N-CSR 1 fp0071699_ncsr.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number 811-21719

 

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

 

235 W. Galena Street

Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)

 

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, CA 91740

(Name and address of agent for service)

 

(626) 385-5777

Registrant's telephone number, including area code

 

Date of fiscal year end: October 31,

 

Date of reporting period: October 31, 2021

 
 

Item 1. Report to Stockholders.

 

The registrant’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is as follows:

 

 

 

361 DOMESTIC LONG/SHORT EQUITY FUND

(INVESTOR CLASS: ADMQX)

(CLASS I: ADMZX)

 

361 GLOBAL LONG/SHORT EQUITY FUND

(INVESTOR CLASS: AGAQX)

(CLASS I: AGAZX)

(CLASS Y: AGAWX)

 

ANNUAL REPORT

OCTOBER 31, 2021

 
 

361 Funds

Each a series of Investment Managers Series Trust

 

Table of Contents

 

Fund Commentary 1
Fund Performance 3
Schedules of Investments 6
Statements of Assets and Liabilities 23
Statements of Operations 25
Statements of Changes in Net Assets 26
Statement of Cash Flows 30
Financial Highlights 32
Notes to Financial Statements 37
Report of Independent Registered Public Accounting 49
Supplemental Information 50
Expense Examples 56

 

Investing involves risk, including possible loss of principal. Futures prices may be very volatile. The small margin required for futures contracts magnifies the effect of market volatility and allows the loss from a contract potentially to exceed the Fund's initial investment. The potential loss from a short sale is theoretically unlimited since the appreciation of the underlying asset also is theoretically unlimited. Small- and mid-sized company securities tend to be less liquid and more volatile than those of large companies. Bond prices generally fall when interest rates rise. High-yield bonds have higher default rates. Prices of commodities and related contracts may be very volatile for a variety of reasons and may be difficult to liquidate in volatile markets.

 

This report and the financial statements contained herein are provided for the general information of the shareholders of the 361 Funds. This report is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective prospectus.

 

www.361capital.com

 
 

 

 

361 Domestic Long/Short Equity Fund

 

U.S. equities continued to make positive gains in the trailing year as the MSCI USA Index returned 42.74%.

 

The fourth quarter of 2020 brought news of a vaccine that seemed promising in our collective fight against the COVID-19 virus. With the positive vaccine news, many stocks that had performed the worst during the crisis rebounded aggressively. Names that were maligned earlier in the year were up high double digits and some over 100% in a matter of months. The “risk on” sentiment remained present for most periods of the remaining fiscal year.

 

Fueled by low interest rates and progressive fiscal policy, consumer confidence returned quickly following the pandemic shutdown of 2020. The issues facing the consumer now are supply chain disruptions, labor shortages, and rising prices across the board. Inflation was/is the topic of 2021 and despite observing double digits inflation by some measures and highest levels of inflation since 2007 by all standard measures, the debate remains if the observed inflation is temporary or permanent.

 

With an exuberant appetite for risk from investors, stocks are on pace to eclipse 20% for the calendar year 2021.

 

Large cap stocks underperformed small caps in the trailing year and Growth and Value indexes were mostly equal seeing Value outperform by slightly across most major indexes. Beta lead year with domestic high-risk stocks outperformed low-risk stocks by more than 70% for the one-year ending October 31, 2021. This was by far the greatest headwind facing the 361 Domestic Long Short Fund of the period.

 

While generating positive returns, it proved to be a challenging relative market environment for long/short equity strategies, as the Morningstar Long/Short Equity category average return was up 20.58% for the one-year period ending October 31, 2021. The challenging environment extended the performance of the 361 Domestic Long/Short Equity Fund. Hampered by its short position to high-risk stocks the fund lagged the category and returned 12.11% (Class I) for the fiscal year ended on October 31, 2021.

 

Relative to the MSCI USA Index, the biggest detractor for the Fund was its net exposure of about 70% due to its long/short equity strategy. When equity markets perform strongly, this relatively static positioning will likely hinder performance, and over the trailing 12 months cost the Fund about -12.37% relative to the MSCI USA Benchmark. Beta tilts cost the fund approximately -11.04% with the large drag in performance coming from being short high beta. Our Alpha model (factor positioning) also detracted over the time period by about -6.98% and poor stock selections within the bucket underperformed being hurt most by our shorts tying back to an overall theme of a risk on environment. Finally, from a sector perspective the net positioning was also negative with the worst contributors being our net short in energy, our underweight in financials and over-weights to both health care and consumer staples.

 

As of 10/31/2021, the 361 Domestic Long/Short Equity Fund, Class I, returned 12.11% for the one-year period, 6.59% for the three-year period, 6.89% for the five-year period and 5.95% since the Fund’s inception on 3/31/2016.

 

Current and future portfolio holdings are subject to change and risk.

Returns over one year are annualized. Returns include the reinvestment of dividends and income.

 

Current performance may be lower or higher. Call 888-736-1227 for the latest month-end returns. Return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than original cost. Other share class performance may vary.

 

It is not possible to invest directly in an index.

 

Alpha measures the difference between a fund’s actual and expected returns, based on beta, and is generally used as a measure of a manager’s added value over a passive strategy. Beta measures a fund’s sensitivity to market movements. By definition, the beta of a market is 1.00. The views in this commentary were as of October 31, 2021 and may not necessarily reflect the same views on the date this commentary is first published or any time thereafter. These views are intended to help shareholders in understanding the Fund's investment methodology and do not constitute investment advice.

 

Seven Tower Bridge, 110 Washington Street, Suite 1300, Conshohocken, PA 19428 +1 610 934 2222 www.hamiltonlane.com
 1 

 

 

 

361 Global Long/Short Equity Fund

 

Global equities continued to make positive gains in the trailing year as the MSCI World Index returned 40.42%.

 

The fourth quarter of 2020 brought news of a vaccine that seemed promising in our collective fight against the COVID-19 virus. With the positive vaccine news, many stocks that had performed the worst during the crisis rebounded aggressively. Names that were maligned earlier in the year were up high double digits and some over 100% in a matter of months. The “risk on” sentiment remained present for most periods of the remaining fiscal year.

 

Fueled by low interest rates and progressive global fiscal policy, consumer confidence returned quickly following the pandemic shutdown of 2020. The issues facing the consumer now are supply chain disruptions, labor shortages, and rising prices across the board. Inflation was/is the topic of 2021 and despite observing double digits inflation by some measures and highest levels of inflation since 2007 by all standard measures, the debate remains if the observed inflation is temporary or permanent.

 

With an exuberant appetite for risk from investors, stocks are on pace to eclipse 20% for the calendar year 2021.

 

Large cap stocks underperformed small caps in the trailing year and Growth and Value indexes were roughly equal seeing Value outperform by slightly across most major indexes. Beta lead year with domestic high-risk stocks outperformed low-risk stocks by more than 70% for the one-year ending October 31, 2021. This was by far the greatest headwind facing the 361 Global Long/Short Fund of the period.

 

While generating positive returns, it proved to be a challenging relative market environment for long/short equity strategies, as the Morningstar Long/Short Equity category average return was up 20.58% for the one-year period ending October 31, 2021. The challenging environment extended the performance of the 361 Global Long/Short Equity Fund. Hampered by its short position to high-risk stocks the fund lagged the category and returned 7.96% (Class I) for the fiscal year ended on October 31, 2021.

 

Relative to the MSCI World Index, the biggest detractor for the Fund was its net exposure of about 70% due to its long/short equity strategy. When equity markets perform strongly, this relatively static positioning will likely hinder performance, and over the trailing 12 months cost the Fund about -11.22% relative to the MSCI World benchmark. Beta tilts cost the fund approximately -10.42% with the large drag in performance coming from being short high beta. Our Alpha model (factor positioning) was positive over the time period by about 1.53% and poor stock selections within the bucket underperformed being hurt most by our shorts tying back to an overall theme of a risk on environment. Finally, from a sector perspective the net positioning was also negative with the worst contributors being our net short in energy, our underweight in financials and over-weights to health care.

 

As of 10/31/2021, the 361 Global Long/Short Equity Fund, Class I, returned 7.96% for the one-year period, 3.54% for the three-year period, 4.68% for the five-year period and 5.49% since the Fund’s inception on 01/06/14.

 

Current and future portfolio holdings are subject to change and risk.

Returns over one year are annualized. Returns include the reinvestment of dividends and income.

 

Current performance may be lower or higher. Call 888-736-1227 for the latest month-end returns. Return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than original cost. Other share class performance may vary.

 

It is not possible to invest directly in an index.

 

Alpha measures the difference between a fund’s actual and expected returns, based on beta, and is generally used as a measure of a manager’s added value over a passive strategy. Beta measures a fund’s sensitivity to market movements. By definition, the beta of a market is 1.00. The views in this commentary were as of October 31, 2021 and may not necessarily reflect the same views on the date this commentary is first published or any time thereafter. These views are intended to help shareholders in understanding the Fund's investment methodology and do not constitute investment advice.

 

Seven Tower Bridge, 110 Washington Street, Suite 1300, Conshohocken, PA 19428 +1 610 934 2222 www.hamiltonlane.com
 2 

 

361 Domestic Long/Short Equity Fund

FUND PERFORMANCE at October 31, 2021 (Unaudited)

 

 

 

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares, made at its inception, with a similar investment in the MSCI USA Index. The performance graph above is shown for the Fund’s Class I shares; Investor Class shares performance may vary. Results include the reinvestment of all dividends and capital gains.

 

The MSCI USA Index is designed to measure the performance of the large and mid-cap segments of the US market. With 624 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in the US. This index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged, and it is not available for investment.

 

Average Annual Total Returns as of October 31, 2021 1 Year 5 Years Since Inception Inception Date
Investor Class 11.75% 6.56% 5.66% 03/31/16
Class I 12.11% 6.89% 5.95% 03/31/16
MSCI USA Index 42.74% 18.71% 17.49% 03/31/16

 

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 data quoted. For performance current to the most recent month, please call (888) 736-1227.

 

Gross and net expense ratios for the Investor Class shares were 3.27% and 2.69%, respectively, and for Class I shares were 2.99% and 2.41%, respectively, which were the amounts stated in the current prospectus dated March 1, 2021, as amended April 1, 2021. For the Fund’s 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 to ensure that total annual fund operating expenses do not exceed 1.39% of the average daily net assets of the Fund. This agreement is in effect until March 31, 2023, 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 performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 3 

 

361 Global Long/Short Equity Fund

FUND PERFORMANCE at October 31, 2021 (Unaudited)

 

 

 

 

The Analytic Global Long/Short Equity Fund, L.P. (the “Predecessor Account”) was a limited partnership that commenced operations on January 6, 2014 and reorganized into the Fund on December 12, 2014. The Fund's objectives, policies, guidelines and restrictions are, in all material respects, equivalent to those of the Predecessor Account. Performance shown prior to December 12, 2014 is that of the Predecessor Account and has not been adjusted to reflect the expenses of the Fund's applicable Share Class, which are lower than the expenses of the Predecessor Account. If the applicable Share Class expenses were reflected, the Predecessor Account returns would be higher than those shown. However, the Predecessor Account was not registered under the Investment Company Act of 1940 and therefore was not subject to certain restrictions on regulated investment companies. If the Predecessor Account had been registered, its performance may have been lower.

 

This graph compares a hypothetical $10,000 investment in the Fund’s Class I shares on January 6, 2014, Predecessor Account’s inception date, with a similar investment in the MSCI World Index. The performance graph above is shown for the Fund’s Class I shares; Investor Class shares and Class Y shares performance may vary. Results include the reinvestment of all dividends and capital gains.

 

The MSCI World Index represents large and mid-cap equity performance across 23 developed markets countries, covering approximately 85% of the free float-adjusted market capitalization in each.  This index does not reflect expenses, fees or sales charge, which would lower performance. The index is unmanaged, and it is not available for investment.

 

Average Annual Total Returns as of October 31, 2021 1 Year 5 Years Since Inception Inception Date
Investor Class 7.58% 4.36% 5.21% 01/06/14
Class I 7.96% 4.68% 5.49% 01/06/14
Class Y 7.94% 4.77% 5.57% 01/06/14
MSCI World Index 40.42% 15.45% 10.84% 01/06/14

 

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 data quoted. For performance current to the most recent month, please call (888) 736-1227.

 

 4 

 

361 Global Long/Short Equity Fund

FUND PERFORMANCE at October 31, 2021 (Unaudited) - Continued

 

Gross and net expense ratios for the Investor Class shares were 2.72% and 2.67%, respectively, for Class I shares were 2.41% and 2.36%, respectively, and for Class Y shares were 2.32% and 2.27%, respectively, which were the amounts stated in the current prospectus dated March 1, 2021, as amended April 1, 2021. For the Fund’s 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 to ensure that total annual fund operating expenses do not exceed 1.39% of the average daily net assets of the Fund. This agreement is in effect until March 31, 2023, 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 performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

 5 

 

361 Domestic Long/Short Equity Fund

SCHEDULE OF INVESTMENTS

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS — 98.7%    
    BASIC MATERIALS — 3.6%    
 84   Alcoa Corp.1  $3,860 
 2,462   Freeport-McMoRan, Inc.1   92,866 
 495   NewMarket Corp.   168,305 
 447   Royal Gold, Inc.1   44,262 
         309,293 
     COMMUNICATIONS — 11.3%     
 72   Alphabet, Inc. - Class A*1   213,186 
 27   Alphabet, Inc. - Class C*1   80,066 
 34   Amazon.com, Inc.*1   114,663 
 629   Aviat Networks, Inc.*1   17,989 
 4   Booking Holdings, Inc.*1   9,683 
 2,101   Comcast Corp. - Class A1   108,054 
 102   Fox Corp. - Class A1   4,054 
 256   Fox Corp. - Class B1   9,462 
 163   InterDigital, Inc.1   10,913 
 2,352   Interpublic Group of Cos., Inc.1   86,013 
 302   Meta Platforms, Inc.*1   97,718 
 251   Omnicom Group, Inc.1   17,088 
 77   Verizon Communications, Inc.1   4,080 
 2,702   Via Renewables, Inc.1   30,127 
 1,785   ViacomCBS, Inc.1   64,653 
 1,899   World Wrestling Entertainment, Inc. - Class A1   116,010 
         983,759 
     CONSUMER, CYCLICAL — 9.7%     
 40   Best Buy Co., Inc.1   4,890 
 408   BlueLinx Holdings, Inc.*1   19,433 
 485   Camping World Holdings, Inc. - Class A1   18,066 
 146   Costco Wholesale Corp.1   71,765 
 2,060   Dolby Laboratories, Inc. - Class A1   182,001 
 83   DraftKings, Inc. - Class A*1   3,867 
 2,022   Forestar Group, Inc.*1   39,570 
 5,092   Mattel, Inc.*1   111,056 
 3,178   ONE Group Hospitality, Inc.*1   42,013 
 26   Roku, Inc.*1   7,927 
 93   Standard Motor Products, Inc.1   4,455 
 516   Target Corp.1   133,964 
 1,199   Tenneco, Inc. - Class A*1   15,911 
 33   Thor Industries, Inc.1   3,365 
 1,440   Titan International, Inc.*1   10,397 
 100   Walgreens Boots Alliance, Inc.1   4,702 
 231   Walmart, Inc.1   34,516 
 6 

