are summarized into three
broad Levels as described below:
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.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
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, 2021, in valuing the Fund’s assets and liabilities carried
at fair value:
The
following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
The
following table presents additional quantitative information about valuation methodologies and inputs used for investments that
are measured at fair value and categorized within Level 3 as of December 31, 2021:
Note
10 – Derivative and Hedging Disclosure
The
Fund has adopted the disclosure provisions of FASB Standard Codification 815, Derivatives and Hedging, which requires enhanced
disclosures about the Fund’s derivative and hedging activities, including how such activities are accounted for and their
effects on the Fund’s financial position, performance and cash flows.
For
either investment or hedging purposes, the Fund may invest substantially in a broad range of derivative instruments,
including structured products, swaps (including credit default swaps), futures and forward contracts, and options. Such
derivatives may trade over-the-counter or on an exchange and may principally be used for one or more of the following
purposes: speculation, currency hedging, duration management, or to pursue the Fund’s investment objective. The
Fund’s derivative investments have risks, including the imperfect correlation between the value of such instruments and
the underlying asset, rate or index, which creates the possibility that the loss on such instruments may be greater than the
gain in the value of the underlying asset, rate or index; the loss of principal; the possible default of the other party to
the transaction; and illiquidity of the derivative investments.
The Fund invested in options contracts during the year ended December 31, 2021, which did not have a material impact on the Fund’s
performance.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
The
effects of these derivative instruments on the Fund’s financial position and financial performance as reflected on the Statement
of Operations for the year ended December 31, 2021 are as follows:
The
quarterly average volumes of derivative instruments as of December 31, 2021 are as follows:
Note
11 – Callable Bond Proceeds
On
November 25, 2019, Wells Fargo Bank, N.A. (Wells Fargo), the trustee for Wells Fargo Mortgage Backed Securities Trust, Series
2004-H, Class A-2 (CUSIP 94979TAB2) issued a call notice that funds received from this security will be withheld to establish
a reserve account to meet its current and future expenses for litigation costs and potential judgements resulting from claims
against Wells Fargo. Wells Fargo stated in its letter to certificate holders that this amount will be held for an unknown amount
of time and any unused funds in reserve will be paid to certificate holders when Wells Fargo determines that such funds are no
longer necessary to be held. The Fund expects payment to be received within the next three years and the estimated proceeds to
be received from the callable bond is reported on the Statement of Assets and Liabilities.
Note
12 – Line of Credit
The
Fund together with Robinson Tax Advantaged Income Fund and Robinson Opportunistic Income Fund managed by the Advisor (together
“Liberty Street Funds”) has entered into a Senior Secured Revolving Credit Facility (“Facility”) of $25,000,000
(committed) and $25,000,000 (uncommitted) with UMB Bank, n.a. The Fund is permitted to borrow up to the lesser of 20.00% of its
adjusted net assets with the cap limit of $25,000,000, or the maximum amount permitted subject to the Fund’s investment
limitations. The purpose of the Facility is to finance temporarily the repurchase or redemption of shares of each fund. Borrowings
under this agreement bear interest at the one-month London Interbank Offered Rate (LIBOR) plus 2.00%. As compensation for holding
the lending commitment available, the Liberty Street Funds are charged a commitment fee on the average daily unused balance of
the Facility at the rate of 0.20% per annum. Commitment fees for the year ended December 31, 2021 are disclosed in the Statement
of Operations. The Fund did not borrow under the line of credit agreement during the year ended December 31, 2021.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
Note
13 – ReFlow liquidity program
The
Fund may participate in the ReFlow Fund, LLC (“ReFlow”) liquidity program, which is designed to provide an alternative
liquidity source for mutual funds experiencing redemptions of their shares. In order to pay cash to shareholders who redeem their
shares on a given day, a mutual fund typically must hold cash in its portfolio, liquidate portfolio securities, or borrow money,
all of which impose certain costs on the fund. ReFlow provides participating mutual funds with another source of cash by standing
ready to purchase shares from the fund equal to the amount of the fund’s net redemptions on a given day. ReFlow will purchase
Institutional Class Shares of the Fund at net asset value and will not be subject to any investment minimum applicable to such
shares. ReFlow is prohibited from acquiring more than 3% of the outstanding voting securities of the Fund. ReFlow will periodically
redeem its entire share position in the Fund. For use of the ReFlow service, the Fund will pay a fee to ReFlow at a rate determined
by a daily auction with other participating mutual funds. During the year ended December 31, 2021, ReFlow was not utilized by
the Fund.
