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: September 30

Date of reporting period: September 30, 2023

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:

Ticker Symbol: (TDVFX)

ANNUAL REPORT

September 30, 2023

Towle Deep Value Fund 

A series of Investment Managers Series Trust

Table of Contents

Letter to Shareholders	1
Fund Performance	4
Schedule of Investments	5
Statement of Assets and Liabilities	8
Statement of Operations	9
Statements of Changes in Net Assets	10
Financial Highlights	11
Notes to Financial Statements	12
Report of Independent Registered Public Accounting Firm	19
Supplemental Information	20
Expense Example	27

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

www.towlefund.com

October 2023

To Our Fellow Shareholders:

It has been a roller coaster ride for U.S. equity markets over the past fiscal year. The spike in interest rates has introduced periods of heightened volatility as asset valuations come back into focus. Investors remain uncertain about the macroeconomic environment, and higher borrowing costs threaten the trajectory of corporate earnings.

Despite this challenging backdrop, we are pleased to report that the Towle Deep Value Fund (“Fund”) has smartly outperformed its primary benchmark, the Russell 2000 Value, and the S&P 500 over the last three years. See table below.

We believe the Fund has adeptly navigated recent market turbulence due to its focus on low valuations and a well-developed investment process. And, while “big tech” equities like the Magnificent 7 (Apple, Microsoft, Amazon, Alphabet, Tesla, Nvidia, and Meta) have performed masterfully during the 2009-2021 period of zero interest rates, we believe more active, valuation-focused investment strategies will have the upper hand in an environment where interest rates normalize higher for longer.

That said, the current investment landscape brims with uncertainty, and we are unable to predict whether conditions will worsen or improve from here. However, we believe elevated valuation risk exists in broader equity indices, creating stark contrast to the Fund’s undervalued portfolio. With our own capital invested right alongside yours, we remain confident that the Fund is poised for a higher interest rate world where valuations matter again.

Towle Deep Value Fund returns are noted below with periods greater than one year annualized.

Periods ending 9/30/23	Towle Deep Value Fund	Russell 2000 Value	S&P 500
1 year	16.46	7.84	21.62
3 years	19.18	13.32	10.15
5 years	2.47	2.59	9.92
10 years	6.43	6.19	11.91

The gross expense ratio of the fund is 1.10%. The performance data quoted here represents past performance. Past performance is no 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. Shares redeemed within 90 days of purchase will be subject to a 2.00% fee. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the most recent month end please call 1-888-998-6953.

Investment Environment

Benjamin Graham famously asserted that the market functions as a voting machine in the short run and a weighing machine in the long run. We completely agree. If only we could determine how long the short-run voting will persist!

In early 2022, we noted the rise in 10-year U.S. Treasury yields to 1.78% and considered the potential implications of a rising rate environment for investors: near-term earnings increase in value; speculation diminishes; and real assets perform well. Fast forward to today, the 10-year U.S. Treasury yield now stands at 4.72%, marking a 165% increase from early 2022. So, what transpired since then? From 12/31/21 to 9/30/23, the S&P 500 is down -7.4%, the Russell 2000 Value is down -14.9%, and the Towle Deep Value Fund is down just -1.1% net of fees.

50 S. Steele St. – Suite 1000 • Denver, CO 80209 • (303) 731-2494 • www.towleco.com

1 

In early 2023, we mentioned the concept of equity risk premium (ERP), defined as the excess earnings yield available from equities compared to bonds. Astute observers may notice that the equity risk premium on the S&P 500 is negative, meaning that U.S. Treasuries currently offer higher yields with lower risk. We think this reflects misplaced trust in the Magnificent 7, apprehension about the United States’ ability to repay its debt, or both. It’s worth noting that there’s an appealing alternative: We believe deep value presents significantly higher appreciation potential than either the S&P 500 or U.S. Treasury securities.

The market’s misplaced trust in “magnificent” stocks is a recurring bad habit. The 1993 book, Sam Walton: Made in America, detailed the same qualities that describe today’s Magnificent 7. Throughout the ‘90s to its 1999 peak, Walmart’s seemingly insurmountable scale, sustainable competitive advantages, and ability to perpetually grow and disrupt drove the stock price up 7x to a near 2.0x enterprise value / sales multiple. But can great businesses be bad stocks? Yes. For the next ~16 years WMT’s stock price was flat. Great businesses can be bad stocks when priced for perfection. Will today’s Magnificent 7 follow WMT’s muted path forward?

There is one compelling reason why most of our personal capital is invested alongside yours: valuation matters over the long term. As the market eventually becomes a weighing machine, the Towle Deep Value Fund stands ready!