 

361 Domestic Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
    CONSUMER, CYCLICAL (Continued)    
 624   Whirlpool Corp.1  $131,558 
         839,456 
     CONSUMER, NON-CYCLICAL — 37.3%     
 800   Abbott Laboratories1   103,112 
 2,089   AbbVie, Inc.1   239,546 
 845   Amgen, Inc.1   174,890 
 1,657   Andersons, Inc.1   56,437 
 11   Anthem, Inc.1   4,786 
 6,535   BioDelivery Sciences International, Inc.*1   26,663 
 93   Bio-Techne Corp.1   48,699 
 709   Booz Allen Hamilton Holding Corp. - Class A1   61,584 
 1,469   Bruker Corp.1   117,961 
 317   Bunge Ltd.1,2   29,367 
 293   Church & Dwight Co., Inc.1   25,596 
 21   Cigna Corp.1   4,486 
 2,087   Colgate-Palmolive Co.1   159,009 
 36   DaVita, Inc.*1   3,717 
 2,507   Dentsply Sirona, Inc.1   143,425 
 862   Eagle Pharmaceuticals, Inc.*1   45,143 
 36   Eli Lilly & Co.1   9,171 
 517   Encompass Health Corp.1   32,861 
 3,981   Exelixis, Inc.*1   85,631 
 198   Gartner, Inc.*1   65,718 
 607   Hershey Co.1   106,437 
 58   Hologic, Inc.*1   4,252 
 857   Horizon Therapeutics PLC*1,2   102,763 
 61   Incyte Corp.*1   4,086 
 1,038   Johnson & Johnson1   169,069 
 1,838   Kroger Co.1   73,557 
 1,452   Lamb Weston Holdings, Inc.1   81,965 
 1,372   ManpowerGroup, Inc.1   132,604 
 1,363   Merck & Co., Inc.1   120,012 
 127   Moderna, Inc.*1   43,842 
 118   Molina Healthcare, Inc.*1   34,895 
 41   Neurocrine Biosciences, Inc.*1   4,322 
 695   Organogenesis Holdings, Inc.*1   7,631 
 218   Organon & Co.1   8,012 
 15   Paylocity Holding Corp.*1   4,577 
 37   PepsiCo, Inc.1   5,979 
 2,303   Pfizer, Inc.1   100,733 
 29   ResMed, Inc.1   7,624 
 224   Royalty Pharma PLC - Class A2   8,855 
 7 

 

361 Domestic Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
    CONSUMER, NON-CYCLICAL (Continued)    
 33   S&P Global, Inc.1  $15,647 
 381   Seagen, Inc.*1   67,182 
 942   Service Corp. International1   64,518 
 107   STERIS PLC1,2   25,010 
 497   Tyson Foods, Inc. - Class A1   39,745 
 621   United Therapeutics Corp.*1   118,462 
 2,668   Vector Group Ltd.1   35,378 
 477   Vertex Pharmaceuticals, Inc.*1   88,212 
 9,438   Viatris, Inc.1   125,997 
 213   West Pharmaceutical Services, Inc.1   91,564 
 2,995   Western Union Co.1   54,569 
 194   Zoetis, Inc.1   41,943 
         3,227,244 
     ENERGY — 0.2%     
 158   Exxon Mobil Corp.1   10,186 
 292   Marathon Oil Corp.1   4,766 
         14,952 
     FINANCIAL — 8.3%     
 41   Alliance Data Systems Corp.1   3,495 
 549   Ally Financial, Inc.1   26,209 
 450   Berkshire Hathaway, Inc. - Class B*1   129,155 
 88   CBRE Group, Inc. - Class A*1   9,159 
 31   Evercore, Inc. - Class A1   4,707 
 25   Extra Space Storage, Inc. - REIT1   4,934 
 211   Invitation Homes, Inc. - REIT1   8,704 
 671   Iron Mountain, Inc. - REIT1   30,624 
 88   Jones Lang LaSalle, Inc.*1   22,724 
 747   KKR & Co., Inc.1   59,514 
 741   Life Storage, Inc. - REIT1   99,153 
 2,066   Old Republic International Corp.1   53,365 
 992   Primerica, Inc.1   166,894 
 691   Redwood Trust, Inc. - REIT1   9,370 
 2,256   Retail Value, Inc. - REIT1   14,123 
 1,012   W R Berkley Corp.1   80,555 
         722,685 
     INDUSTRIAL — 7.1%     
 394   Arrow Electronics, Inc.*1   45,606 
 2,056   Avnet, Inc.1   78,354 
 1,029   Boise Cascade Co.1   58,262 
 295   Clean Harbors, Inc.*1   33,199 
 44   Emerson Electric Co.1   4,268 
 8 

 

361 Domestic Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
    INDUSTRIAL (Continued)    
 772   Encore Wire Corp.1  $103,494 
 794   Expeditors International of Washington, Inc.1   97,868 
 111   Hubbell, Inc.1   22,130 
 137   Jabil, Inc.1   8,215 
 135   Lockheed Martin Corp.1   44,863 
 756   Mueller Industries, Inc.1   39,796 
 655   National Instruments Corp.1   27,818 
 294   SYNNEX Corp.1   30,870 
 203   Vishay Intertechnology, Inc.1   3,902 
 375   Vontier Corp.1   12,686 
         611,331 
     TECHNOLOGY — 18.9%     
 638   Accenture PLC - Class A1,2   228,908 
 796   Activision Blizzard, Inc.1   62,239 
 53   Adobe, Inc.*1   34,469 
 1,481   Apple, Inc.1   221,854 
 142   Autodesk, Inc.*1   45,101 
 680   Black Knight, Inc.*1   47,675 
 94   Cadence Design Systems, Inc.*1   16,272 
 483   Electronic Arts, Inc.1   67,741 
 118   EPAM Systems, Inc.*1   79,442 
 210   Fair Isaac Corp.*1   83,622 
 28   Fortinet, Inc.*1   9,418 
 236   Genpact Ltd.1,2   11,647 
 277   Intuit, Inc.1   173,399 
 13   KLA Corp.1   4,846 
 80   Manhattan Associates, Inc.*1   14,523 
 930   Microsoft Corp.1   308,407 
 737   NCR Corp.*1   29,141 
 45   NVIDIA Corp.1   11,505 
 35   PTC, Inc.*1   4,457 
 21   ServiceNow, Inc.*1   14,653 
 1,942   SS&C Technologies Holdings, Inc.1   154,331 
 428   Veritone, Inc.*1   12,801 
 260   Xerox Holdings Corp.1   4,628 
         1,641,079 
     UTILITIES — 2.3%     
 3,073   AES Corp.1   77,225 
 277   MDU Resources Group, Inc.1   8,512 
 5,590   Vistra Corp.1   109,508 
 9 

 

361 Domestic Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
    UTILITIES (Continued)    
 48   WEC Energy Group, Inc.1  $4,323 
         199,568 
     TOTAL COMMON STOCKS     
     (Cost $8,054,293)   8,549,367 

 

Principal Amount        
    SHORT-TERM INVESTMENTS — 30.9%    
$2,680,002   UMB Bank Demand Deposit, 0.01%3   2,680,002 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $2,680,002)   2,680,002 
           
     TOTAL INVESTMENTS — 129.6%     
     (Cost $10,734,295)   11,229,369 
     Liabilities in Excess of Other Assets — (29.6)%   (2,567,681)
     TOTAL NET ASSETS — 100.0%  $8,661,688 

 

Number of Shares        
    SECURITIES SOLD SHORT — (29.6)%    
    COMMON STOCKS — (29.6)%    
    BASIC MATERIALS — (1.0)%    
 (2,094)  Danimer Scientific, Inc.*   (30,907)
 (4,702)  Energy Fuels, Inc./Canada*2   (36,864)
 (1,789)  Zymergen, Inc.*   (18,963)
         (86,734)
     COMMUNICATIONS — (1.6)%     
 (10,910)  Entercom Communications Corp.*   (35,239)
 (2,357)  RealReal, Inc.*   (30,712)
 (801)  TripAdvisor, Inc.*   (26,409)
 (169)  Viasat, Inc.*   (10,088)
 (192)  Wix.com Ltd.*2   (35,704)
         (138,152)
     CONSUMER, CYCLICAL — (6.3)%     
 (130)  Bath & Body Works, Inc.   (8,982)
 (224)  Caesars Entertainment, Inc.*   (24,519)
 (548)  Capri Holdings Ltd.*2   (29,176)
 (1,623)  Casper Sleep, Inc.*   (5,908)
 (569)  Cooper-Standard Holdings, Inc.*   (14,760)
 (1,030)  Hyliion Holdings Corp.*   (8,333)
 (511)  Kura Sushi USA, Inc. - Class A*   (21,758)
 (1,211)  Lindblad Expeditions Holdings, Inc.*   (18,104)
 (681)  Nordstrom, Inc.*   (19,565)
 10 

 

361 Domestic Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    SECURITIES SOLD SHORT (Continued)    
    COMMON STOCKS (Continued)    
    CONSUMER, CYCLICAL (Continued)    
 (488)  Norwegian Cruise Line Holdings Ltd.*2  $(12,551)
 (171)  Ollie's Bargain Outlet Holdings, Inc.*   (11,570)
 (1,300)  OneSpaWorld Holdings Ltd.*2   (14,040)
 (1,099)  Penn National Gaming, Inc.*   (78,688)
 (1,238)  PLBY Group, Inc.*   (34,763)
 (3,172)  QuantumScape Corp.*   (91,798)
 (48)  RH*   (31,662)
 (168)  Royal Caribbean Cruises Ltd.*2   (14,184)
 (560)  Shift Technologies, Inc.*   (3,825)
 (551)  TuSimple Holdings, Inc. - Class A*   (21,555)
 (1)  Victoria's Secret & Co.*   (34)
 (1,366)  Virgin Galactic Holdings, Inc.*   (25,613)
 (2,633)  Vroom, Inc.*   (50,369)
         (541,757)
     CONSUMER, NON-CYCLICAL — (4.8)%     
 (8,440)  ADT, Inc.   (70,474)
 (486)  Beyond Meat, Inc.*   (48,104)
 (4,626)  Coty, Inc. - Class A*   (39,228)
 (4,190)  Custom Truck One Source, Inc.*   (37,919)
 (979)  Eargo, Inc.*   (8,615)
 (4,038)  Humanigen, Inc.*   (28,993)
 (1,875)  ImmunityBio, Inc.*   (14,681)
 (1,184)  Oak Street Health, Inc.*   (55,920)
 (1,103)  Ontrak, Inc.*   (9,486)
 (206)  Quidel Corp.*   (27,351)
 (1,725)  Sabre Corp.*   (17,906)
 (4,646)  Sorrento Therapeutics, Inc.   (31,872)
 (600)  Viad Corp.*   (26,622)
         (417,171)
     ENERGY — (4.3)%     
 (3,915)  EQT Corp.*   (77,948)
 (378)  First Solar, Inc.*   (45,205)
 (209)  Laredo Petroleum, Inc.*   (15,758)
 (296)  New Fortress Energy, Inc.   (8,880)
 (1,766)  PBF Energy, Inc. - Class A*   (25,801)
 (2,451)  Plug Power, Inc.*   (93,800)
 (400)  ProPetro Holding Corp.*   (3,836)
 (1,759)  Sunrun, Inc.*   (101,459)
         (372,687)
 11 

 

361 Domestic Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    SECURITIES SOLD SHORT (Continued)    
    COMMON STOCKS (Continued)    
    FINANCIAL — (1.1)%    
 (533)  Air Lease Corp.  $(21,347)
 (712)  Lemonade, Inc.*   (44,258)
 (549)  MGIC Investment Corp.   (8,872)
 (934)  Park Hotels & Resorts, Inc. - REIT*   (17,307)
 (438)  Rocket Cos., Inc. - Class A   (7,218)
         (99,002)
     INDUSTRIAL — (3.0)%     
 (610)  Axon Enterprise, Inc.*   (109,776)
 (1,535)  Byrna Technologies, Inc.*   (25,865)
 (4,126)  ChargePoint Holdings, Inc.*   (102,242)
 (439)  Spirit AeroSystems Holdings, Inc. - Class A   (18,126)
         (256,009)
     TECHNOLOGY — (5.6)%     
 (1,098)  C3.ai, Inc. - Class A*   (49,542)
 (1,009)  Clarivate PLC*2   (23,661)
 (1,549)  DarioHealth Corp.*   (25,326)
 (1,112)  Desktop Metal, Inc. - Class A*   (7,773)
 (651)  Fastly, Inc. - Class A*   (32,947)
 (3,481)  Palantir Technologies, Inc. - Class A*   (90,088)
 (3,280)  Rekor Systems, Inc.*   (44,608)
 (5,653)  Skillz, Inc.*   (63,201)
 (376)  SkyWater Technology, Inc.*   (12,874)
 (731)  Vuzix Corp.*   (7,815)
 (1,058)  Wolfspeed, Inc.*   (127,076)
         (484,911)
           
     UTILITIES — (1.9)%     
 (1,077)  Brookfield Renewable Corp. - Class A2   (44,599)
 (10,410)  PG&E Corp.*   (120,756)
         (165,355)
     TOTAL COMMON STOCKS     
     (Proceeds $2,620,498)   (2,561,778)
     TOTAL SECURITIES SOLD SHORT     
     (Proceeds $2,620,498)  $(2,561,778)

 

PLC – Public Limited Company

REIT – Real Estate Investment Trusts

 

*Non-income producing security.
1All or a portion of this security is segregated as collateral for securities sold short. The market value of the securities pledged as collateral was $8,162,953, which represents 94.24% of total net assets of the Fund.
2Foreign security denominated in U.S. Dollars.
3The rate is the annualized seven-day yield at period end.

 

See accompanying Notes to Financial Statements.

 12 

 

361 Domestic Long/Short Equity Fund

SUMMARY OF INVESTMENTS

As of October 31, 2021

 

Security Type/Sector  Percent of Total Net Assets 
Common Stocks     
Consumer, Non-cyclical   37.3%
Technology   18.9%
Communications   11.3%
Consumer, Cyclical   9.7%
Financial   8.3%
Industrial   7.1%
Basic Materials   3.6%
Utilities   2.3%
Energy   0.2%
Total Common Stocks   98.7%
Short-Term Investments   30.9%
Total Investments   129.6%
Liabilities in Excess of Other Assets   (29.6)%
Total Net Assets   100.0%

 

See accompanying Notes to Financial Statements.

