UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-Q
 
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
 
Investment Company Act file number 811-21719
 

 
INVESTMENT MANAGERS SERIES TRUST
(Exact name of registrant as specified in charter)
 

 
803 W. Michigan Street
Milwaukee, WI 53233
(Address of principal executive offices) (Zip code)
 
Constance Dye Shannon
UMB Fund Services, Inc.
803 West Michigan Street
Milwaukee, WI 53233
(Name and address of agent for service)
 
Registrant’s telephone number, including area code: (414) 299-2295

Date of fiscal year end: March 31

Date of reporting period:   June 30, 2013

 
 

 
 
Item 1. Schedule of Investments.
 
BearlyBullish Fund
SCHEDULE OF INVESTMENTS
As of June 30, 2013 (Unaudited)


Number
of Shares
     
Value
 
           
   
COMMON STOCKS – 96.3%
     
   
BASIC MATERIALS – 3.2%
     
  2,043  
CF Industries Holdings, Inc.
  $ 350,374  
  2,543  
Praxair, Inc.
    292,852  
            643,226  
               
     
COMMUNICATIONS – 11.1%
       
  1,192  
Amazon.com, Inc. *
    331,007  
  9,776  
AT&T, Inc.
    346,070  
  7,268  
eBay, Inc. *
    375,901  
  14,730  
Facebook, Inc. - Class A *
    366,188  
  444  
Google, Inc. - Class A *
    390,884  
  15,000  
Yahoo!, Inc. *
    376,650  
            2,186,700  
               
     
CONSUMER, CYCLICAL – 9.6%
       
  27,000  
J.C. Penney Co., Inc. *
    461,160  
  3,500  
Mohawk Industries, Inc. *
    393,715  
  5,022  
Starbucks Corp.
    328,891  
  1,685  
VF Corp.
    325,306  
  3,354  
Whirlpool Corp.
    383,563  
            1,892,635  
               
     
CONSUMER, NON-CYCLICAL – 6.2%
       
  11,668  
Hertz Global Holdings, Inc. *
    289,366  
  25,000  
MannKind Corp. *
    162,500  
  703  
Mastercard, Inc. - Class A
    403,874  
  3,123  
Perrigo Co.
    377,883  
            1,233,623  
               
     
ENERGY – 11.3%
       
  3,801  
Anadarko Petroleum Corp.
    326,620  
  2,522  
Chevron Corp.
    298,453  
  3,051  
EOG Resources, Inc.
    401,756  
  45,000  
Kodiak Oil & Gas Corp. *
    400,050  
  5,815  
National Oilwell Varco, Inc.
    400,654  
  2,764  
Pioneer Natural Resources Co.
    400,089  
            2,227,622  
               
     
FINANCIAL – 26.5%
       
  4,206  
American Express Co.
    314,441  
  22,533  
American International Group, Inc. *
    1,007,225  
  70,165  
Bank of America Corp.
    902,322  
  8,241  
Citigroup, Inc.
    395,321  
  87,152  
Genworth Financial, Inc. - Class A *
    994,404  
  8,327  
JPMorgan Chase & Co.
    439,582  
  9,715  
MetLife, Inc.
    444,558  
  3,860  
Travelers Cos., Inc.
    308,491  
 
 
 

 
 
BearlyBullish Fund
SCHEDULE OF INVESTMENTS – Continued
As of June 30, 2013 (Unaudited)

 
Number
of Shares
     
Value
 
               
     
COMMON STOCKS (Continued)
       
     
FINANCIAL (Continued)
       
  10,285  
Wells Fargo & Co.
  $ 424,462  
            5,230,806  
               
     
INDUSTRIAL – 18.7%
       
  6,433  
Eaton Corp. PLC
    423,356  
  7,191  
Flowserve Corp.
    388,386  
  12,183  
Fortune Brands Home & Security, Inc.
    471,969  
  6,521  
Joy Global, Inc.
    316,464  
  10,972  
Leggett & Platt, Inc.
    341,120  
  30,100  
Louisiana-Pacific Corp. *
    445,179  
  29,200  
Masco Corp.
    569,108  
  10,000  
Textron, Inc.
    260,500  
  21,000  
USG Corp. *
    484,050  
            3,700,132  
               