Looking Ahead

We believe the significant valuation gap between value and growth equities is unsustainable and will likely narrow. The rhythm of investment history underscores that such valuation disparities tend to mean revert over time. As investment styles ebb and flow, we remain dedicated to our investment process, knowing that a reasonable return for any asset should be based on earnings and/or cash flow in relation to the price paid. If investors are not currently optimizing this ratio, they are essentially betting on exceptionally high growth.

Near the peak of the 1999 Technology Bubble, renowned value investor John Neff illuminated the risks of high growth, high valuation investing in his book, John Neff on Investing:

“Forward growth rates are exposed to surprises. The market, to say the least, does not like to be negatively surprised. At high p/e levels, stocks’ key support is from expectation encouraged by past performance, which is visible in their historical growth rates. With so much expectation built in, any hint of falling short can have punishing results…As many investors have learned the hard way, companies cannot double earnings each year ad infinitum. Just as the pendulum swings back toward the center, exceptional growth rates eventually descend toward the normal range. Experts use a fancy term to describe this process: reversion to the mean.”

As legendary investor Sir John Templeton wisely noted, “the only way to execute under pressure is to have a deep-seated belief in your abilities and conviction that you are correct in your actions.” Our longevity and track record demonstrate our ability. Our substantial personal investment in Towle Deep Value supports our conviction. With the inherent valuation risk in tech-heavy indices, we see the Fund’s undervalued portfolio as a prudent investment choice in public markets. As owners and employees of the investment manager, Towle & Co., we are fully committed alongside you.

2 

Thank you for investing with us and for your continued confidence.

Christopher D. Towle

Peter J. Lewis, CFA James

M. Shields, CFA Wesley

R. Tibbetts, CFA 

G. Lukas Barthelmess, CFA

Stock fund prices fluctuate, and investors may lose principal value. Micro-cap, small-cap and mid-cap stocks involve greater risks, and they can fluctuate in price more than larger company stocks. Foreign investments present additional risk due to currency exchange rate fluctuations, economic developments, political instability, and other factors. The Fund is non- diversified, which increases the risk that the value of the Fund could go down because of the poor performance of a single investment. A value-oriented investing style may go in and out of favor which may cause the Fund to sometimes underperform other equity fund.

Definitions of various terms throughout this letter:

● Cash Flow: the net amount of cash generated by the operations of a company.

● Enterprise Value (EV): a company’s total debt and market capitalization less cash and cash equivalents.

● Enterprise Value-to-Sales (EV/S): a ratio that compares the enterprise value of a company to its annual sales.

● Price-to-Earnings (P/E): a ratio for valuing a company that measures its current share price relative to its earnings per share (EPS) for the trailing 12-month period.

● Price-to-Sales (P/S): a ratio for valuing a company that compares a company’s stock price to its revenues.

● Russell 2000 Index: an index that is a subset of the Russell 3000 Index comprised of approximately 2,000 small-cap companies.

● Russell 2000 Value Index: an index that is a subset of the Russell 2000 Index, consisting of companies with lower price- to-book (P/B) ratios and lower forecasted growth values.

● S&P 500 (Standard & Poor’s 500 Index): a market-capitalization weighted index of 500 leading publicly traded companies in the U.S.

● Trailing Earnings Yield: the earnings per share in the trailing 12-month period divided by the current market price per share.

The views in this shareholder letter were those of the Fund Managers as of the letter’s publication date and may not reflect their views on the date this letter is first distributed or anytime thereafter. These views are intended to assist readers in understanding the Fund’s investment methodology and do not constitute investment advice.

There can be no guarantee that any strategy (risk management or otherwise) will be successful.

Fund holdings and/or sector allocations can change. Please see the Schedule of Investments for current holdings.

3 

Towle Deep Value Fund

FUND PERFORMANCE at September 30, 2023 (Unaudited)

This graph compares a hypothetical $10,000 investment in the Fund with a similar investment in the Russell 2000 Value Index during the periods shown. Results include reinvestment of all dividends and capital gains.

The Russell 2000 Value Index measures the performance of the small-cap value segment of the U.S. equity universe. This Index does not reflect expenses, fees or sales charge, which would lower performance. The Index is unmanaged and it is not possible to invest in an index.

Average Annual Total Return as of September 30, 2023	1 Year	5 Years	10 Years
Towle Deep Value Fund	16.46%	2.47%	6.43%
Russell 2000 Value Index	7.84%	2.59%	6.19%

The performance data quoted here represents past performance. Past performance is no guarantee of future results. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information quoted. To obtain performance information current to the most recent month end please call 1-888-998-6953. Returns over one year are annualized.

The expense ratio was 1.10% which was stated in the current prospectus dated February 1, 2023. For the Fund’s historical annual expense ratios, please refer to the Financial Highlights section of this report.

Returns reflect the reinvestment of distributions made by the Fund, if any. The graph and the performance table above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Shares redeemed within 90 days of purchase will be charged 2.00% redemption fee.