 13 

 

361 Global Long/Short Equity Fund

SCHEDULE OF INVESTMENTS

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS — 103.3%    
    BASIC MATERIALS — 2.9%    
 237,759   BlueScope Steel Ltd.  $3,715,096 
 168,490   Dow, Inc.1   9,430,385 
 18,204   Kloeckner & Co. S.E.*   244,568 
 7,700   Mitsui Chemicals, Inc.   228,951 
 31,200   Nucor Corp.1   3,483,480 
 221,100   Oji Holdings Corp.   1,095,935 
 3,071   Rio Tinto Ltd.   210,394 
 12,021   Solvay S.A.   1,428,883 
         19,837,692 
     COMMUNICATIONS — 10.2%     
 4,637   Alphabet, Inc. - Class A*1   13,729,786 
 4,841   Alphabet, Inc. - Class C*1   14,355,550 
 1,480   Amazon.com, Inc.*1   4,991,196 
 25,500   CyberAgent, Inc.   427,266 
 188,390   Liberty Global PLC*1,2   5,433,168 
 238,775   Mediaset S.p.A.   670,728 
 42,007   Meta Platforms, Inc.*1   13,592,205 
 43,248   Nokia Oyj*   248,210 
 4,761   NortonLifeLock, Inc.1   121,168 
 1,628,415   Telecom Italia S.p.A./Milano   580,891 
 81,100   Thomson Reuters Corp.   9,755,460 
 102,200   Trend Micro, Inc.   5,776,384 
         69,682,012 
     CONSUMER, CYCLICAL — 12.8%     
 11,230   Bayerische Motoren Werke A.G.   957,212 
 26,700   Canadian Tire Corp. Ltd. - Class A   3,792,280 
 15,858   Costco Wholesale Corp.1   7,794,841 
 17,037   Dillard's, Inc. - Class A1   3,937,932 
 156,510   Electrolux A.B.*   3,551,910 
 12,630   Esprinet S.p.A.   164,050 
 47,324   Ethan Allen Interiors, Inc.1   1,098,390 
 27,100   Gildan Activewear, Inc.   995,448 
 94,400   Iida Group Holdings Co., Ltd.   2,327,386 
 825,581   Kingfisher PLC   3,789,063 
 75,700   McDonald's Holdings Co. Japan Ltd.   3,383,152 
 5,200   NGK Insulators Ltd.   86,586 
 12,400   Nintendo Co., Ltd.   5,476,547 
 33,900   Nisshinbo Holdings, Inc.   261,658 
 61,624   Swatch Group A.G.   3,278,348 
 25,014   Swatch Group A.G.   6,884,970 
 48,734   Target Corp.1   12,652,321 
 14 

 

361 Global Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
    CONSUMER, CYCLICAL (Continued)    
 79,300   Toyota Tsusho Corp.  $3,439,733 
 102,743   Walgreens Boots Alliance, Inc.1   4,830,976 
 52,152   Walmart, Inc.1   7,792,552 
 2,915,200   Yamada Holdings Co., Ltd.   11,139,855 
         87,635,210 
     CONSUMER, NON-CYCLICAL — 29.6%     
 33,596   Abbott Laboratories1   4,330,188 
 45,932   AbbVie, Inc.1   5,267,022 
 149,622   Adecco Group A.G.   7,537,968 
 56,335   Alkermes PLC*1,2   1,706,387 
 17,079   AMERCO1   12,587,052 
 47,844   Avantor, Inc.*1   1,931,941 
 53,007   Avid Bioservices, Inc.*1   1,626,255 
 45,270   Baxter International, Inc.1   3,574,519 
 30,486   Becton, Dickinson and Co.1   7,304,141 
 7,300   Bio-Rad Laboratories, Inc. - Class A*1   5,801,164 
 4,564   Bio-Techne Corp.1   2,389,939 
 30,557   Bruker Corp.1   2,453,727 
 89,435   Bunge Ltd.1,2   8,285,258 
 468,503   Carrefour S.A.   8,481,253 
 154,235   Catalyst Pharmaceuticals, Inc.*1   909,987 
 9,597   Coca-Cola Co.1   540,983 
 35,081   Colgate-Palmolive Co.1   2,672,821 
 55,253   Demant A/S*   2,678,554 
 17,122   DiaSorin S.p.A.   3,870,453 
 14,974   Draegerwerk A.G. & Co. KGaA   1,178,742 
 143,205   Dynavax Technologies Corp.*1   2,859,804 
 62,037   Eagle Pharmaceuticals, Inc.*1   3,248,878 
 188,100   Empire Co., Ltd. - Class A   5,623,546 
 41,443   Eurofins Scientific S.E.   4,890,624 
 24,618   Gartner, Inc.*1   8,170,960 
 1,700   George Weston Ltd.   183,681 
 95,263   Halozyme Therapeutics, Inc.*1   3,626,662 
 47,295   HelloFresh S.E.*   3,832,524 
 1,188   Henkel A.G. & Co. KGaA   106,424 
 46,205   ICA Gruppen A.B.   2,388,801 
 70,259   Imperial Brands PLC   1,482,545 
 105,634   Incyte Corp.*1   7,075,365 
 239,693   Ironwood Pharmaceuticals, Inc.*1   3,060,880 
 50,326   Johnson & Johnson1   8,197,099 
 10,471   Kesko Oyj - B Shares   340,755 
 201,642   Kroger Co.1   8,069,713 
 15 

 

361 Global Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
    CONSUMER, NON-CYCLICAL (Continued)    
 41,600   Loblaw Cos. Ltd.  $3,128,739 
 6,514   Maravai LifeSciences Holdings, Inc. - Class A*1   275,477 
 416,274   MiMedx Group, Inc.*1   2,851,477 
 11,589   Moderna, Inc.*1   4,000,639 
 1,173   Molina Healthcare, Inc.*1   346,880 
 173,333   Organogenesis Holdings, Inc.*1   1,903,196 
 165,752   Pfizer, Inc.1   7,249,992 
 125,043   Randstad N.V.   8,983,525 
 1,953   Regeneron Pharmaceuticals, Inc.*1   1,249,803 
 53,992   Robert Half International, Inc.1   6,104,875 
 345   S&P Global, Inc.1   163,585 
 170,241   Sonic Healthcare Ltd.   5,165,663 
 9,300   Tyson Foods, Inc. - Class A1   743,721 
 24,810   United Therapeutics Corp.*1   4,732,756 
 425,770   Western Union Co.1   7,757,529 
         202,944,472 
     DIVERSIFIED — 0.7%     
 101,506   Industrivarden A.B. - C Shares   3,301,846 
 21,500   Jardine Matheson Holdings Ltd.2   1,248,789 
         4,550,635 
     FINANCIAL — 13.6%     
 1,201,406   Banco Santander S.A.   4,556,760 
 31,200   Bank of Nova Scotia   2,045,546 
 54,304   Berkshire Hathaway, Inc. - Class B*1   15,585,791 
 109,800   Canadian Apartment Properties REIT - REIT   5,361,356 
 12,000   Canadian Imperial Bank of Commerce   1,456,076 
 122,855   Carlyle Group, Inc.1   6,898,308 
 1,175,000   CK Asset Holdings Ltd.   7,258,043 
 255,525   Commerzbank A.G.*   1,865,973 
 505,971   Deutsche Bank AG*   6,499,016 
 21,964   Dexus - REIT   180,158 
 37,906   EXOR N.V.   3,575,512 
 28,100   Fairfax Financial Holdings Ltd.   11,381,000 
 2,257,252   HSBC Holdings PLC   13,600,353 
 17,953   Iron Mountain, Inc. - REIT1   819,375 
 1,453,755   NatWest Group PLC   4,383,349 
 1,145,884   Standard Chartered PLC   7,749,576 
 2,504   Voya Financial, Inc.1   174,704 
         93,390,896 
     INDUSTRIAL — 15.0%     
 12,734   3M Co.1   2,275,311 
 16 

 

361 Global Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
    INDUSTRIAL (Continued)    
 96,636   A O Smith Corp.1  $7,061,193 
 48,400   AGC, Inc.   2,410,107 
 34,880   Agilent Technologies, Inc.1   5,493,251 
 966   AP MOLLER - MAERSK A/S /   2,799,418 
 1,562   AP Moller - Maersk A/S - Class A   4,288,720 
 103,800   Arrow Electronics, Inc.*1   12,014,850 
 3,127   Caterpillar, Inc.1   637,939 
 34,950   Cummins, Inc.1   8,382,408 
 13,300   Disco Corp.   3,585,648 
 124,532   Epiroc A.B. - Class B   2,645,541 
 80,053   Expeditors International of Washington, Inc.1   9,867,333 
 344,874   Fletcher Building Ltd.   1,773,772 
 117,871   Knight-Swift Transportation Holdings, Inc.1   6,682,107 
 1,384   Lennox International, Inc.1   414,204 
 4,210   Mettler-Toledo International, Inc.*1   6,234,505 
 368,200   Mitsubishi Electric Corp.   4,944,720 
 62,552   Owens Corning1   5,842,982 
 99,308   Royal Mail PLC   572,499 
 32,458   Waters Corp.*1   11,929,938 
 1,056,000   Xinyi Glass Holdings Ltd.   2,975,747 
         102,832,193 
     TECHNOLOGY — 15.1%     
 35,360   Accenture PLC - Class A1,2   12,686,814 
 9,818   Activision Blizzard, Inc.1   767,670 
 63,910   Apple, Inc.1   9,573,718 
 28,604   Bentley Systems, Inc. - Class B1   1,691,927 
 7,200   CGI, Inc.*   643,206 
 66,947   Check Point Software Technologies Ltd.*1,2   8,006,861 
 4,100   Constellation Software, Inc.   7,205,445 
 1,884   Fair Isaac Corp.*1   750,209 
 9,300   Ferrotec Holdings Corp.   311,964 
 20,651   Fortinet, Inc.*1   6,945,757 
 71,918   Kulicke & Soffa Industries, Inc.1   4,099,326 
 50,109   Microsoft Corp.1   16,617,147 
 37,700   Open Text Corp.   1,899,013 
 70,500   Oracle Corp. Japan   6,671,028 
 16,854   PTC, Inc.*1   2,146,357 
 13,985   Qorvo, Inc.*1   2,352,697 
 7,635   QUALCOMM, Inc.1   1,015,760 
 134,996   SS&C Technologies Holdings, Inc.1   10,728,132 
 177,900   SUMCO Corp.   3,399,422 
 15,219   VMware, Inc. - Class A*1   2,308,722 
 17 

 

361 Global Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    COMMON STOCKS (Continued)    
    TECHNOLOGY (Continued)    
 11,975   Zoom Video Communications, Inc. - Class A*1  $3,288,934 
         103,110,109 
     UTILITIES — 3.4%     
 472,753   Drax Group PLC   3,438,280 
 616,329   Electricite de France S.A.   9,082,927 
 111,040   NRG Energy, Inc.1   4,429,385 
 358,128   Pennon Group PLC   5,712,355 
 10,086   Uniper S.E.   445,844 
         23,108,791 
     TOTAL COMMON STOCKS     
     (Cost $673,765,177)   707,092,010 

 

Principal Amount        
    SHORT-TERM INVESTMENTS — 15.8%    
$108,052,315   UMB Bank Demand Deposit, 0.01%3   108,052,315 
     TOTAL SHORT-TERM INVESTMENTS     
     (Cost $108,052,315)   108,052,315 
           
     TOTAL INVESTMENTS — 119.1%     
     (Cost $781,817,492)   815,144,325 
     Liabilities in Excess of Other Assets — (19.1)%   (130,664,090)
     TOTAL NET ASSETS — 100.0%  $684,480,235 

 

Number of Shares        
    SECURITIES SOLD SHORT — (31.9)%    
    COMMON STOCKS — (31.9)%    
    BASIC MATERIALS — (3.7)%    
 (1,678,999)  Bellevue Gold Ltd.*   (1,080,854)
 (157,000)  Cameco Corp.   (3,814,633)
 (168,721)  Chalice Mining Ltd.*   (851,372)
 (387,848)  Evolution Mining Ltd.   (1,052,943)
 (2,665)  International Flavors & Fragrances, Inc.   (392,954)
 (1,156,500)  Ivanhoe Mines Ltd. - Class A*   (9,073,703)
 (178,200)  Lithium Americas Corp.*   (5,169,183)
 (286,800)  Nippon Paint Holdings Co. Ltd.   (3,068,714)
 (28,303)  Northern Star Resources Ltd.   (195,928)
 (75,900)  SilverCrest Metals, Inc.*   (683,198)
         (25,383,482)
     COMMUNICATIONS — (2.0)%     
 (51,061)  Delivery Hero S.E.*4   (6,368,235)
 (122,918)  Informa PLC*   (874,439)
 18 

 

361 Global Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    SECURITIES SOLD SHORT (Continued)    
    COMMON STOCKS (Continued)    
    COMMUNICATIONS (Continued)    
 (55,020)  Just Eat Takeaway.com N.V.*4  $(3,952,161)
 (100,000)  MonotaRO Co., Ltd.   (2,279,177)
         (13,474,012)
     CONSUMER, CYCLICAL — (6.6)%     
 (3,400)  Aptiv PLC*2   (587,826)
 (106,103)  Berkeley Group Holdings PLC*   (6,328,891)
 (24,764)  Caesars Entertainment, Inc.*   (2,710,667)
 (63,878)  Carnival Corp.*2   (1,415,536)
 (2,600)  Fast Retailing Co., Ltd.   (1,725,926)
 (115,100)  Fisker, Inc.*   (1,847,355)
 (136,022)  JET2 PLC*   (2,263,974)
 (34,506)  Live Nation Entertainment, Inc.*   (3,490,282)
 (121,075)  Luminar Technologies, Inc.*   (1,984,419)
 (35,700)  Oriental Land Co., Ltd./Japan   (5,638,450)
 (13,068)  Peloton Interactive, Inc. - Class A*   (1,194,938)
 (376,084)  PointsBet Holdings Ltd.*   (2,361,883)
 (27,968)  Qantas Airways Ltd.*   (113,267)
 (18,495)  Royal Caribbean Cruises Ltd.*2   (1,561,533)
 (93,879)  Virgin Galactic Holdings, Inc.*   (1,760,231)
 (160,473)  Vroom, Inc.*   (3,069,849)
 (93,970)  Whitbread PLC*   (4,204,010)
 (34,522)  Wynn Resorts Ltd.*   (3,100,076)
         (45,359,113)
     CONSUMER, NON-CYCLICAL — (6.1)%     
 (110,939)  Accolade, Inc.*   (4,414,263)
 (36,573)  Aclaris Therapeutics, Inc.*   (634,542)
 (6,433)  Alnylam Pharmaceuticals, Inc.*   (1,026,449)
 (20,229)  Applied Therapeutics, Inc.*   (296,759)
 (16,211)  Argenx S.E.*   (4,880,197)
 (488,000)  Canopy Growth Corp.*   (6,170,976)
 (74,511)  Exact Sciences Corp.*   (7,094,937)
 (231,750)  Oak Street Health, Inc.*   (10,945,553)
 (219,219)  Ocado Group PLC*   (5,410,452)
 (144,220)  Provention Bio, Inc.*   (902,817)
         (41,776,945)
     ENERGY — (8.2)%     
 (583,200)  Ballard Power Systems, Inc.*   (10,569,793)
 (57,014)  Ceres Power Holdings PLC*   (971,743)
 (458,520)  Gevo, Inc.*   (3,315,099)
 (605,628)  ITM Power PLC*   (4,050,008)
 19 