Note
14 – COVID-19 Risks
In
early 2020, an outbreak of a novel strain of coronavirus (COVID-19) emerged globally. This coronavirus has resulted in closing
international borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions
to supply chains and customer activity, as well as general public concern and uncertainty. The impact of this outbreak has negatively
affected 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. The future impact of COVID-19 is currently unknown, and it may exacerbate
other risks that apply to the Fund, including political, social and economic risks. Any such impact could adversely affect the
Fund’s performance, the performance of the securities in which the Fund invest and may lead to losses on your investment
in the Fund. The ultimate impact of COVID-19 on the financial performance of the Fund’s investments is not reasonably estimable
at this time.
Note
15 – Recently Issued Accounting Pronouncements
In
October 2020, the SEC adopted new regulations governing the use of derivatives by registered investment companies (“Rule
18f-4”). Rule 18f-4 will impose limits on the amount of derivatives a Fund can enter into, eliminate the asset segregation
framework currently used by funds to comply with Section 18 of the 1940 Act, and require funds whose use of derivatives is greater
than a limited specified amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives
risk manager. Funds will be required to comply with Rule 18f-4 by August 19, 2022. It is not currently clear what impact, if any,
Rule 18f-4 will have on the availability, liquidity or performance of derivatives. Management is currently evaluating the potential
impact of Rule 18f-4 on the Fund(s). When fully implemented, Rule 18f-4 may require changes in how a Fund uses derivatives, adversely
affect the Fund’s performance and increase costs related to the Fund’s use of derivatives.
In
December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5
establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards
to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule
2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for
determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping
requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value
and the accounting and auditing of fund investments. The Fund will be required to comply with the rules by September 8, 2022.
Management is currently assessing the potential impact of the new rules on the Fund’s financial statements.
The
SEC adopted new Rule 12d1-4, which will allow registered investment companies (including business development companies (“BDCs”),
unit investment trusts (“UITs”), closed-end funds, exchange-traded funds (“ETFs”),
and exchange-traded managed funds (“ETMFs”) (an “acquiring” fund), to invest in other investment companies
(an “acquired fund”), including private funds under a specific exception, beyond the limits of Section 12(d)(1), subject
to the conditions of the rule. Rule 12d1-4 became effective January 19, 2021. Funds electing to rely on Rule 12d1-4 will have
to comply with the rules by January 19, 2022.
Braddock
Multi-Strategy Income Fund
NOTES
TO FINANCIAL STATEMENTS – Continued
December
31, 2021
In
March 2020, FASB issued ASU 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial
Reporting. The main objective of the new guidance is to provide relief to companies that will be impacted by the expected change
in benchmark interest rates at the end of 2021, when participating banks will no longer be required to submit London Interbank
Offered Rate (“LIBOR”) quotes by the UK Financial Conduct Authority. The new guidance allows companies to, provided
the only change to existing contracts are a change to an approved benchmark interest rate, account for modifications as a continuance
of the existing contract without additional analysis. In addition, derivative contracts that qualified for hedge accounting prior
to modification, will be allowed to continue to receive such treatment, even if critical terms change due to a change in the benchmark
interest rate. For new and existing contracts, the Fund may elect to apply the amendments as of March 12, 2020 through December
31, 2022. Management is currently assessing the impact of the ASU’s adoption to the Fund’s financial statements and
various filings.
Note
16 – Events Subsequent to the Fiscal Period End
The
Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements
the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance
sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of
the Fund’s financial statements.