4 

Towle Deep Value Fund

SCHEDULE OF INVESTMENTS

As of September 30, 2023

Number of Shares			Value
		COMMON STOCKS — 95.6%
		BASIC MATERIALS — 14.3%
	370,956	Algoma Steel Group, Inc.1	$	2,522,501
	97,476	ArcelorMittal S.A.1		2,439,824
	212,775	Cleveland-Cliffs, Inc.*		3,325,673
	67,998	Ternium S.A. - ADR1		2,713,120
	106,222	United States Steel Corp.		3,450,091
				14,451,209
		CONSUMER, CYCLICAL — 38.5%
	17,470	BlueLinx Holdings, Inc.*		1,434,112
	202,399	Dana, Inc.		2,969,193
	274,731	Designer Brands, Inc. - Class A		3,478,094
	140,690	Foot Locker, Inc.		2,440,972
	254,410	Frontier Group Holdings, Inc.*		1,231,344
	77,304	General Motors Co.		2,548,713
	165,573	G-III Apparel Group Ltd.*		4,126,079
	252,268	Goodyear Tire & Rubber Co.*		3,135,691
	212,156	Hawaiian Holdings, Inc.*		1,342,948
	46,070	M/I Homes, Inc.*		3,871,723
	141,109	Macy's, Inc.		1,638,276
	49,393	PVH Corp.		3,779,058
	322,999	Sportsman's Warehouse Holdings, Inc.*		1,450,266
	206,367	Stellantis N.V.1		3,947,801
	84,150	Zumiez, Inc.*		1,497,870
				38,892,140
		CONSUMER, NON-CYCLICAL — 1.1%
	79,604	United Natural Foods, Inc.*		1,125,601
		ENERGY — 27.1%
	16,645	Alpha Metallurgical Resources, Inc.		4,323,206
	90,349	Eni S.p.A. - ADR1		2,883,940
	66,017	HF Sinclair Corp.		3,758,348
	192,794	Liberty Energy, Inc.		3,570,545
	131,973	Par Pacific Holdings, Inc.*		4,743,109
	94,207	PBF Energy, Inc. - Class A		5,042,901
	286,983	ProPetro Holding Corp.*		3,050,629
				27,372,678
		FINANCIAL — 2.6%
	96,080	Ally Financial, Inc.		2,563,414
		INDUSTRIAL — 12.0%
	23,699	Arrow Electronics, Inc.*		2,968,063
	68,276	Avnet, Inc.		3,290,220
	249,308	JELD-WEN Holding, Inc.*		3,330,755

5 

Towle Deep Value Fund

SCHEDULE OF INVESTMENTS - Continued

As of September 30, 2023

Number of Shares			Value
		COMMON STOCKS (Continued)
		INDUSTRIAL (Continued)
	85,080	Ryerson Holding Corp.	$	2,474,977
				12,064,015
		TOTAL COMMON STOCKS
		(Cost $84,304,345)		96,469,057

Principal Amount
		SHORT-TERM INVESTMENTS — 3.1%
$	3,161,811	UMB Bank Demand Deposit, 0.01%2		3,161,811
		TOTAL SHORT-TERM INVESTMENTS
		(Cost $3,161,811)		3,161,811
		TOTAL INVESTMENTS — 98.7%
		(Cost $87,466,156)		99,630,868
		Other Assets in Excess of Liabilities — 1.3%		1,290,706
		TOTAL NET ASSETS — 100.0%	$	100,921,574

ADR – American Depository Receipt

* Non-income producing security.

¹ Foreign security denominated in U.S. Dollars.

² The rate is the annualized seven-day yield at period end.

See accompanying Notes to Financial Statements.

6 

Towle Deep Value Fund

SUMMARY OF INVESTMENTS

As of September 30, 2023

Security Type/Sector	Percent of Total Net Assets
Common Stocks
Consumer, Cyclical	38.5%
Energy	27.1%
Basic Materials	14.3%
Industrial	12.0%
Financial	2.6%
Consumer, Non-cyclical	1.1%
Total Common Stocks	95.6%
Short-Term Investments	3.1%
Total Investments	98.7%
Other Assets in Excess of Liabilities	1.3%
Total Net Assets	100.0%

See accompanying Notes to Financial Statements.