 

361 Global Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

Number of Shares      Value 
    SECURITIES SOLD SHORT (Continued)    
    COMMON STOCKS (Continued)    
    ENERGY (Continued)    
 (298,400)  Keyera Corp.  $(7,648,067)
 (8,360)  Neste Oyj   (465,390)
 (144,000)  Pembina Pipeline Corp.   (4,767,033)
 (303,182)  Plug Power, Inc.*   (11,602,775)
 (37,635)  PowerCell Sweden A.B.*   (841,126)
 (3,704)  SolarEdge Technologies, Inc.*   (1,313,735)
 (175,940)  Sunrun, Inc.*   (10,148,219)
 (1,600)  TC Energy Corp.   (86,555)
 (18,219)  Williams Cos., Inc.   (511,772)
         (56,291,315)
     FINANCIAL — (1.8)%     
 (1)  Jackson Financial, Inc. - Class A*   (22)
 (205,400)  Japan Post Holdings Co., Ltd.   (1,578,274)
 (58,323)  Lemonade, Inc.*   (3,625,358)
 (114,242)  Prudential PLC   (2,331,447)
 (86,836)  Redfin Corp.*   (4,458,160)
         (11,993,261)
     INDUSTRIAL — (0.9)%     
 (12,080)  Boeing Co.*   (2,500,922)
 (213,644)  Euronav N.V.   (2,273,379)
 (12,312)  Getlink S.E.   (189,485)
 (180,800)  MicroVision, Inc.*   (1,375,888)
         (6,339,674)
     TECHNOLOGY — (2.6)%     
 (53,717)  Bechtle A.G.   (4,029,290)
 (20,015)  BigCommerce Holdings, Inc.*   (924,893)
 (385,153)  Embracer Group A.B.*   (3,592,189)
 (21,820)  Fastly, Inc. - Class A*   (1,104,310)
 (13,329)  Splunk, Inc.*   (2,196,886)
 (7,647)  Twilio, Inc. - Class A*   (2,228,030)
 (315,579)  Vuzix Corp.*   (3,373,540)
         (17,449,138)
     TOTAL COMMON STOCKS     
      (Proceeds $219,277,515)   (218,066,940)
     TOTAL SECURITIES SOLD SHORT     
     (Proceeds $219,277,515)  $(218,066,940)

 

PLC – Public Limited Company

REIT – Real Estate Investment Trusts

 

*Non-income producing security.
 20 

 

361 Global Long/Short Equity Fund

SCHEDULE OF INVESTMENTS - Continued

As of October 31, 2021

 

1All or a portion of this security is segregated as collateral for securities sold short. The market value of the securities pledged as collateral was $390,579,804, which represents 57.06% of total net assets of the Fund.
2Foreign security denominated in U.S. Dollars.
3The rate is the annualized seven-day yield at period end.
4Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities are restricted and may be resold in transactions exempt from registration normally to qualified institutional buyers. The absolute value of these securities is $10,320,396, which represents 1.51% of total net assets of the Fund.

 

See accompanying Notes to Financial Statements.

 21 

 

361 Global Long/Short Equity Fund

SUMMARY OF INVESTMENTS

As of October 31, 2021

 

Security Type/Country Percent of Total Net Assets 
Common Stocks   
United States  58.7%
Japan  8.0%
Canada  7.8%
United Kingdom  6.8%
Switzerland  2.6%
France  2.6%
Germany  2.2%
Ireland  2.1%
Netherlands  1.8%
Sweden  1.7%
Hong Kong  1.7%
Denmark  1.4%
Australia  1.3%
Israel  1.2%
Italy  0.8%
Luxembourg  0.7%
Spain  0.7%
Singapore  0.6%
New Zealand  0.3%
Belgium  0.2%
Finland  0.1%
Total Common Stocks  103.3%
Short-Term Investments  15.8%
Total Investments  119.1%
Liabilities in Excess of Other Assets  (19.1)%
Total Net Assets  100.0%

 

See accompanying Notes to Financial Statements.

 22 

 

STATEMENTS OF ASSETS AND LIABILITIES

As of October 31, 2021

 

   361 Domestic Long/Short Equity Fund   361 Global Long/Short Equity Fund 
Assets:        
Investments, at cost  $10,734,295   $781,817,492 
Foreign currency, at cost   -    167,799 
Investments, at value  $11,229,369   $815,144,325 
Foreign currency, at value   -    167,807 
Cash   -    75,000,000 
Cash deposited with brokers for securities sold short   905,515    14,113,521 
Receivables:          
Investment securities sold   3,461,316    - 
Fund shares sold   -    161,834 
Dividends and interest   7,317    1,384,342 
Due from Advisor   10,937    - 
Due from Custodian   -    1,157,153 
Prepaid expenses   16,536    27,435 
Total assets   15,630,990    907,156,417 
           
Liabilities:          
Securities sold short, proceeds  $2,620,498   $219,277,515 
Securities sold short, at value  $2,561,778   $218,066,940 
Payables:          
Investment securities purchased   1,132,537    - 
Fund shares redeemed   3,204,846    3,194,463 
Advisory fees   -    711,641 
Shareholder servicing fees (Note 7)   4,615    37,486 
Distribution fees (Note 6)   492    2,183 
Fund accounting and administration fees   13,503    75,091 
Transfer agent fees and expenses   8,045    28,204 
Custody fees   6,400    72,234 
Auditing fees   20,250    20,508 
Trustees' deferred compensation (Note 3)   7,397    10,771 
Dividends and interest on securities sold short   4,533    442,577 
Shareholder reporting fees   1,693    11,759 
Chief Compliance Officer fees   403    980 
Trustees' fees and expenses   222    276 
Accrued other expenses   2,588    1,069 
Total liabilities   6,969,302    222,676,182 
Net Assets  $8,661,688   $684,480,235 

 

See accompanying Notes to Financial Statements.

 23 

 

STATEMENTS OF ASSETS AND LIABILITIES - Continued

As of October 31, 2021

 

   361 Domestic Long/Short Equity Fund   361 Global Long/Short Equity Fund 
Components of Net Assets:        
Paid-in capital (par value of $0.01 per share with a number of shares authorized)  $6,526,763   $635,689,154 
Total distributable earnings   2,134,925     48,791,081 
Net Assets  $8,661,688   $684,480,235 
           
Maximum Offering Price per Share:          
Investor Class Shares:          
Net assets applicable to shares outstanding  $2,348,675   $9,592,630 
Shares of beneficial interest issued and outstanding   208,847    795,239 
Redemption price per share  $11.25   $12.06 
           
Class I Shares:          
Net assets applicable to shares outstanding  $6,313,013   $170,552,692 
Shares of beneficial interest issued and outstanding   553,416    13,977,013 
Redemption price per share  $11.41   $12.20 
           
Class Y Shares:          
Net assets applicable to shares outstanding1  $-   $504,334,913 
Shares of beneficial interest issued and outstanding   -    41,188,640 
Redemption price per share  $-   $12.24 

 

1Domestic Long/Short Equity Fund's Class Y shares were liquidated on October 29, 2021.

 

See accompanying Notes to Financial Statements.

 24 

 

STATEMENTS OF OPERATIONS

For the Year Ended October 31, 2021

 

   361 Domestic Long/Short Equity Fund   361 Global Long/Short Equity Fund 
Investment income:        
Dividends (net of foreign withholding taxes of $0 and $744,755, respectively)  $213,440   $12,384,040 
Interest   231    12,060 
Total investment income   213,671    12,396,100 
           
Expenses:          
Advisory fees   145,728    8,638,588 
Shareholder servicing fees - Class I (Note 7)   6,045    81,672 
Shareholder servicing fees - Investor Class (Note 7)   3,682    17,182 
Distribution fees (Note 6)   6,134    28,619 
Fund accounting and administration fees   92,889    576,405 
Transfer agent fees and expenses   48,022    158,654 
Custody fees   17,411    182,709 
Dividends on securities sold short   96,823    2,968,364 
Interest expense   59,885    3,655,958 
Registration fees   46,466    63,757 
Auditing fees   20,250    20,531 
Chief Compliance Officer fees   13,781    13,828 
Legal fees   13,097    39,970 
Trustees' fees and expenses   10,208    17,369 
Shareholder reporting fees   10,108    34,788 
Miscellaneous   6,139    10,686 
Insurance fees   1,961    3,237 
Total expenses   598,629    16,512,317 
Advisory fees waived   (145,728)   (154,410)
Other expenses absorbed   (96,184)   - 
Net expenses   356,717    16,357,907 
Net investment loss   (143,046)   (3,961,807)
           
Realized and Unrealized Gain (Loss):          
Net realized gain (loss) on:          
Investments   5,054,104    165,303,079 
Securities sold short   (3,005,314)   (92,241,005)
Foreign currency transactions   -    93,586 
Net realized gain   2,048,790    73,155,660 
Net change in unrealized appreciation/depreciation on:          
Investments   (869,189)   14,745,482 
Securities sold short   313,256    (30,378,388)
Foreign currency translations   -    (21,027)
Net change in unrealized appreciation/depreciation  $(555,933)  $(15,653,933)
Net realized and unrealized gain   1,492,857    57,501,727 
           
Net Increase in Net Assets from Operations  $1,349,811   $53,539,920 

 

See accompanying Notes to Financial Statements.

 25 

 

361 Domestic Long/Short Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

   For the Year Ended October 31, 2021   For the Year Ended October 31, 2020 
Increase (Decrease) in Net Assets from:        
Operations:        
Net investment loss  $(143,046)  $(204,387)
Net realized gain on investments and securities sold short   2,048,790    1,485,045 
Net change in unrealized appreciation/depreciation on investments and securities sold short   (555,933)   (1,025,779)
Net increase in net assets resulting from operations   1,349,811    254,879 
           
Distributions to Shareholders:          
Investor Class   (109,018)   (22,859)
Class I   (328,976)   (527,919)
Class Y1   (215,019)   (814,865)
Total distributions to shareholders   (653,013)   (1,365,643)
           
Capital Transactions:          
Net proceeds from shares sold:          
Investor Class   235,642    2,132,009 
Class I   1,122,840    6,071,058 
Class Y1   -    4,500,000 
Reinvestment of distributions:          
Investor Class   102,168    20,838 
Class I   320,950    152,903 
Class Y1   36,048    158,683 
Cost of shares redeemed:          
Investor Class   (772,668)   (231,993)
Class I   (3,583,859)   (12,017,895)
Class Y1   (5,575,667)   (23,127,755)
Net decrease in net assets from capital transactions   (8,114,546)   (22,342,152)
           
Total decrease in net assets   (7,417,748)   (23,452,916)
           
Net Assets:          
Beginning of period   16,079,436    39,532,352 
End of period  $8,661,688   $16,079,436 
           
Capital Share Transactions:          
Shares sold:          
Investor Class   22,760    208,830 
Class I   102,261    597,548 
Class Y1   -    446,432 
Shares reinvested:          
Investor Class   10,268    2,051 
Class I   31,904    14,932 
Class Y1   3,569    15,451 

 

See accompanying Notes to Financial Statements.

 26 

 

361 Domestic Long/Short Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS - Continued

 

   For the Year Ended October 31, 2021   For the Year Ended October 31, 2020 
Shares redeemed:        
Investor Class   (74,534)   (22,670)
Class I   (344,174)   (1,130,999)
Class Y1   (504,588)   (2,318,842)
Net decrease in capital share transactions   (752,534)   (2,187,267)

 

1Class Y shares were liquidated on October 29, 2021.

 

See accompanying Notes to Financial Statements.

 27 

 

361 Global Long/Short Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS

 

   For the Year Ended October 31, 2021   For the Year Ended October 31, 2020 
Increase (Decrease) in Net Assets from:        
Operations:        
Net investment loss  $(3,961,807)   $(3,739,148)
Net realized gain (loss) on investments, securities sold short and foreign currency transactions   73,155,660    (12,822,022)
Net change in unrealized appreciation/depreciation on investments, securities sold short and foreign currency translations   (15,653,933)   22,868,025 
Net increase in net assets resulting from operations   53,539,920    6,306,855 
           
Distributions to Shareholders:          
Class I   -    (1,003,012)
Class Y   -    (1,787,512)
Total distributions to shareholders   -    (2,790,524)
           
Capital Transactions:          
Net proceeds from shares sold:          
Investor Class   3,032,068    3,268,773 
Class I   45,304,346    94,672,273 
Class Y   72,699,567    195,418,500 
Reinvestment of distributions:          
Class I   -    834,251 
Class Y   -    1,281,137 
Cost of shares redeemed:          
Investor Class   (6,323,178)   (20,637,333)
Class I   (93,092,933)   (221,553,557)
Class Y   (87,526,230)   (231,924,823)
Net decrease in net assets from capital transactions   (65,906,360)   (178,640,779)
           
Total decrease in net assets   (12,366,440)   (175,124,448)
           
Net Assets:          
Beginning of period   696,846,675    871,971,123 
End of period  $684,480,235   $696,846,675 
           
Capital Share Transactions:          
Shares sold:          
Investor Class   269,994    300,408 
Class I   3,913,510    8,618,028 
Class Y   6,261,471    18,112,223 
Shares reinvested:          
Class I   -    74,955 
Class Y   -    114,900 

 

See accompanying Notes to Financial Statements.

 28 

 

361 Global Long/Short Equity Fund

STATEMENTS OF CHANGES IN NET ASSETS - Continued

 

   For the Year Ended October 31, 2021   For the Year Ended October 31, 2020 
Shares redeemed:        
Investor Class   (541,969)   (1,902,999)
Class I   (8,030,077)   (20,618,917)
Class Y   (7,444,515)   (21,838,430)
Net decrease in capital share transactions   (5,571,586)   (17,139,832)

 

See accompanying Notes to Financial Statements.