There
were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s
financial statements.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Trustees of Investment Managers Series Trust and
Shareholders
of Braddock Multi-Strategy Income Fund
Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities of the Braddock Multi-Strategy Income Fund (the “Fund”),
a series of Investment Managers Series Trust, including the schedule of investments, as of December 31, 2021, the related statement
of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended,
and financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to
as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes
in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the
Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2007.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
Our procedures included confirmation of securities owned as of December 31, 2021 by correspondence with the custodian. We believe
that our audits provide a reasonable basis for our opinion.
Philadelphia,
Pennsylvania
March
1, 2022
Braddock
Multi-Strategy Income Fund
SUPPLEMENTAL
INFORMATION (Unaudited)
Tax
Information
For
the year ended December 31, 2021, 0% of dividends to be paid from net investment income, including short-term capital gains from
the Fund (if any), is designated as qualified dividend income.
For
the year ended December 31, 2021, 0% of the dividends to be paid from net investment income, including from short-term capital
gains from the Fund (if any), is designated as dividends received deduction available to corporate shareholders.
Trustees
and Officers Information
Additional
information about the Trustees is included in the Fund’s Statement of Additional Information which is available, without
charge, upon request by calling (800) 207-7108. The Trustees and officers of the Fund and their principal occupations during the
past five years are as follows:
Braddock
Multi-Strategy Income Fund
SUPPLEMENTAL
INFORMATION (Unaudited) – Continued
Braddock
Multi-Strategy Income Fund
SUPPLEMENTAL
INFORMATION (Unaudited) – Continued
Braddock
Multi-Strategy Income Fund
EXPENSE
EXAMPLE
For
the Six Months Ended December 31, 2021 (Unaudited)
Expense
Example
As
a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase of
Class A shares; and (2) ongoing costs, including management fees; distribution and 12b-1 fees (Class A and Class C shares only)
and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in
the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
These
examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six month period
from July 1, 2021 to December 31, 2021.
Actual
Expenses
The
information in the row titled “Actual Performance” of the table below provides actual account values and actual expenses.
You may use the information in these columns, together with the amount you invested, to estimate the expenses that you paid over
the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply
the result by the number in the appropriate row for your share class, under the column titled “Expenses Paid During Period”
to estimate the expenses you paid on your account during this period.
Hypothetical
Example for Comparison Purposes
The
information in the row titled “Hypothetical (5% annual return before expenses)” of the table below provides hypothetical
account values and hypothetical expenses based on the Fund’s actual expense ratios and an assumed rate of return of 5% per
year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used
to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the
ongoing costs of investing in the Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.
Please
note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs,
such as sales charges (load) or contingent deferred sales charges. Therefore, the information in the row titled “Hypothetical
(5% annual return before expenses)” is useful in comparing ongoing costs only, and will not help you determine the relative
total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Braddock
Multi-Strategy Income Fund
A
series of Investment Managers Series Trust
Investment
Advisor
Liberty
Street Advisors, Inc.
88
Pine Street 31st Floor, Suite 3101
New
York, New York 10005
Sub-Advisor
Braddock
Financial LLC
1200
17th Street, Suite 1210
Denver,
Colorado 80202
Independent
Registered Public Accounting Firm
Tait,
Weller & Baker LLP
Two
Liberty Place
50
South 16th Street, Suite 2900
Philadelphia,
Pennsylvania 19102
Custodian
UMB
Bank, n.a.
928
Grand Boulevard, 5th Floor
Kansas City, Missouri 64106
Fund
Co-Administrator
Mutual
Fund Administration, LLC
2220
East Route 66, Suite 226
Glendora,
California 91740
Fund
Co-Administrator, Transfer Agent and Fund Accountant
UMB
Fund Services, Inc.
235
West Galena Street
Milwaukee,
Wisconsin 53212
Distributor
Foreside
Fund Services, LLC
Three
Canal Plaza, Suite 100
Portland,
Maine 04101
www.foreside.com
FUND
INFORMATION
Privacy
Principles of the Braddock Multi-Strategy Income Fund for Shareholders
The
Fund is committed to maintaining the privacy of its shareholders and to safeguarding its non-public personal information. The
following information is provided to help you understand what personal information the Fund collects, how we protect that information
and why, in certain cases, we may share information with select other parties.