7 

Towle Deep Value Fund

STATEMENT OF ASSETS AND LIABILITIES

As of September 30, 2023

Assets:
Investments, at value (cost $87,466,156)	$	99,630,868
Receivables:
Investment securities sold		1,346,556
Dividends and interest		77,855
Prepaid expenses		18,897
Total assets		101,074,176
Liabilities:
Payables:
Advisory fees		65,781
Shareholder servicing fees (Note 7)		19,161
Fund administration and accounting fees		19,769
Transfer agent fees and expenses		5,952
Custody fees		2,830
Auditing fees		19,450
Trustees' deferred compensation (Note 3)		10,946
Chief Compliance Officer fees		1,676
Trustees' fees and expenses		467
Accrued other expenses		6,570
Total liabilities		152,602
Net Assets	$	100,921,574
Components of Net Assets:
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)	$	86,828,033
Total distributable earnings (accumulated deficit)		14,093,541
Net Assets	$	100,921,574
Number of shares issued and outstanding		5,836,781
Net asset value per share	$	17.29

See accompanying Notes to Financial Statements.

8 

Towle Deep Value Fund

STATEMENT OF OPERATIONS

For the Year Ended September 30, 2023

Investment Income:
Dividends (net of foreign withholdings taxes of $80,642)	$	1,921,113
Interest		538
Total investment income		1,921,651
Expenses:
Advisory fees		858,023
Shareholder servicing fees (Note 7)		59,309
Fund administration and accounting fees		143,260
Transfer agent fees and expenses		35,693
Custody fees		19,060
Registration fees		25,999
Auditing fees		19,657
Legal fees		16,088
Chief Compliance Officer fees		15,709
Trustees' fees and expenses		8,980
Shareholder reporting fees		7,558
Miscellaneous		5,328
Insurance fees		3,914
Total expenses		1,218,578
Net investment income (loss)		703,073
Realized and Unrealized Gain (Loss):
Net realized gain (loss) on investments		2,240,247
Net change in unrealized appreciation/depreciation on investments		11,914,058
Net realized and unrealized gain (loss)		14,154,305
Net Increase (Decrease) in Net Assets from Operations	$	14,857,378

See accompanying Notes to Financial Statements.

9 

Towle Deep Value Fund

STATEMENTS OF CHANGES IN NET ASSETS

	For the Year Ended September 30, 2023			For the Year Ended September 30, 2022
Increase (Decrease) in Net Assets from:
Operations:
Net investment income (loss)	$	703,073		$	(96,918	)
Net realized gain (loss) on investments		2,240,247			19,144,612
Net change in unrealized appreciation/depreciation on investments		11,914,058			(32,137,185	)
Net increase (decrease) in net assets resulting from operations		14,857,378			(13,089,491	)
Distributions to Shareholders:
Total distributions to shareholders		(7,914,148	)		-
Capital Transactions:
Net proceeds from shares sold		17,038,502			13,420,447
Reinvestment of distributions		7,597,722			-
Cost of shares redeemed1		(22,639,550	)		(22,778,918	)
Net increase (decrease) in net assets from capital transactions		1,996,674			(9,358,471	)
Total increase (decrease) in net assets		8,939,904			(22,447,962	)
Net Assets:
Beginning of period		91,981,670			114,429,632
End of period	$	100,921,574		$	91,981,670
Capital Share Transactions:
Shares sold		958,460			715,745
Shares reinvested		428,041			-
Shares redeemed		(1,305,702	)		(1,213,958	)
Net increase (decrease) in capital share transactions		80,799			(498,213	)

¹ Net of redemption fee proceeds of $15,989 and $6,693, respectively.

See accompanying Notes to Financial Statements.

10 

Towle Deep Value Fund

FINANCIAL HIGHLIGHTS

Per share operating performance.

For a capital share outstanding throughout each period.

	For the Year Ended September 30,
	2023			2022			2021			2020			2019
Net asset value, beginning of period	$	15.98		$	18.30		$	11.00		$	12.96		$	18.26
Income from Investment Operations:
Net investment income (loss)1		0.11			(0.02	)		(0.07	)		0.01			0.12
Net realized and unrealized gain (loss)		2.56			(2.30	)		7.38			(1.84	)		(4.11	)
Total from investment operations		2.67			(2.32	)		7.31			(1.83	)		(3.99	)
Less Distributions:
From net investment income		-			-			(0.01	)		(0.13	)		-
From net realized gain		(1.36	)		-			-			-			(1.31	)
Total distributions		(1.36	)		-			(0.01	)		(0.13	)		(1.31	)
Redemption fee proceeds1		-	2		-	2		-	2		-	2		-	2
Net asset value, end of period	$	17.29		$	15.98		$	18.30		$	11.00		$	12.96
Total return3		16.46	%		(12.68	)%		66.47	%		(14.30	)%		(22.14	)%
Ratios and Supplemental Data:
Net assets, end of period (in thousands)	$	100,922		$	91,982		$	114,430		$	71,976		$	93,404
Ratio of expenses to average net assets:
Before fees waived/recovered		1.12	%		1.10	%		1.10	%		1.19	%		1.17	%
After fees waived/recovered		1.12	%		1.10	%		1.10	%		1.19	%		1.17	%
Ratio of net investment income (loss) to average net assets:
Before fees waived/recovered		0.65	%		(0.09	)%		(0.42	)%		0.09	%		0.86	%
After fees waived/recovered		0.65	%		(0.09	)%		(0.42	)%		0.09	%		0.86	%
Portfolio turnover rate		58	%		80	%		50	%		73	%		59	%

¹ Based on average shares outstanding for the period.