 29 

 

361 Domestic Long/Short Equity Fund

STATEMENT OF CASH FLOWS

For the Year Ended October 31, 2021

 

Increase/(Decrease) in Cash:    
Cash flows provided by (used for) operating activities:    
Net increase in net assets resulting from operations  $1,349,811 
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:     
Purchases of long-term investments   (60,154,355)
Sales of long-term investments   71,637,434 
Return of capital dividends received   55,803 
Proceeds from securities sold short   21,466,334 
Cover short securities   (26,578,385)
Sales of short-term investments, net   1,972,032 
Increase in investment securities sold receivable   (3,461,316)
Increase in due from advisor receivable   (8,582)
Decrease in interest and dividends receivables   8,322 
Increase in prepaid expenses   (1,076)
Increase in investment securities purchased payable   1,132,537 
Decrease in interest and dividends on securities sold short   (2,064)
Decrease in accrued expenses   (709)
Net realized gain   (2,048,264)
Net change in unrealized appreciation/depreciation   555,933 
Net cash provided by operating activities   5,923,455 
      
Cash flows provided by (used for) financing activities:     
Proceeds from shares sold   1,358,817 
Cost of shares redeemed   (6,727,348)
Dividends paid to shareholders, net of reinvestments   (193,847)
Net cash used for financing activities   (5,562,378)
      
Net increase in cash   361,077 
      
Cash and cash equivalents:     
Beginning cash balance   - 
Beginning cash held at brokers   544,438 
Total beginning cash and cash equivalents   544,438 
      
Ending cash balance   - 
Ending cash held at brokers   905,515 
Total ending cash and cash equivalents  $905,515 
Supplemental disclosure of interest expense paid  $61,928 

 

Non cash financing activities not included herein consist of $459,166 of reinvested dividends.

 

See accompanying Notes to Financial Statements.

 30 

 

361 Global Long/Short Equity Fund

STATEMENT OF CASH FLOWS

For the Year Ended October 31, 2021

 

Increase/(Decrease) in Cash:    
Cash flows provided by (used for) operating activities:    
Net increase in net assets resulting from operations  $53,539,920 
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used for) operating activities:     
Purchases of long-term investments   (2,787,339,504)
Sales of long-term investments   2,954,497,510 
Return of capital dividends received   134,703 
Proceeds from securities sold short   1,047,902,934 
Cover short securities   (1,160,963,957)
Sales of short-term investments, net   23,634,608 
Increase in foreign currency   (75,674)
Increase in interest and dividends receivables   (275,681)
Decrease in prepaid expenses   1,227 
Increase in other assets   (1,157,153)
Decrease in foreign currency due to custodian   (27,441)
Increase in advisory fees payable   4,666 
Increase in interest and dividends on securities sold short   101,601 
Decrease in accrued expenses   (138,165)
Net realized gain   (73,712,685)
Net change in unrealized appreciation/depreciation   15,632,906 
Net cash provided by operating activities   71,759,815 
      
Cash flows provided by (used for) financing activities:     
Proceeds from shares sold   121,518,355 
Cost of shares redeemed   (184,317,551)
Net cash used for financing activities   (62,799,196)
      
Net increase in cash   8,960,619 
      
Cash and cash equivalents:     
Beginning cash balance   171,459 
Beginning cash held at brokers   79,981,443 
Total beginning cash and cash equivalents   80,152,902 
      
Ending cash balance   75,000,000 
Ending cash held at brokers   14,113,521 
Total ending cash and cash equivalents  $89,113,521 
Supplemental disclosure of interest expense paid  $3,625,701 

 

Non cash financing activities not included herein consist of $0 of reinvested dividends.

 

See accompanying Notes to Financial Statements.

 31 

 

361 Domestic Long/Short Equity Fund

FINANCIAL HIGHLIGHTS

Investor Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

       For the Year Ended October 31,     
   2021   2020   2019   2018   2017 
Net asset value, beginning of period  $10.51   $10.56   $10.96   $10.91   $9.90 
Income from Investment Operations:                         
Net investment loss1   (0.14)   (0.11)   (0.03)   (0.12)   (0.05)
Net realized and unrealized gain   1.32    0.46    0.40    0.43    1.16 
Total from investment operations   1.18    0.35    0.37    0.31    1.11 
                          
Less Distributions:                         
From net investment income   -    -    -    -    (0.02)
From net realized gain   (0.44)   (0.40)   (0.77)   (0.26)   (0.08)
Total distributions   (0.44)   (0.40)   (0.77)   (0.26)   (0.10)
Net asset value, end of period  $11.25   $10.51   $10.56   $10.96   $10.91 
                          
Total return2   11.75%   3.43%   3.88%   2.87%   11.26%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $2,349   $2,631   $656   $691   $398 
                          
Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed3   4.80%   3.27%   3.06%   3.38%   3.03%
After fees waived and expenses absorbed3   2.97%   2.69%   2.83%   3.02%   2.42%
Ratio of net investment loss to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed   (3.19)%   (1.65)%   (0.49)%   (1.44)%   (1.05)%
After fees waived and expenses absorbed   (1.36)%   (1.07)%   (0.26)%   (1.08)%   (0.44)%
Portfolio turnover rate   479%   538%   332%   262%   263%

 

1Based on average shares outstanding for the period.
2Total returns would have been lower had expenses not been waived by the Advisor. These returns include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
3If interest expense and dividends on securities sold short had been excluded, the expense ratios would have been lowered by 1.18% for the year ended October 31, 2021. For the prior periods ended October 31, 2020, 2019, 2018, and 2017, the ratios would have been lowered by 0.90%, 1.04%, 1.23%, and 0.63%, respectively.

 

See accompanying Notes to Financial Statements.

 32 

 

361 Domestic Long/Short Equity Fund

FINANCIAL HIGHLIGHTS

Class I

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

       For the Year Ended October 31,     
   2021   2020   2019   2018   2017 
Net asset value, beginning of period  $10.62   $10.65   $11.02   $10.94   $9.90 
Income from Investment Operations:                         
Net investment loss1   (0.11)   (0.08)   -2   (0.09)   (0.02)
Net realized and unrealized gain   1.34    0.46    0.40    0.43    1.17 
Total from investment operations   1.23    0.38    0.40    0.34    1.15 
                          
Less Distributions:                         
From net investment income   -    (0.01)   -    -    (0.03)
From net realized gain   (0.44)   (0.40)   (0.77)   (0.26)   (0.08)
Total distributions   (0.44)   (0.41)   (0.77)   (0.26)   (0.11)
Net asset value, end of period  $11.41   $10.62   $10.65   $11.02   $10.94 
                          
Total return3   12.11%   3.71%   4.15%   3.14%   11.72%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $6,313   $8,108   $13,658   $9,261   $3,436 
                          
Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed4   4.49%   2.99%   2.77%   3.06%   2.76%
After fees waived and expenses absorbed4   2.66%   2.41%   2.54%   2.70%   2.15%
Ratio of net investment income (loss) to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed   (2.88)%   (1.37)%   (0.20)%   (1.12)%   (0.78)%
After fees waived and expenses absorbed   (1.05)%   (0.79)%   0.03%   (0.76)%   (0.17)%
Portfolio turnover rate   479%   538%   332%   262%   263%

 

1Based on average shares outstanding for the period.
2Amount represents less than $0.01 per share.
3Total returns would have been lower had expenses not been waived by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
4If interest expense and dividends on securities sold short had been excluded, the expense ratios would have been lowered by 1.18% for the year ended October 31, 2021. For the prior periods ended October 31, 2020, 2019, 2018, and 2017, the ratios would have been lowered by 0.90%, 1.04%, 1.23%, and 0.63%, respectively.

 

See accompanying Notes to Financial Statements.

 33 

 

361 Global Long/Short Equity Fund

FINANCIAL HIGHLIGHTS

Investor Class

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

      

For the

Year Ended October 31,

     
   2021   2020   2019   2018   2017 
Net asset value, beginning of period  $11.21   $10.98   $11.32   $12.15   $10.76 
Income from Investment Operations:                         
Net investment income (loss)1   (0.11)   (0.09)   0.01    (0.05)   0.03 
Net realized and unrealized gain (loss)   0.96    0.32    (0.02)   -    1.39 
Total from investment operations   0.85    0.23    (0.01)   (0.05)   1.42 
                          
Less Distributions:                         
From net investment income   -    -    -    (0.02)   (0.03)
From net realized gain   -    -    (0.33)   (0.76)   - 
Total distributions   -    -    (0.33)   (0.78)   (0.03)
Net asset value, end of period  $12.06   $11.21   $10.98   $11.32   $12.15 
                          
Total return2   7.58%   2.09%   0.06%   (0.55)%   13.26%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $9,593   $11,967   $29,320   $70,194   $82,319 
                          
Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed/recovered3,4   2.77%   2.72%   2.74%   2.68%   2.50%
After fees waived and expenses absorbed/recovered3,4   2.75%   2.67%   2.71%   2.63%   2.51%
Ratio of net investment income (loss) to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed/recovered   (0.98)%   (0.91)%   0.03%   (0.48)%   0.32%
After fees waived and expenses absorbed/recovered   (0.96)%   (0.86)%   0.06%   (0.43)%   0.31%
Portfolio turnover rate   437%   403%   220%   197%   237%

 

1Based on average shares outstanding for the period.
2Total returns would have been lower/higher had expenses not been waived/recovered by the Advisor. These returns include Rule 12b-1 fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
3If interest expense and dividends on securities sold short had been excluded, the expense ratios would have been lowered by 0.96% for the year ended October 31, 2021. For the prior periods ended October 31, 2020, 2019, 2018, and 2017, the ratios would have been lowered by 0.88%, 0.92%, 0.85%, and 0.61%, respectively.
4Effective December 18, 2017, the Fund's advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses as determined in accordance with SEC Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) do not exceed 1.79% of average daily net assets of the Fund. Prior to December 18, 2017, the annual operating expense limitation was 1.94%.

 

See accompanying Notes to Financial Statements.

 34 

 

361 Global Long/Short Equity Fund

FINANCIAL HIGHLIGHTS

Class I

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

       For the Year Ended October 31,     
   2021   2020   2019   2018   2017 
Net asset value, beginning of period  $11.30   $11.07   $11.37   $12.20   $10.82 
Income from Investment Operations:                         
Net investment income (loss)1   (0.07)   (0.06)   0.04    (0.02)   0.07 
Net realized and unrealized gain (loss)   0.97    0.32    (0.01)   -    1.39 
Total from investment operations   0.90    0.26    0.03    (0.02)   1.46 
                          
Less Distributions:                         
From net investment income   -    (0.03)   -    (0.05)   (0.08)
From net realized gain   -    -    (0.33)   (0.76)   - 
Total distributions   -    (0.03)   (0.33)   (0.81)   (0.08)
Net asset value, end of period  $12.20   $11.30   $11.07   $11.37   $12.20 
                          
Total return2   7.96%   2.38%   0.42%   (0.25)%   13.54%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $170,553   $204,510   $332,247   $536,076   $430,610 
                          
Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed/recovered3,4   2.41%   2.41%   2.42%   2.40%   2.21%
After fees waived and expenses absorbed/recovered3,4   2.39%   2.36%   2.39%   2.35%   2.22%
Ratio of net investment income (loss) to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed/recovered   (0.62)%   (0.60)%   0.35%   (0.20)%   0.60%
After fees waived and expenses absorbed/recovered   (0.60)%   (0.55)%   0.38%   (0.15)%   0.59%
Portfolio turnover rate   437%   403%   220%   197%   237%

 

1Based on average shares outstanding for the period.
2Total returns would have been lower/higher had expenses not been waived/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
3If interest expense and dividends on securities sold short had been excluded, the expense ratios would have been lowered by 0.96% for the year ended October 31, 2021. For the prior periods ended October 31, 2020, 2019, 2018, and 2017, the ratios would have been lowered by 0.88%, 0.92%, 0.85%, and 0.61%, respectively.
4Effective December 18, 2017, the Fund's advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses as determined in accordance with SEC Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) do not exceed 1.54% of average daily net assets of the Fund. Prior to December 18, 2017, the annual operating expense limitation was 1.69%.

 

See accompanying Notes to Financial Statements.

 35 

 

361 Global Long/Short Equity Fund

FINANCIAL HIGHLIGHTS

Class Y

 

Per share operating performance.

For a capital share outstanding throughout each period.

 

       For the Year Ended October 31,     
   2021   2020   2019   2018   2017 
Net asset value, beginning of period  $11.34   $11.10   $11.39   $12.23   $10.84 
Income from Investment Operations:                         
Net investment income (loss)1   (0.07)   (0.05)   0.05    -    0.08 
Net realized and unrealized gain (loss)   0.97    0.33    (0.01)   (0.01)   1.40 
Total from investment operations   0.90    0.28    0.04    (0.01)   1.48 
                          
Less Distributions:                         
From net investment income   -    (0.04)   -    (0.07)   (0.09)
From net realized gain   -    -    (0.33)   (0.76)   - 
Total distributions   -    (0.04)   (0.33)   (0.83)   (0.09)
Net asset value, end of period  $12.24   $11.34   $11.10   $11.39   $12.23 
                          
Total return2   7.94%   2.54%   0.51%   (0.21)%   13.71%
                          
Ratios and Supplemental Data:                         
Net assets, end of period (in thousands)  $504,335   $480,370   $510,403   $145,591   $38,730 
                          
Ratio of expenses to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed/recovered3,4   2.37%   2.32%   2.34%   2.29%   2.10%
After fees waived and expenses absorbed/recovered3,4   2.35%   2.27%   2.31%   2.24%   2.11%
Ratio of net investment income (loss) to average net assets (including dividends on securities sold short and interest expense):                         
Before fees waived and expenses absorbed/recovered   (0.58)%   (0.51)%   0.43%   (0.09)%   0.71%
After fees waived and expenses absorbed/recovered   (0.56)%   (0.46)%   0.46%   (0.04)%   0.70%
Portfolio turnover rate   437%   403%   220%   197%   237%

 

1Based on average shares outstanding for the period.
2Total returns would have been lower/higher had expenses not been waived/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
3If interest expense and dividends on securities sold short had been excluded, the expense ratios would have been lowered by 0.96% for the year ended October 31, 2021. For the prior periods ended October 31, 2020, 2019, 2018, and 2017, the ratios would have been lowered by 0.88%, 0.92%, 0.85%, and 0.61%, respectively.
4Effective December 18, 2017, the Fund's advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that the total annual fund operating expenses (excluding taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses as determined in accordance with SEC Form N-1A, expenses incurred in connection with any merger or reorganization, or extraordinary expenses such as litigation) do not exceed 1.39% of average daily net assets of the Fund. Prior to December 18, 2017, the annual operating expense limitation was 1.54%.

 

See accompanying Notes to Financial Statements.