     
TECHNOLOGY – 9.7%
       
  1,020  
Apple, Inc.
    404,002  
  1,559  
International Business Machines Corp.
    297,940  
  42,500  
NVIDIA Corp.
    596,275  
  19,000  
Research In Motion Ltd. *
    198,930  
  7,042  
SanDisk Corp. *
    430,266  
            1,927,413  
               
     
TOTAL COMMON STOCKS (Cost $15,669,788)
    19,042,157  
               
     
SHORT-TERM INVESTMENTS – 7.9%
       
  1,552,719  
Fidelity Institutional Money Market Fund, 0.08% 1
    1,552,719  
               
     
TOTAL SHORT-TERM INVESTMENTS (Cost $1,552,719)
    1,552,719  
               
     
TOTAL INVESTMENTS – 104.2% (Cost $17,222,507)
    20,594,876  
     
Liabilities in Excess of Other Assets – (4.2)%
    (826,002 )
               
     
TOTAL NET ASSETS – 100.0%
  $ 19,768,874  

PLC – Public Limited Company
 
*
Non-income producing security.
1
The rate is the annualized seven-day yield at period end.
 
See accompanying Notes to Schedule of Investments.

 
 

 

BearlyBullish Fund
NOTES TO SCHEDULE OF INVESTMENTS
June 30, 2013 (Unaudited)


Note 1 – Organization
BearlyBullish 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 to achieve long-term capital appreciation.  The Fund is authorized to issue two classes of shares: Investor Class and Institutional Class. The Fund’s Investor Class shares commenced investment operations on June 15, 2011. As of June 30, 2013, the Fund’s Institutional Class shares are not available for investment.

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 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”).  Options are valued at the last quoted sales price, if no sale was reported on that date, the last quoted bid price is used.   Debt securities are valued at the mean between the last available bid and asked prices for such securities, or if such prices are not available, at prices for securities of comparable maturity, quality and type.  All other types of securities, including restricted securities and securities for which market quotations are not readily available, are valued at fair value as determined in accordance with procedures established in good faith by the Board of Trustees.  Short-term securities with remaining maturities of sixty days or less are valued at amortized cost, which approximates market value.

A Fund’s assets are valued at their fair market value.  If a market quotation 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 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. 

Note 3 – Federal Income Tax Information
At June 30, 2013, gross unrealized appreciation and depreciation on investments, based on cost for federal income tax purposes were as follows:

Cost of investments
  $ 17,278,629  
         
Gross unrealized appreciation
  $ 3,727,825  
Gross unrealized depreciation
    (411,578 )
         
Net unrealized appreciation on investments
  $ 3,316,247  
 
 
 

 
 
BearlyBullish Fund
NOTES TO SCHEDULE OF INVESTMENTS - Continued
June 30, 2013 (Unaudited)

 
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.

Note 4 –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 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.

In addition, the Fund has adopted Accounting Standards Update No. 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs which amends Fair Value Measurements and Disclosures to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards.  Enhanced disclosure is required to detail any transfers in to and out of Level 1 and Level 2 measurements and Level 2 and Level 3 measurements and the reasons for the transfers.
 
 
 

 
 
BearlyBullish Fund
NOTES TO SCHEDULE OF INVESTMENTS - Continued
June 30, 2013 (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 June 30, 2013, in valuing the Fund’s assets carried at fair value:

   
Level 1
   
Level 2 **
   
Level 3 **
   
Total
 
Investments, at Value:
                       
Common Stocks *
  $ 19,042,157     $ -     $ -     $ 19,042,157  
Short-Term Investments
    1,552,719                       1,552,719  
Total Investments, at Value
  $ 20,594,876     $ -     $ -     $ 20,594,876  

*
All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major industry classification, please refer to the Schedule of Investments.
**
The Fund did not hold any Level 2 or 3 securities at period end.

Transfers are recognized at the end of the period.  There were no transfers at period end.
 
 
 

 
 
Item 2. Controls and Procedures.

(a)
The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(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 Registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3. Exhibits.
 
Separate certifications for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)).   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:
 
/s/ John P. Zader
Title:
 
John P. Zader, President
     
Date:
 
8/29/2013
 
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:
 
/s/ John P. Zader
(Signature and Title)
 
John P. Zader, President
     
Date:
 
8/29/2013
     
By:
 
/s/ Rita Dam
(Signature and Title)
 
Rita Dam, Treasurer
     
Date:
 
8/29/2013
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