² Amount represents less than $0.01 per share.

³ Total returns would have been lower/higher had expenses not been waived/recovered by the Advisor. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

See accompanying Notes to Financial Statements.

11 

Towle Deep Value Fund 

NOTES TO FINANCIAL STATEMENTS  

September 30, 2023

Note 1 – Organization 

Towle Deep Value Fund (the “Fund”) was organized as a non-diversified series of Investment Managers Series Trust, a Delaware statutory trust (the “Trust”) which is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is to seek long-term capital appreciation. The Fund commenced investment operations on October 31, 2011.

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board 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 Fund in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

(a) Valuation of Investments 

The Fund values equity securities at the last reported sale price on the principal exchange or in the principal over the counter 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. Investments in open-end investment companies are valued at the daily closing net asset value of the respective investment company. Debt securities are valued by utilizing a price supplied by independent pricing service providers. The independent pricing service providers may use various valuation methodologies including matrix pricing and other analytical pricing models as well as market transactions and dealer quotations. These models generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. If a price is not readily available for a portfolio security, the security will be valued at fair value (the amount which the Fund might reasonably expect to receive for the security upon its current sale). The Board of Trustees has designated the Advisor as the Fund’s valuation designee (the “Valuation Designee”) to make all fair value determinations with respect to the Fund’s portfolio investments, subject to the Board’s oversight. As the Valuation Designee, the Advisor has adopted and implemented policies and procedures to be followed when the Fund must utilize fair value pricing. Prior to September 8, 2022, security valued at fair value as determined in good faith by the Fund’s advisor, subject to review and approval by the Valuation Committee, pursuant to procedures adopted by the Board of Trustees. The actions of the Valuation Committee were subsequently reviewed by the Board at its next regularly scheduled board meeting. The Valuation Committee met as needed. The Valuation Committee was comprised of all the Trustees, but action may had been taken by any one of the Trustees.

(b) Investment Transactions, Investment Income and Expenses 

Investment transactions are accounted for on the trade date. Realized gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding taxes on the ex-dividend date and interest income is recorded on an accrual basis. Withholding taxes on foreign dividends, if applicable, are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations. Withholding tax reclaims are filed in certain countries to recover a portion of the amounts previously withheld. The Fund records a reclaim receivable based on a number of factors, including a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. Discounts on debt securities are accreted or amortized to interest income over the lives of the respective securities using the effective interest method. Premiums for callable debt securities are amortized to the earliest call date, if the call price was less than the purchase price. If the call price was not at par and the security was not called, the security is amortized to the next call price and date. 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.

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Towle Deep Value Fund 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2023

(c) Federal Income Taxes 

The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized gains to its shareholders. Therefore, no provision is made for federal income or excise taxes. Due to the timing of dividend distributions and the differences in accounting for income and realized gains and losses for financial statement and federal income tax purposes, the fiscal year in which amounts are distributed may differ from the year in which the income and realized gains and losses are recorded by the Fund.

Accounting for Uncertainty in Income Taxes (the “Income Tax Statement”) requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing a Fund’s tax returns to determine whether these positions meet a “more-likely-than-not” standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position that meets the “more-likely-than-not” recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statement of Operations.

The Income Tax Statement requires management of the Fund to analyze tax positions taken in the prior three open tax years, if any, and tax positions expected to be taken in the Fund’s current tax year, as defined by the IRS statute of limitations for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the open years ended September 30, 2019-2022 and as of and during the year ended September 30, 2023, the Fund did not have a liability for any unrecognized tax benefits. The Fund has no examination in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

(d) Distributions to Shareholders 

The Fund will make distributions of net investment income 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.

(e) Illiquid Securities  

Pursuant to Rule 22e-4 under the 1940 Act, the Fund has adopted a Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the Fund limits its illiquid investments 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 Towle & Co. (the “Advisor”), at any time, determines that the value of illiquid securities held by the Fund exceeds 15% of its net asset value, the Advisor will take such steps as it considers appropriate to reduce them as soon as reasonably practicable in accordance with the Fund’s written LRMP.