 36 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS

October 31, 2021

 

 

Note 1 – Organization

361 Domestic Long/Short Equity Fund (“Domestic Long/Short Equity” or “Domestic Long/Short Equity Fund”) and 361 Global Long/Short Equity Fund (“Global Long/Short Equity” or “Global Long/Short Equity Fund”) (each a “Fund” and collectively the ‘‘Funds’’) are organized as a 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 Domestic Long/Short Equity Fund and Global Long/Short Equity Fund are diversified Funds.

 

The Domestic Long/Short Equity Fund’s primary investment objective is to achieve long-term capital appreciation. As a secondary objective, the Domestic Long/Short Equity Fund also seeks to preserve capital in down markets. The Fund commenced investment operations on March 31, 2016, with three classes of shares, Investor Class, Class I and Class Y. The Fund’s Class Y shares are not currently available for purchase.

 

The Global Long/Short Equity Fund’s primary investment objective is to seek to achieve long-term capital appreciation. As a secondary objective, the Global Long/Short Equity Fund also seeks to preserve capital in down markets. The Fund commenced investment operations on December 12, 2014, with three classes of shares, Investor Class, Class I and Class Y.

 

The Global Long/Short Equity Fund commenced operations on December 12, 2014, prior to which its only activity was the receipt of a $10,010 investment from the Fund’s advisor and a $644,131 transfer of shares of the Fund in exchange for the net assets of the Analytic Global Long/Short Equity Fund, L.P., a Delaware limited partnership (“L.P.”). This exchange was nontaxable, whereby the Fund issued 64,413 shares for the net assets of the SMA on December 12, 2014. Gross assets with a fair market value of $830,593 consisting of cash, interest receivable and securities of the L.P. with a fair value of $644,098 (identified cost of investments transferred $638,574) were the primary assets received by the Fund. The Fund also assumed a liability for short securities with a fair market value of $186,452 (identified proceeds of $203,052) as part of this exchange. For financial reporting purposes, assets and liabilities received and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the L.P. 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.

 

Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services—Investment Companies.”

 

Note 2 – Accounting Policies

The following is a summary of the significant accounting policies consistently followed by the Funds in the preparation of their 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

Each Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter (“OTC”) market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if the last-quoted sales price is not readily available, the securities will be valued at the last bid or the mean between the last available bid and ask price. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Funds might reasonably expect to receive for the security upon its current sale) as determined in good faith by the Funds’ 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.

 37 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

Foreign securities traded in countries outside the U.S. are fair valued by utilizing the quotations of an independent pricing service. The pricing service uses statistical analyses and quantitative models to adjust local prices using factors such as subsequent movement and changes in the prices of indexes, securities and exchange rates in other markets in determining fair value as of the time the Fund calculates the NAVs. The Board reviews the independent third party fair valuation analysis report quarterly.

 

(b) Options

The Funds may write or purchase options contracts primarily to enhance the Funds’ returns or reduce volatility. In addition, the Funds may utilize options in an attempt to generate gains from option premiums or to reduce overall portfolio risk. When a Fund writes or purchases an option, an amount equal to the premium received or paid by a Fund is recorded as a liability or an asset and is subsequently adjusted to the current market value of the option written or purchased. Premiums received or paid from writing or purchasing options which expire unexercised are treated by a Fund on the expiration date as realized gains or losses. The difference between the premium and the amount paid or received on effecting a closing purchase or sale transaction, including brokerage commissions, is also treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to the cost of the purchase or proceeds from the sale in determining whether a Fund has realized a gain or a loss on investment transactions. A Fund, as a writer of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and as a result bears the market risk of an unfavorable change in the price of the security underlying the written option.

 

(c) Stock Index Futures

The Funds may invest in stock index futures as a substitute for a comparable market position in the underlying securities. A stock index future obligates the seller to deliver (and the purchaser to accept), effectively, an amount of cash equal to a specific dollar amount times the difference between the value of a specific stock index at the close of the last trading day of the contract and the price at which the agreement is made. No physical delivery of the underlying stocks in the index is made. Initial margin deposits required upon entering into futures contracts are satisfied by the segregation of specific securities or cash as collateral for the account of the broker (the Funds’ agent in acquiring the futures position). During the period the futures contracts are open, changes in the value of the contracts are recognized as unrealized gains or losses by “marking to market” on a daily basis to reflect the market value of the contracts at the end of each day’s trading. Variation margin payments are received or made depending upon whether unrealized gains or losses are incurred. When the contracts are closed, a Fund recognizes a realized gain or loss equal to the difference between the proceeds from, or cost of, the closing transaction and a Fund’s basis in the contract. Risks of entering into futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying instruments. The purchase of a futures contract involves the risk that a Fund could lose more than the original margin deposit required to initiate the futures transaction. There is minimal counterparty credit risk involved in entering into futures contracts since they are exchange-traded instruments and the exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures against default.

 38 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

(d) Short Sales

Short sales are transactions under which the Funds sell a security it does not own in anticipation of a decline in the value of that security. To complete such a transaction, the Funds must borrow the security to make delivery to the buyer. The Funds then are 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 Funds. 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 Funds are 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 Funds 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 Funds are 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.

 

The Funds have an agreement with SG Americas Securities, LLC for the purpose of purchasing or borrowing securities on margin. The Funds are charged interest on debit margin balances at a rate equal to Federal funds rate plus 65 basis points and the interest rate for debit cash balances is Federal funds rate plus 75 basis points. For balances denominated in foreign currencies, the rate charged is reference rate of each respective country plus 130 basis points. For the fiscal year ended October 31, 2021, the short sales transactions are as follows:

 

   Outstanding average daily balance   Weighted average interest rate   Maximum amount outstanding   Outstanding balance as of 10/31/2021   Investments sold short at 10/31/2021   Interest Expense* 
Domestic Long/Short Equity Fund  $3,733,105    0.83%  $6,025,426   $2,793,930   $2,561,778   $59,885 
Global Long/Short Equity Fund   196,521,867    1.08%   217,777,389    203,922,280    218,066,940    3,655,958 

 

*Includes interest expense on investments sold short and margin interest expense/rebate.

 

(e) Short-Term Investments

The Domestic Long/Short Equity Fund invests a significant amount (30.9% of its net assets as of October 31, 2021) in the UMB Bank Demand Deposit. The UMB Bank Demand Deposit acts as a bank deposit for the Fund, providing an interest bearing account for short-term investment purposes. This investment vehicle is not publicly traded on open markets.

 

(f) 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 Funds record 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 are 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.

 39 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

In conjunction with the use of short sales, written options contracts or futures contracts, the Funds may be required to maintain collateral in various forms. At October 31, 2021, such collateral is denoted in the Funds’ Schedule of Investments and Statements of Assets and Liabilities. Also in conjunction with the use of short sales, written options contracts or futures contracts, the Funds, when appropriate, utilize a segregated margin deposit account with the counterparty. At October 31, 2021, these segregated margin deposit accounts are denoted in the Funds’ Statements of Assets and Liabilities.

 

(g) Federal Income Taxes

The Funds intend 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 Funds.

 

Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Funds’ 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 Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations.

 

The Income Tax Statement requires management of the Funds to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Funds’ 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 years ended October 31, 2018 through 2021, the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examination in progress and are 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.

 

(h) Distributions to Shareholders

The Funds will make distributions of net investment income and net capital gains, if any, at least annually. Distributions to shareholders are recorded on the ex-dividend date. The amount and timing of distributions are determined in accordance with federal income tax regulations, which may differ from GAAP.

 

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.

 

(i) Illiquid Securities

Pursuant to Rule 22e-4 under the 1940 Act, the Funds have adopted a Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Funds limit their 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 a 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 Funds’ written LRMP.

 

Note 3 – Investment Advisory and Other Agreements

The Trust, on behalf of the Funds, entered into an Investment Advisory Agreement (the “Agreement”) with Hamilton Lane Advisors, L.L.C. (the “Advisor”). At a special meeting held on March 17, 2021, shareholders of the Domestic Long/Short Equity Fund and Global Long/Short Equity Fund approved (i) a new investment advisory agreement between the Trust, on behalf of each Fund, and Advisor, (ii) a new investment sub-advisory agreement between Hamilton Lane and Wells Capital Management, Inc. (“WellsCap”) (the “New Sub-Advisory Agreement”), with respect to each Fund, and (iii) the use of a “manager of managers” arrangement to allow Advisor and the Board of Trustees of the Trust to hire or replace the respective Fund’s sub-advisors and modify any existing or future agreements with such sub-advisors in the future without a shareholder meeting. The results of the shareholders meeting are reported in Note 11.

 40 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

On April 1, 2021 (the “Effective Date”), the Advisor acquired the assets (the “Transaction”) of 361 Capital, LLC, (the “Prior Advisor”). Prior to April 1, 2021, Prior Advisor and WellsCap served as the Funds’ investment advisor and investment sub-advisor, respectively. The New Advisory Agreement and New Sub-Advisory Agreement became effective on the Effective Date and would be in effect for an initial two-year period.

 

Each Fund’s investment objective, principal investment strategy and investment policies remain the same after the Transaction. In addition, the members of the WellsCap portfolio management team that have managed each Fund since its inception continue to be members of the portfolio management team and continue to be responsible for the day-to-day management of each Fund’s portfolio.

 

Under the terms of the Agreement, the Funds pay a monthly investment advisory fee to the Advisor. The annual rates are listed by Fund in the tables below. The Advisor has contractually agreed to waive its fee and/or pay for operating expenses (excluding any taxes, leverage interest, acquired fund fees and expenses as determined in accordance with Form N-1A, dividend and interest expense on short sales, brokerage commissions, expenses incurred in connection with any merger or reorganization, extraordinary expenses such as litigation expenses, Rule 12b-1 fees and shareholder service fees) in order to limit total annual operating expenses of each fund set forth in table below. This agreement is in effect until March 31, 2023 for the Domestic Long/Short Equity Fund and Global Long/Short Equity Fund and it may be terminated before that date only by the Trust's Board of Trustees. The table below contains the investment advisory fees and the expense cap by Fund:

 

  Investment Advisory Fees Total Limit on Annual Operating Expenses
Domestic Long/Short Equity Fund  1.10% 1.39%
Global Long/Short Equity Fund 1.25% 1.39%

 

The investment advisory fees and total limit on annual operating expenses is calculated based on each Fund’s average daily net assets.

 

The Advisor has engaged Wells Capital Management, Inc. (the "Sub-Advisor") to manage the assets of the Domestic Long/Short Equity Fund and Global Long/Short Equity Fund and pays the Sub-Advisor from its advisory fees.

 

For the year ended October 31, 2021, the Advisor and Prior Advisor waived fees and absorbed other expenses as follows:

 

   Advisor   Prior Advisor   Total 
Domestic Long/Short Equity Fund  $147,259    94,653   $241,912 
Global Long/Short Equity Fund  $95,254    59,156   $154,410 

 

The Advisor is permitted to seek reimbursement from the Fund, subject to certain limitations, of fees waived or payments made to the Fund for a period ending three full fiscal years after the date of the waiver or payment. 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. In addition, the Advisor is permitted to seek reimbursement of fees or payments made by Prior Advisor to the Funds prior to the Transaction. At October 31, 2021, the amount of these potentially recoverable expenses was $505,175 and $773,023 for the Domestic Long/Short Equity Fund and Global Long/Short Equity Fund, respectively. The Advisor may recapture all or a portion of these amounts no later than October 31, of the years stated below:

 41 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

   Domestic Long/Short Equity Fund   Global Long/Short Equity Fund 
2022  $101,935   $211,030 
2023   161,328    407,583 
2024   241,912    154,410 
Total  $505,175   $773,023 

 

UMB Fund Services, Inc. (“UMBFS”) serves as the Funds’ fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Funds’ other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Funds’ custodian. The Funds’ allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the year ended October 31, 2021 are reported on the Statements of Operations.

 

IMST Distributors, LLC serves as the Funds’ distributor (the “Distributor”). The Distributor does not receive compensation from the Funds 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 Funds do not compensate trustees and officers affiliated with the Funds’ co-administrators. For the year ended October 31, 2021, the Funds’ allocated fees incurred for Trustees who are not affiliated with the Funds’ co-administrators are reported on the Statements of Operations.

 

The Funds’ 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 Funds’ liability for these amounts is adjusted for market value changes in the invested fund(s) and remains a liability to the Funds until distributed in accordance with the Plan. The Trustees Deferred compensation liability under the Plan constitutes a general unsecured obligation of each Fund and is disclosed in the Statements 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 Statements of Operations.

 

Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Funds’ allocated fees incurred for CCO services for the year ended October 31, 2021 are reported on the Statements of Operations.

 

Note 4 – Federal Income Taxes

As of October 31, 2021, the cost of investments on a tax basis and gross unrealized appreciation (depreciation) on investments for federal income tax purposes were as follows:

 

   Domestic Long/Short Equity Fund   Global
Long/Short Equity Fund
 
Cost of investments  $8,164,354   $568,024,764 
           
Gross unrealized appreciation  $1,087,942   $72,455,423 
Gross unrealized depreciation   (584,705)   (43,402,802)
Net unrealized appreciation on investments  $503,237   $29,052,621 

 42 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to wash sale loss deferrals and foreign currency.

 

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 October 31, 2021, permanent differences in book and tax accounting have been reclassified to paid-in capital and total distributable earnings (accumulated deficit) as follows:

 

Increase (Decrease) 
Fund  Paid-in Capital   Total Distributable Earnings (Accumulated Deficit) 
Domestic Long/Short Equity Fund  $249   $(249)
Global Long/Short Equity Fund   593    (593)

 

As of October 31, 2021, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

   Domestic Long/Short Equity Fund   Global
Long/Short Equity Fund
 
Undistributed ordinary income  $982,521   $- 
Undistributed long-term capital gains   656,564    19,794,828 
Tax accumulated earnings   1,639,085    19,794,828 
           
Accumulated capital and other losses   -    (40,277)
Unrealized appreciation on investments   503,237    29,052,621 
Unrealized appreciation on foreign currency and futures contracts   -    (5,320)
Unrealized deferred compensation   (7,397)   (10,771)
Total accumulated earnings (deficit)  $2,134,925   $48,791,081 

 

The tax character of the distributions paid during the fiscal years ended October 31, 2021 and October 31, 2020 were as follows:

 

   Domestic Long/Short Equity Fund   Global Long/Short Equity Fund 
Distributions paid from:  2021   2020   2021   2020 
Ordinary income  $-   $62,811   $-   $2,790,524 
Net long-term capital gains   653,013    1,302,832    -    - 
Total distributions paid  $653,013   $1,365,643   $-   $2,790,524 

 

As of October 31, 2021, the following funds had qualified late-year ordinary losses, which are deferred until fiscal year 2022 for tax purposes.