Generally,
the Fund does not receive any non-public personal information relating to its shareholders, although certain non-public personal
information of its shareholders may become available to the Fund. The Fund does not disclose any non-public personal information
about its shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder
accounts (for example, to a transfer agent or third party administrator).
This
report is sent to shareholders of the Braddock Multi-Strategy Income Fund for their information. It is not a Prospectus, circular
or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.
Proxy
Voting
The
Funds’ proxy voting policies and procedures, as well as information regarding how the Funds voted proxies for portfolio
securities, if applicable, during the most recent 12-month period ended June 30, are also available, without charge and upon request
by calling the Funds at (800) 207-7108, on the Funds’ website at https://libertystreetfunds.com/ or on the SEC’s
website at www.sec.gov.
Fund
Portfolio Holdings
The
Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on
Form N-PORT within 60 days of the end of such fiscal quarter. Shareholders may obtain the Funds’ Form N-PORT on the SEC’s
website at www.sec.gov.
Prior
to the use of Form N-PORT, the Funds filed their complete schedule of portfolio holdings with the SEC on Form N-Q, which is available
online at www.sec.gov.
Householding
The
Funds will mail only one copy of shareholder documents, including prospectuses, and notice of annual and semi-annual reports availability
and proxy statements, to shareholders with multiple accounts at the same address. This practice is commonly called “householding”
and is intended to reduce expenses and eliminate duplicate mailings of shareholder documents. Mailings of your shareholder documents
may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined
with those for other members of your household, please call the Funds at (800) 207-7108.
Braddock
Multi-Strategy Income Fund
P.O.
Box 2175
Milwaukee,
WI 53201
Toll
Free: (800) 207-7108
Item
1. Report to Stockholders (Continued).
Item
2. Code of Ethics.
The
registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.
The registrant has not made any amendments to its code of ethics during the period covered by this report. The registrant has
not granted any waivers from any provisions of the code of ethics during the period covered by this report.
The
registrant undertakes to provide to any person without charge, upon request, a copy of its code of ethics by mail when they call
the registrant at (800) 207-7108.
Item
3. Audit Committee Financial Expert.
The
registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its
audit committee. John P. Zader 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.
The
audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and
non-audit services of the registrant, including services provided to any entity affiliated with the registrant.
The
percentage of fees billed by Tait Weller applicable to non-audit services pursuant to waiver of pre-approval requirement were
as follows:
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.
Item
5. Audit Committee of Listed Registrants.
Item
6. Investments.
Item
7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not
applicable to open-end investment companies.
Item
8. Portfolio Managers of Closed-End Management Investment Companies.
Not
applicable to open-end investment companies.
Item
9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not
applicable.
Item
10. Submission of Matters to a Vote of Security Holders.
The
registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant’s
Board of Trustees.
Item
11. Controls and Procedures.
Item
12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not
applicable to open-end investment companies.
Item
13. Exhibits.
(2)
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
(3)
Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the
report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(4)
Change in the registrant’s independent public accountant. There was no change in the registrant’s independent
public accountant for the period covered by this report.
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.
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.
EX.99.CERT
CERTIFICATIONS
I,
Maureen Quill, certify that:
CERTIFICATIONS
I,
Rita Dam, certify that:
EX.99.906CERT
Certification
of CEO and CFO Pursuant to
18
U.S.C. Section 1350,
as
Adopted Pursuant to
Section 906
of the Sarbanes-Oxley Act of 2002
In
connection with the report on Form N-CSR of Braddock Multi-Strategy Income Fund, a series of Investment Managers
Series Trust (the “Trust”), for the year ended December 31, 2021 (the “Report”), Maureen Quill, as President/Chief
Executive Officer of the Trust, and Rita Dam, as Treasurer/Chief Financial Officer of the Trust, each hereby certifies, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
his or her knowledge:
This
statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed
as filed by Investment Managers Series Trust for purposes of Section 18 of the Securities Exchange Act of 1934.
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