13

Towle Deep Value Fund 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2023

Note 3 – Investment Advisory and Other Agreements 

The Trust, on behalf of the Fund, entered into an Investment Advisory Agreement (the “Agreement”) with Towle & Co. (the “Advisor”). Under the terms of the Agreement, the Fund pays a monthly investment advisory fee to the Advisor at the annual rate of 0.79% of the Fund’s average daily net assets. The Advisor has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual fund operating expenses (excluding any taxes, leverage interest, brokerage commissions, acquired fund fees and expenses (as determined in accordance with Form N-1A), expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation expenses) do not exceed 1.20% of the average daily net assets of the Fund. This agreement is in effect until January 31, 2024, and it may be terminated only by the Trust’s Board of Trustees.

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.

UMB Fund Services, Inc. (“UMBFS”) serves as the Fund’s fund accountant, transfer agent and co-administrator; and Mutual Fund Administration, LLC (“MFAC”) serves as the Fund’s other co-administrator. UMB Bank, n.a., an affiliate of UMBFS, serves as the Fund’s custodian. The Fund’s allocated fees incurred for fund accounting, fund administration, transfer agency and custody services for the year ended September 30, 2023 are reported on the Statement of Operations.

IMST Distributors, LLC, a wholly owned subsidiary of Foreside Financial Group, LLC (d/b/a ACA Group), serves as the Fund’s distributor (the “Distributor”). The Distributor does not receive compensation from the Fund for its distribution services; the Advisor pays the Distributor a fee for its distribution-related services.

Certain trustees and officers of the Trust are employees of UMBFS or MFAC. The Fund does not compensate trustees and officers affiliated with the Fund’s co-administrators. For the year ended September 30, 2023, the Fund’s allocated fees incurred to Trustees who are not affiliated with the Fund’s co-administrators are reported on the Statement of Operations.

The Fund's Board of Trustees has adopted a Deferred Compensation Plan (the "Plan") for the Independent Trustees that enables Trustees to elect to receive payment in cash or the option to select various fund(s) in the Trust in which their deferred accounts shall be deemed to be invested. If a trustee elects to defer payment, the Plan provides for the creation of a deferred payment account. The Fund’s liability for these amounts is adjusted for market value changes in the invested fund(s) and remains a liability to the Fund until distributed in accordance with the Plan. The Trustees Deferred compensation liability under the Plan constitutes a general unsecured obligation of the Fund and is disclosed in the Statement of Assets and Liabilities. Contributions made under the plan and the change in unrealized appreciation/depreciation and income are included in the Trustees’ fees and expenses in the Statement of Operations.

Dziura Compliance Consulting, LLC provides Chief Compliance Officer (“CCO”) services to the Trust. The Fund’s allocated fees incurred for CCO services for the year ended September 30, 2023, are reported on the Statement of Operations.

14

Towle Deep Value Fund 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2023

Note 4 – Federal Income Taxes

At September 30, 2023, gross unrealized appreciation and depreciation of investments owned by the Fund, based on cost for federal income tax purposes were as follows:

Cost of investments	$	87,843,329
Gross unrealized appreciation	$	20,789,359
Gross unrealized depreciation		(9,001,820	)
Net unrealized appreciation (depreciation) on investments	$	11,787,539

The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

GAAP requires that certain components of net assets to 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 September 30, 2023, permanent differences in book and tax accounting have been reclassified to paid-in capital and total distributable earnings as follows:

Increase (Decrease)
Paid-in Capital	Total Distributable Earnings
$179	$(179)

As of September 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

Undistributed ordinary income	$	706,410
Undistributed long-term capital gains		1,610,538
Tax accumulated earnings (deficit)		2,316,948
Accumulated capital and other losses		-
Unrealized appreciation (depreciation) on investments		11,787,539
Unrealized deferred compensation		(10,946	)
Total accumulated earnings (deficit)	$	14,093,541

The tax character of the distributions paid during the fiscal years ended September 30, 2023 and September 30, 2022 were as follows:

Distribution paid from:	2023		2022
Ordinary income	$	-	$	-
Net long-term capital gains		7,914,148		-
Total distributions paid	$	7,914,148	$	-

15

Towle Deep Value Fund 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2023

Note 5 – Redemption Fee 

The Fund may impose a redemption fee of 2.00% of the total redemption amount on all shares redeemed within 90 days of purchase. For the year ended September 30, 2023 and for the year ended September 30, 2022, the Fund received $15,989 and $6,693, respectively, in redemption fees.

Note 6 – Investment Transactions 

For the year ended September 30, 2023, purchases and sales of investments, excluding short-term investments, were $59,457,338 and $59,771,077, respectively.

Note 7 – Shareholder Servicing Plan 

The Trust, on behalf of the Fund, has adopted a Shareholder Servicing Plan to pay a fee at an annual rate of up to 0.15% of average daily net assets of shares serviced by shareholder servicing agents who provide administrative and support services to their customers.

For the year ended September 30, 2023, shareholder servicing fees incurred are disclosed on the Statement of Operations.