 

Fund  Late-Year Ordinary Losses 
Domestic Long/Short Equity Fund  $- 
Global Long/Short Equity Fund   40,277 

 43 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

Net late-year losses incurred after December 31, and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year.

 

Note 5 – Investment Transactions

For the year ended October 31, 2021, purchases and sales of investments, excluding short-term investments, futures contracts and options contracts, were as follows:

 

   Purchases   Sales   Securities sold short   Cover short securities 
Domestic Long/Short Equity Fund  $60,154,355   $71,637,434   $21,466,334   $26,578,385 
Global Long/Short Equity Fund   2,787,339,504    2,954,497,510    1,047,902,934    1,160,963,957 

 

Note 6 – Distribution Plan

The Trust, on behalf of each Fund, has adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the 1940 Act which allows each Fund to pay distribution fees for the sale and distribution of its Investor Class shares. The Plan provides for the payment of distribution fees at the annual rate of up to 0.25% of average daily net assets attributable to Investor Class shares, payable to IMST Distributors, LLC. Class I and Class Y shares do not pay any distribution fees.

 

For the year ended October 31, 2021, for the Domestic Long/Short Equity Fund and Global Long/Short Equity Fund distribution fees incurred by each Fund’s Investor Class shares are disclosed on the Statements of Operations.

 

Note 7 – Shareholder Servicing Plan

The Trust, on behalf of each Fund, has adopted a Shareholder Servicing Plan to pay a fee at an annual rate of up to 0.15% of each Fund’s average daily net assets of shares serviced by shareholder servicing agents who provide administrative and support services to their customers. Class Y shares do not participate in the Shareholder Servicing Plan.

 

For the year ended October 31, 2021, for the Domestic Long/Short Equity Fund and Global Long/Short Equity Fund shareholder servicing fees incurred are disclosed on the Statements of Operations.

 

Note 8 – Indemnifications

In the normal course of business, the Funds enter into contracts that contain a variety of representations which provide general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, the Funds expect the risk of loss to be remote.

 

Note 9 – Fair Value Measurements and Disclosure

Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or a liability, when a transaction is not orderly, and how that information must be incorporated into a fair value measurement.

 

Under Fair Value Measurements and Disclosures, various inputs are used in determining the value of the Funds’ 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.
 44 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

·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.

 

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 October 31, 2021, in valuing the Funds’ assets carried at fair value:

 

Domestic Long/Short Equity Fund  Level 1   Level 2*   Level 3**   Total 
Assets                    
Investments                    
Common Stocks1  $8,549,367   $-   $-   $8,549,367 
Short-Term Investments   2,680,002    -    -    2,680,002 
Total Assets  $11,229,369   $-   $-   $11,229,369 
                     
Liabilities                    
Securities Sold Short                    
Common Stocks1  $2,561,778   $-   $-   $2,561,778 
Total Liabilities  $2,561,778   $-   $-   $2,561,778 

 45 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

Global Long/Short Equity Fund  Level 1   Level 2   Level 3**   Total 
Assets                
Investments                
Common Stocks                
Basic Materials  $12,913,865   $6,923,827   $-   $19,837,692 
Communications   61,978,533    7,703,479    -    69,682,012 
Consumer, Cyclical   46,446,650    41,188,560    -    87,635,210 
Consumer, Non-cyclical   155,574,184    47,370,288    -    202,944,472 
Diversified   -    4,550,635    -    4,550,635 
Financial   43,722,156    49,668,740    -    93,390,896 
Industrial   76,836,021    25,996,172    -    102,832,193 
Technology   92,727,695    10,382,414    -    103,110,109 
Utilities   4,429,385    18,679,406    -    23,108,791 
Short-Term Investments   108,052,315    -    -    108,052,315 
Total Assets  $602,680,804   $212,463,521   $-   $815,144,325 
                     
Liabilities                    
Securities Sold Short                    
Common Stocks                    
Basic Materials  $19,133,671   $6,249,811   $-   $25,383,482 
Communications   -    13,474,012    -    13,474,012 
Consumer, Cyclical   22,722,712    22,636,401    -    45,359,113 
Consumer, Non-cyclical   31,486,296    10,290,649    -    41,776,945 
Energy   49,963,048    6,328,267    -    56,291,315 
Financial   8,083,540    3,909,721    -    11,993,261 
Industrial   3,876,810    2,462,864    -    6,339,674 
Technology   9,827,659    7,621,479    -    17,449,138 
Total Liabilities  $145,093,736   $72,973,204   $-   $218,066,940 

 

1For 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 securities at period end.
**The Funds did not hold any Level 3 securities at period end.

 

Note 10 – 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 Funds, including political, social and economic risks. Any such impact could adversely affect the Funds’ performance, the performance of the securities in which the Funds invest and may lead to losses on your investment in the Funds. The ultimate impact of COVID-19 on the financial performance of the Funds’ investments is not reasonably estimable at this time.

 

Note 11 – Results of Shareholder Meeting (Unaudited)

At a special meeting held on March 17, 2021, shareholders of each Fund approved the New Advisory Agreement between the Trust and Hamilton Lane Advisors, L.L.C. (“Hamilton Lane”), and approved the New Sub-Advisory agreement between Hamilton Lane and Wells Capital Management, Inc.

 46 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 31, 2021

 

 

The percentage of share outstanding and entitled to vote that were present by proxy for Domestic Long/Short Equity Fund was 52.74%. The number of shares voted were as follows:

 

New Advisory Agreement:

 

For Against Abstain Total
744,170 3,289 6,224 753,683

 

Sub-Advisory Agreement:

 

For Against Abstain Total
744,094 3,386 6,203 753,683

 

The percentage of share outstanding and entitled to vote that were present by proxy for Global Long/Short Equity Fund was 82.00%. The number of shares voted were as follows:

 

New Advisory Agreement:

 

For Against Abstain Total
48,754,045 23,064 34,342 48,811,451

 

Sub-Advisory Agreement:

 

For Against Abstain Total
48,751,609 24,243 35,599 48,811,451

 

Note 12 – New 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 Funds 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 Funds’ 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.

 47 

 

361 Funds

NOTES TO FINANCIAL STATEMENTS - Continued

October 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 Funds 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 Funds’ financial statements and various filings.

 

Note 13 – Events Subsequent to the Fiscal Period End

The Funds have 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 Funds’ related events and transactions that occurred through the date of issuance of the Funds’ financial statements.

 

The Domestic Long/Short Equity Fund and Global Long/Short Equity Fund declared the payment of a distribution to be paid, on December 9, 2021, to shareholders of record on December 8, 2021 as follows:

    Short Term Capital Gain Long Term Capital Gain Income
Domestic Long/Short Equity Fund Investor Class Shares $2.1627  $1.2577 None
Domestic Long/Short Equity Fund Class I Shares 2.1627 1.2577 None
Global Long/Short Equity Fund Investor Class Shares None  0.3672 None
Global Long/Short Equity Fund Class I Shares None  0.3672 None
Global Long/Short Equity Fund Class Y Shares None  0.3672 None

 

On November 1, 2021, Wells Fargo Asset Management, the parent company of Sub-Advisor, was acquired by GTCR LLC and Reverence Capital Partners, L.P (the “Transaction”). In connection with of the Transaction, Sub-Advisor’s name changed to Allspring Global Investments, LLC (“Allspring”).

 

The Transaction resulted in the termination of the then-current sub-advisory agreement between the Advisor and Sub-Advisor with respect to each Fund. At a meeting held on June 15-16, 2021, the Board of Trustees of the Trust (the “Board”) considered and approved a new investment sub-advisory agreement (the “New Sub-Advisory Agreement”) between Hamilton Lane and Allspring, effective as of the closing of the Transaction, pursuant to which Allspring (formerly, WellsCap) would continue to serve as the investment sub-advisor to each Fund, subject to the oversight of Hamilton Lane.

 

The Transaction did not result in any changes to either Fund’s investment objective, principal investment strategy or investment policies. In addition, the members of the portfolio management team that have managed each Fund since its inception continue to be members of the portfolio management team and continue to be responsible for the day-to-day management of each Fund’s portfolio. Under the New Sub-Advisory Agreement, Allspring receives the same compensation that WellsCap received with respect to each Fund under the previous sub-advisory agreement. All sub-advisory fees are paid by the Advisor and not the Funds.

 

There were no other events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Funds’ financial statements.

 48 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of

Investment Managers Series Trust

and the Shareholders of the 361 Funds

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of the 361 Domestic Long/Short Equity Fund and 361 Global Long/Short Equity Fund (the “Funds”), each a series of Investment Managers Series Trust, including the schedules of investments, as of October 31, 2021, the related statements 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, the statements of cash flows for the year then ended, the financial highlights for the periods indicated thereon, 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 Funds as of October 31, 2021, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended and their financial highlights for the periods indicated thereon, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ 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 Funds 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their 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 Funds 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 October 31, 2021 by correspondence with the custodian and brokers; when replies from brokers were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

 
  TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania  
December 30, 2021  

 49 

 

361 Funds

SUPPLEMENTAL INFORMATION (Unaudited)

 

 

Long-Term Capital Gain Designation

For the fiscal year ended October 31, 2021, the Domestic Long/Short Equity Fund designate $653,013, respectively as 20% rate gain distributions for purposes of the dividends paid deduction.

 

Qualified Dividend Income

Pursuant to Section 854 of the Internal Revenue Code of 1986, the Domestic Long/Short Equity Fund designates 4.63%, respectively, of its ordinary income dividends, including short-term capital gain, as qualified dividend income for the taxable year ended October 31, 2021.

 

Dividends Received Deduction

The Domestic Long/Short Equity Fund designates 4.94%, respectively, of its ordinary income dividends, including short-term capital gain, as qualifying for the dividend received deduction available to corporate shareholders for the taxable year ended October 31, 2021.

 

Trustees and Officers Information

Additional information about the Trustees is included in the Funds’ Statement of Additional Information which is available, without charge, upon request by calling (888) 736-1227 (888) 7361CAP The Trustees and officers of the Funds’ and their principal occupations during the past five years are as follows:

 

 

 

Name, Address, Year of Birth and Position(s) held with Trust

 

Term of Officec and Length of Time Served

 

 

Principal Occupation During the Past Five Years and Other Affiliations

Number of Portfolios in the Fund Complex

Overseen by Trusteed

Other Directorships Held During the Past Five Years by Trusteee
Independent Trustees:      

Charles H. Miller a

(born 1947)

Trustee

Since November 2007 Retired (2013 – present); Executive Vice President, Client Management and Development, Access Data, a Broadridge company, a provider of technology and services to asset management firms (1997 – 2012). 2

361 Social Infrastructure Fund, a closed-end investment company.

Ashley Toomey Rabun a
(born 1952)

Trustee and Chairperson of the Board

Since November 2007 Retired (2016 – present); President and Founder, InvestorReach, Inc., a financial services consulting firm (1996 – 2015). 2

361 Social Infrastructure Fund, a closed-end investment company; Select Sector SPDR Trust, a registered investment company (includes 11 portfolios).

 50 

 

361 Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Name, Address, Year of Birth and Position(s) held with Trust

 

Term of Officec and Length of Time Served

 

 

Principal Occupation During the Past Five Years and Other Affiliations

Number of Portfolios in the Fund Complex

Overseen by Trusteed

Other Directorships Held During the Past Five Years by Trusteee

William H. Young a

(born 1950)

Trustee

Since November 2007

Retired (2014 – present); Independent financial services consultant (1996 – 2014); Interim CEO, Unified Fund Services Inc. (now Huntington Fund Services), a mutual fund service provider (2003 – 2006); Senior Vice President, Oppenheimer Management Company (1983 – 1996); Chairman, NICSA, an investment management trade association (1993 – 1996).

2

361 Social Infrastructure Fund, a closed-end investment company.

John P. Zader a

(born 1961)

Trustee

Since November 2007 Retired (June 2014 – present); CEO, UMB Fund Services, Inc., a mutual fund and hedge fund service provider, and the transfer agent, fund accountant, and co-administrator for the Fund (December 2006 – June 2014); President, Investment Managers Series Trust (December 2007 – June 2014). 2

Investment Managers Series Trust II, a registered investment company (includes 17 portfolios); 361 Social Infrastructure Fund, a closed-end investment company.

Interested Trustees:        

Eric M. Banhazl b†

(born 1957)

Trustee

Since January 2008

Chairman, Foothill Capital Management, LLC, a registered investment advisor (2018 – present); Chairman (2016 – present), and President (2006 – 2015), Mutual Fund Administration, LLC, the co-administrator for the Fund; Trustee and Vice President, Investment Managers Series Trust (December 2007 – March 2016).

2

Investment Managers Series Trust II, a registered investment company (includes 17 portfolios); 361 Social Infrastructure Fund, a closed-end investment company.

Maureen Quill a*

(born 1963)

Trustee and President

 

 

Since June 2019

President, Investment Managers Series Trust (June 2014 – present); President, UMB Distribution Services (March 2013 – present); EVP/Executive Director Registered Funds (January 2018 – present), Chief Operating Officer (June 2014 – January 2018), and Executive Vice President (January 2007 – June 2014), UMB Fund Services, Inc.; Vice President, Investment Managers Series Trust (December 2013 – June 2014).

2

361 Social Infrastructure Fund, a closed-end investment company.

.

 51 

 

361 Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Name, Address, Year of Birth and Position(s) held with Trust

 

Term of Officec and Length of Time Served

 

 

Principal Occupation During the Past Five Years and Other Affiliations

Number of Portfolios in the Fund Complex

Overseen by Trusteed

Other Directorships Held During the Past Five Years by Trusteee
Officers of the Trust:        

Rita Dam b

(born 1966)

Treasurer and Assistant Secretary

 

Since December 2007 Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – present); Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC. N/A

N/A

 

 

Joy Ausili b

(born 1966)

Vice President, Assistant Secretary and Assistant Treasurer

 

Since March 2016 Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – present); Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Secretary and Assistant Treasurer, Investment Managers Series Trust (December 2007 – March 2016). N/A

N/A

 

 

Diane Drakeb

(born 1967)

Secretary

Since March 2016 Senior Counsel, Mutual Fund Administration, LLC (October 2015 – present); Chief Compliance Officer, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2019); Managing Director and Senior Counsel, BNY Mellon Investment Servicing (US) Inc. (2010 – 2015). N/A

N/A

 

Martin Dziura b

(born 1959)

Chief Compliance Officer

 

Since June 2014

Principal, Dziura Compliance Consulting, LLC (October 2014 – present); Managing Director, Cipperman Compliance Services (2010 – September 2014); Chief Compliance Officer, Hanlon Investment Management (2009 – 2010); Vice President − Compliance, Morgan Stanley Investment Management (2000 − 2009).