Note 8 – Indemnifications 

In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects 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 Fund’s investments. These inputs are summarized into three broad Levels as described below:

● Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

● Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

● Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

16

Towle Deep Value Fund 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2023

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 September 30, 2023, in valuing the Fund’s assets carried at fair value:

	Level 1		Level 2**		Level 3**		Total
Investments
Common Stocks*	$	96,469,057	$	-	$	-	$	96,459,057
Short-Term Investments		3,161,811		-		-		3,161,811
Total Investments	$	99,630,868	$	-	$	-	$	99,630,868

* All common stocks held in the Fund are Level 1 securities. For a detailed break-out of common stocks by major sector classification, please refer to the Schedule of Investments.

** The Fund did not hold any Level 2 or Level 3 securities at period end.

Note 10 – Market Disruption and Geopolitical Risks  

Certain local, regional or global events such as war, acts of terrorism, the spread of infectious illnesses and/or other public health issues, or other events may have a significant impact on a security or instrument. These types of events and other like them are collectively referred to as “Market Disruptions and Geopolitical Risks” and they may have adverse impacts on the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. Some of the impacts noted in recent times include but are not limited to embargos, political actions, supply chain disruptions, restrictions to investment and/or monetary movement including the forced selling of securities or the inability to participate impacted markets. The duration of these events could adversely affect the Fund’s performance, the performance of the securities in which the Fund invests and may lead to losses on your investment. The ultimate impact of “Market Disruptions and Geopolitical Risks” on the financial performance of the Fund’s investments is not reasonably estimable at this time. Management is actively monitoring these events.

Note 11 - New Accounting Pronouncements and Regulatory Updates 

Effective January 24, 2023, the SEC adopted rule and form amendments to require mutual funds and exchange-traded funds (ETFs) to transmit concise and visually engaging streamlined annual and semiannual reports to shareholders that highlight key information deemed important for retail investors to assess and monitor their fund investments. Other information, including financial statements, will no longer appear in the funds’ streamlined shareholder reports but must be available online, delivered free of charge upon request, and filed on a semiannual basis on Form N-CSR. The rule and form amendments have a compliance date of July 24, 2024. At this time, management is evaluating the impact of these rule and form amendment changes on the content of the current shareholder report and the newly created annual and semiannual streamlined shareholder reports.

17

Towle Deep Value Fund 

NOTES TO FINANCIAL STATEMENTS - Continued 

September 30, 2023

In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. Rule 2a-5 will permit fund boards to designate certain parties to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act and the threshold for determining whether a fund must fair value a security. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and is rescinding previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Fund has adopted procedures in accordance with Rule 2a-5.

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848, which extends the period through December 31, 2024. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.

Note 12 – Events Subsequent to the Fiscal Period End 

The Fund has adopted financial reporting rules regarding subsequent events which require an entity to recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet. Management has evaluated the Fund’s related events and transactions that occurred through the date of issuance of the Fund’s financial statements. There were no events or transactions that occurred during this period that materially impacted the amounts or disclosures in the Fund’s financial statements.

18

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of 

Investment Managers Series Trust  

and the Shareholders of the Towle Deep Value Fund

Opinion on the Financial Statements 

We have audited the accompanying statement of assets and liabilities of the Towle Deep Value Fund (the “Fund”), a series of Investment Managers Series Trust, including the schedule of investments, as of September 30, 2023, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of September 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more of the funds in the Trust since 2007.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2023 by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

 

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

November 29, 2023

19

Towle Deep Value Fund 

SUPPLEMENTAL INFORMATION (Unaudited) 

Long-Term Capital Gain Designation 

For the period ended September 30, 2023, the Fund designates $7,914,148 as a 20% rate gain distribution for purposes of the dividends paid deduction.

Trustees and Officers Information 

Additional information about the Trustees is included in the Fund’s Statement of Additional Information which is available, without charge, upon request by calling 1-888-99TOWLE. The Trustees and officers of the Fund 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 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).	1	None.
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).	1	Select Sector SPDR Trust, a registered investment company (includes 11 portfolios).
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).	1	None.
James E. Ross a  (born 1965)  Trustee	Since December 2022	Non-Executive Chairman and Director, Fusion Acquisition Corp. II, a special purpose acquisition company (March 2021 – present); Non-Executive Chairman and Director, Fusion Acquisition Corp., a special purpose acquisition company (June 2020 – September 2021); Executive Vice President, State Street Global Advisors, a global asset management firm (2012 – March 2020); Chairman and Director, SSGA Funds Management, Inc., a registered investment advisor (2005 – March 2020); Chief Executive Officer, Manager and Director, SSGA Funds Distributor, LLC, a broker-dealer (2017 – March 2020).	1	SPDR Index Shares Funds, a registered investment company (includes 26 portfolios); SPDR Series Trust, a registered investment company (includes 125  portfolios); Select Sector SPDR Trust, a registered investment company (includes 11 portfolios); SSGA Active Trust, a registered investment company (includes 14 portfolios); Fusion Acquisition Corp II.