N/A

N/A

 

 

 

aAddress for certain Trustees and certain officers: 235 West Galena Street, Milwaukee, Wisconsin 53212.
bAddress for Mr. Banhazl, Ms. Ausili, Ms. Dam and Ms. Drake: 2220 E. Route 66, Suite 226, Glendora, California 91740.

Address for Mr. Dziura: 309 Woodridge Lane, Media, Pennsylvania 19063.

cTrustees and officers serve until their successors have been duly elected.
dThe Trust is comprised of 54 series managed by unaffiliated investment advisors. Each Trustee serves as Trustee of each series of the Trust. The term “Fund Complex” applies only to the Fund(s) managed by the same investment advisor. The Funds do not hold themselves out as related to any other series within the Trust for purposes of investment and investor services, nor do they share the same investment advisor with any other series.
e“Other Directorships Held” includes only directorship of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934, as amended (that is, “public companies”) or other investment companies registered under the 1940 Act.
Mr. Banhazl is an “interested person” of the Trust by virtue of his position with Mutual Fund Administration, LLC.
*Ms. Quill is an “interested person” of the Trust by virtue of her position with UMB Fund Services, Inc.
 52 

 

361 Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Board Consideration of Investment Sub-Advisory Agreements

At an in-person meeting held on June 15-16, 2021, the Board of Trustees (the “Board”) of Investment Managers Series Trust (the “Trust”), including the trustees who are not “interested persons” of the Trust (the “Independent Trustees”) as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), reviewed and unanimously approved a new investment sub-advisory agreement (the “New Sub-Advisory Agreement”) between Hamilton Lane Advisors, L.L.C. (the “Investment Advisor”) and Wells Capital Management, Inc. (“WellsCap”) with respect to the 361 Domestic Long/Short Equity Fund (the “Domestic Long/Short Fund”) and the 361 Global Long/Short Equity Fund (the “Global Long/Short Fund” and together with the Domestic Long/Short Fund, the “Funds”), in connection with the anticipated acquisition of Wells Fargo Capital Management, the parent company of WellsCap, by GTCR LLC and Reverence Capital Partners, L.P. (the “Transaction”). WellsCap had served as the sub-advisor the Domestic Long/Short Fund and the Global Long/Short Fund since the commencement of each Fund’s operations. Under the 1940 Act, the closing of the Transaction would result in a change of control of WellsCap and the automatic termination of the existing sub-advisory agreement between the Investment Advisor and WellsCap with respect to each Fund (the “Sub-Advisory Agreement”). The New Sub-Advisory Agreement would be identical in all material respects to the Sub-Advisory Agreement, except that the New Sub-Advisory Agreement would be effective with respect to each Fund upon the closing of the Transaction, at which point the New Sub-Advisory Agreement would remain in effect for an initial two-year period. The New Sub-Advisory Agreement became effective upon the closing of the Transaction on November 1, 2021, and in connection with the closing of the Transaction, WellsCap’s name changed to Allspring Global Investments, LLC (“Allspring”). WellsCap and Allspring are referred to as “Allspring” below. In approving the New Sub-Advisory Agreement, the Board, including the Independent Trustees, determined that such approval was in the best interests of each Fund and its shareholders.

 

Background

In advance of the meeting, the Board received information about the Funds and the New Sub-Advisory Agreement from the Investment Advisor, Allspring, and Mutual Fund Administration, LLC and UMB Fund Services, Inc., the Trust’s co-administrators, certain portions of which are discussed below. The materials, among other things, included information about the organization and financial condition of Allspring; information regarding the background, experience, and compensation structure of relevant personnel who would be providing services to the Funds; information about Allspring’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; reports comparing the performance of each Fund with returns of its benchmark index for the one-, three-, and five-year and since inception periods ended April 30, 2021; and information comparing the proposed sub-advisory fee of each Fund with the fees that Allspring charges to manage other accounts using similar objectives and policies as the Funds. The Board also received a memorandum from legal counsel to the Trust discussing the legal standards under the 1940 Act and other applicable law for their consideration of the proposed approval of the New Sub-Advisory Agreement. In addition, the Board considered information it reviewed during the year at other Board and Board committee meetings, including information provided to the Board at the Board’s January 2021 special meeting in connection with the approval of the Sub-Advisory Agreement. No representatives of the Investment Advisor or Allspring were present during the Board’s consideration of the New Sub-Advisory Agreement, and the Independent Trustees were represented by their legal counsel with respect to the matters considered.

 

In approving the New Sub-Advisory Agreement, the Board and the Independent Trustees considered a variety of factors, including those discussed below. In their deliberations, the Board and the Independent Trustees did not identify any particular factor that was controlling, and each Trustee may have attributed different weights to the various factors.

 53 

 

361 Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

Nature, Extent and Quality of Services

With respect to the performance results of the Funds, the meeting materials indicated the following:

 

·The Domestic Long/Short Fund’s annualized total returns for the one-, three-, and five-year and since inception (April 1, 2016) periods were below the returns of the Russell 1000 Index by 36.85%, 14.67%, 11.19%, and 11.16%, respectively. The Trustees considered Allspring’s belief that the Fund’s underperformance across all periods was largely due to the Fund’s consistent defensive positioning of 100% long and 30% short, which it expected to hinder performance when the equity markets perform well. The Trustees also noted Allspring’s assertion that because of the Fund’s defensive positioning, the Fund’s volatility of returns, as measured by its standard deviation, was lower than that of the Russell 1000 Index over the five-year period.

 

·The Global Long/Short Fund’s annualized total returns for the one-, three-, and five-year and since inception (December 13, 2014) periods were below the returns of the MSCI World Index by 27.07%, 11.10%, 8.44%, and 4.98%, respectively. The Trustees considered Allspring’s belief that the Fund’s underperformance across all periods was largely due to the Fund’s consistent defensive positioning of 100% long and 30% short, which it expected to hinder performance when the equity markets perform well. The Trustees also noted Allspring’s assertion that because of the Fund’s defensive positioning, the Fund’s volatility of returns, as measured by its standard deviation, was lower than that of the MSCI World Index over the five-year period.

 

The Board also considered the overall quality of services to be provided by Allspring to the Funds. In doing so, the Board considered Allspring’s specific responsibilities in day-to-day portfolio management of each Fund, as well as the qualifications, experience, and responsibilities of the personnel who would continue to be involved in the activities of each Fund. The Board also considered the overall quality of the organization and operations of Allspring, as well as its compliance structure. The Board noted that as the sole sub-advisor to each Fund, Allspring would continue to be primarily responsible for the day-to-day management of each Fund and its performance results. The Board considered that Allspring had indicated that neither the investment objectives nor the investment strategies of the Funds would change as a result of the Transaction. The Board also noted that the Investment Advisor was recommending the approval of the New Sub-Advisory Agreement with respect to each Fund.

 

The Board and the Independent Trustees concluded that based on the various factors they had reviewed, Allspring would have the capabilities, resources, and personnel necessary to manage each Fund, and that Allspring would provide each Fund with a reasonable potential for good investment results.

 

Sub-Advisory Fees

The Board reviewed information regarding the sub-advisory fees proposed to be charged by Allspring with respect to the Funds. The Trustees noted that under the New Sub-Advisory Agreement, Allspring would be entitled to the same sub-advisory fees it was entitled to receive under the Sub-Advisory Agreement. The Trustees also noted that the sub-advisory fee proposed to be charged to the Global Long/Short Fund was lower than the fee, which includes a management fee and an incentive fee, that Allspring charged to manage a commingled vehicle with similar objectives and policies as the Fund; was within the range of or was higher than the advisory fees that Allspring charged to sub-advise two mutual funds with similar objectives and policies as the Fund; and was higher than the fee that Allspring charged to manage a UCITS fund affiliated with Allspring using similar strategies as the Fund.

 

The Board noted that the mutual fund for which Allspring charges a lower sub-advisory fee was an original investor in the global long/short strategy. The Board also noted that Allspring does not manage any other accounts with the same objectives and policies as the Domestic Long/Short Fund, and therefore it did not have a good basis for comparing that Fund’s sub-advisory fee with those of other similar client accounts of Allspring. The Board considered that the Investment Advisor would pay Allspring’s sub-advisory fees from the Investment Advisor’s advisory fees.

 54 

 

361 Funds

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

 

 

The Board and the Independent Trustees concluded that the proposed compensation payable to Allspring under the New Sub-Advisory Agreement would be fair and reasonable in light of the nature and quality of the services proposed to be provided by Allspring to each Fund.

 

Benefits to Allspring

The Board also considered that the potential benefits to be received by Allspring as a result of its relationship with the Funds, other than the receipt of its sub-advisory fees, would include the usual types of “fall out” benefits received by sub-advisors to the Trust, including any research received from broker-dealers providing execution services to the Funds, the beneficial effects from the review by the Trust’s Chief Compliance Officer of Allspring’s compliance program, and the intangible benefits of Allspring’s association with the Funds generally and any favorable publicity arising in connection with the Funds’ performance.

 

Conclusion

Based on these and other factors, the Board and the Independent Trustees concluded that approval of the New Sub-Advisory Agreement was in the best interests of each Fund and its shareholders and, accordingly, approved the New Sub-Advisory Agreement with respect to each Fund.

 55 

 

361 Funds

EXPENSE EXAMPLES

For the Six Months Ended October 31, 2021 (Unaudited)

 

Expense Examples

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs and redemption fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees (Investor Class 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 period from May 1, 2021 to October 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 (loads) or redemption fees. 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.

 

Domestic Long/Short Equity Fund

 

Beginning Account Value Ending Account Value Expenses Paid During Period*
5/1/21 10/31/21 5/1/21 – 10/31/21
Investor Class Actual Performance $ 1,000.00 $ 1,088.00 $ 12.66
  Hypothetical (5% annual return before expenses) 1,000.00 1,013.08 12.21
Class I Actual Performance 1,000.00 1,089.80 10.69
  Hypothetical (5% annual return before expenses) 1,000.00 1,014.98 10.30

 

*Expenses are equal to the Fund’s annualized expense ratio of 2.41%, and 2.03% for Investor Class and Class I, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.
 56 

 

361 Funds

EXPENSE EXAMPLES - Continued

For the Six Months Ended October 31, 2021 (Unaudited)

 

Global Long/Short Equity Fund

 

Beginning Account Value Ending Account Value Expenses Paid During Period*
5/1/21 10/31/21 5/1/21 – 10/31/21
Investor Class Actual Performance $ 1,000.00 $ 1,008.40 $ 12.58
  Hypothetical (5% annual return before expenses) 1,000.00 1,012.68 12.60
Class I Actual Performance 1,000.00 1,009.90 11.09
  Hypothetical (5% annual return before expenses) 1,000.00 1,014.17 11.12
Class Y Actual Performance 1,000.00 1,010.70 10.82
  Hypothetical (5% annual return before expenses) 1,000.00 1,014.45 10.84

 

*Expenses are equal to the Fund’s annualized expense ratio of 2.48%, 2.19% and 2.13% for Investor Class, Class I and Class Y, respectively, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the six month period). The expense ratios reflect an expense waiver. Assumes all dividends and distributions were reinvested.
 57 

 

 

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361 Funds

Each a series of Investment Managers Series Trust

 

Investment Advisor

Hamilton Lane Advisors, L.L.C.

Seven Tower Bridge

110 Washington St., Suite 1300

Conshohocken, Pennsylvania 19428

 

Sub-Advisor

Allspring Global Investments, LLC

525 Market St.

San Francisco, California 94105

 

Independent Registered Public Accounting Firm

Tait, Weller & Baker LLP

Two Liberty Place

50 South 16th St, 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

IMST Distributors, LLC

Three Canal Plaza, Suite 100

Portland, Maine 04101

www.foreside.com

 
 

FUND INFORMATION

 

  TICKER CUSIP
361 Domestic Long/Short Equity Fund – Investor Class shares ADMQX 461 41Q 527
361 Domestic Long/Short Equity Fund – Class I shares ADMZX 461 41Q 535
361 Global Long/Short Equity Fund – Investor Class shares AGAQX 461 41Q 881
361 Global Long/Short Equity Fund – Class I shares AGAZX 461 41Q 873
361 Global Long/Short Equity Fund – Class Y shares AGAWX 461 41Q 865

 

Privacy Principles of the 361 Funds for Shareholders

The Funds are committed to maintaining the privacy of their shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how we protect that information and why, in certain cases, we may share information with select other parties.

 

Generally, the Funds do not receive any non-public personal information relating to their shareholders, although certain non-public personal information of their shareholders may become available to the Funds. The Funds do not disclose any non-public personal information about their 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 361 Funds for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Funds 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 (888) 736-1227 (888-7361CAP), on the Funds’ website at www.361capital.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 their 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 (888) 736-1227 (888-7361CAP).

 

361 Funds

P.O. Box 2175

Milwaukee, WI 53201

Toll Free: (888) 736-1227 (888-7361CAP)

 
 

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 1-888-736-1227

 

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.

 

  FYE 10/31/2021 FYE 10/31/2020
Audit Fees $ 35,400   $  69,800
Audit-Related Fees N/A N/A
Tax Fees $ 5,600   $  11,200
All Other Fees N/A N/A

 

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the registrant, including services provided to any entity affiliated with the registrant.

 
 

The percentage of fees billed by Tait, Weller, & Weller LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

 

  FYE 10/31/2021 FYE 10/31/2020
Audit-Related Fees 0% 0%
Tax Fees 0% 0%
All Other Fees 0% 0%

 

All of the principal accountant's hours spent on auditing the registrant's financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

 

The following table indicates the non-audit fees billed or expected to be billed by the registrant's accountant for services to the registrant and to the registrant's investment adviser (and any other controlling entity, etc.—not sub-adviser) 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 adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant's independence.

 

Non-Audit Related Fees FYE 10/31/2021 FYE 10/31/2020
Registrant N/A N/A
Registrant’s Investment Advisor N/A N/A

 

Item 5. Audit Committee of Listed Registrants.

 

(a) Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

 

(b) Not applicable.

 

Item 6. Investments.

 

(a)   Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

 

(b)   Not Applicable.

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable.

 
 

Item 10. Submission of Matters to a Vote of Security Holders.

 

The registrant has not made any material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees.

 

Item 11. Controls and Procedures.

 

(a)The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

 

(b)There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

 

Item 13. Exhibits.

 

(a)(1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to the Registrant’s Form N-CSR filed June 8, 2018.

 

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

 

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

 

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

 

(b)Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) Investment Managers Series Trust  
     
By (Signature and Title) /s/ Maureen Quill  
  Maureen Quill, President/Chief Executive Officer  
     
Date 1/07/2022  

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title) /s/ Maureen Quill  
  Maureen Quill, President/Chief Executive Officer  
     
Date 1/07/2022  
     
By (Signature and Title) /s/ Rita Dam  
  Rita Dam, Treasurer/Chief Financial Officer  
     
Date 1/07/2022