20

Towle Deep Value Fund 

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 by Trusteee
Interested Trustee:
Maureen Quill a*  (born 1963)  Trustee and President	Since June 2019	President, Investment Managers Series Trust (June 2014 – 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.; President, UMB Distribution Services (March 2013 – December 2020); Vice President, Investment Managers Series Trust (December 2013 – June 2014).	1	FPA Funds Trust (includes 2 portfolios), Bragg Capital Trust (includes 2 portfolios), FPA New Income, Inc. and FPA U.S. Core Equity Fund, Inc., each a registered investment company; Source Capital, Inc., a closed-end investment company.

21

Towle Deep Value Fund 

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 by Trusteee
Officers of the Trust:
Rita Dam b  (born 1966)  Treasurer and Assistant Secretary	Since December 2007	Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022).	N/A	N/A
Joy Ausili b  (born 1966)  Vice President, Assistant Secretary and Assistant Treasurer	Since March 2016	Co-Chief Executive Officer (2016 – present), and Vice President (2006 – 2015), Mutual Fund Administration, LLC; Co-President, Foothill Capital Management, LLC, a registered investment advisor (2018 – 2022); Secretary and Assistant Treasurer, Investment Managers Series Trust (December 2007 – March 2016).	N/A	N/A
Diane Drake b  (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).	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); and Vice President − Compliance, Morgan Stanley Investment Management (2000 − 2009).	N/A	N/A

a	Address for certain Trustees and certain officers: 235 West Galena Street, Milwaukee, Wisconsin 53212.
b	Address for 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.

c

Trustees and officers serve until their successors have been duly elected.

d

The Trust is comprised of 49 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 series managed by the same investment advisor. The Fund does not hold itself out as related to any other series within the Trust, for purposes of investment and investor services, nor does it share the same investment advisor with any other series

22

Towle Deep Value Fund 

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

e	“Other Directorships Held” includes only directorships 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.
*	Ms. Quill is an “interested person” of the Trust by virtue of her position with UMB Fund Services, Inc.

23

Towle Deep Value Fund 

SUPPLEMENTAL INFORMATION (Unaudited)- Continued

Board Consideration of Investment Advisory Agreement 

At an in-person meeting held on June 13-14, 2023, 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 the renewal of the investment advisory agreement (the “Advisory Agreement”) between the Trust and Towle & Co. (the “Investment Advisor”) with respect to the Towle Deep Value Fund series of the Trust (the “Fund”) for an additional one-year term from when it otherwise would expire. In approving renewal of the Advisory Agreement, the Board, including the Independent Trustees, determined that such renewal was in the best interests of the Fund and its shareholders.

Background 

In advance of the meeting, the Board received information about the Fund and the Advisory Agreement from the Investment Advisor and from 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 Investment Advisor’s organization and financial condition; information regarding the background, experience, and compensation structure of relevant personnel providing services to the Fund; information about the Investment Advisor’s compliance policies and procedures, disaster recovery and contingency planning, and policies with respect to portfolio execution and trading; information regarding the profitability of the Investment Advisor’s overall relationship with the Fund; reports comparing the performance of the Fund with returns of the Russell 2000 Value Index and a group of comparable funds (the “Peer Group”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”) from Morningstar, Inc.’s Small Value fund universe (the “Fund Universe”) for the one-, three-, five-, and ten-year periods ended March 31, 2023; and reports comparing the investment advisory fee and total expenses of the Fund with those of the Peer Group and Fund Universe. 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 renewal of the Advisory Agreement. In addition, the Board considered information reviewed by the Board during the year at other Board and Board committee meetings. No representatives of the Investment Advisor were present during the Board’s consideration of the Advisory Agreement, and the Independent Trustees were represented by their legal counsel with respect to the matters considered.

In renewing the 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.

Nature, Extent, and Quality of Services 

With respect to the performance results of the Fund, the meeting materials indicated that the Fund’s annualized total returns for the one-, three-, and ten-year periods were above the Peer Group and Fund Universe median returns and the Russell 2000 Value Index returns. For the five-year period, the Fund’s annualized total return was below the Russell Index return and the Peer Group and Fund Universe median returns by 0.74%, 1.10%, and 1.33%, respectively. The Trustees considered Broadridge’s observation that the Fund’s performance over the five-year period was negatively impacted the most by portfolio holdings in the technology and consumer staples sectors. The Trustees also considered the Investment Advisor’s explanation that the Fund’s underperformance over the five-year period was due in part to the challenging and extremely volatile period for deep value securities that began in late 2018.

The Board also considered the overall quality of services provided by the Investment Advisor to the Fund. In doing so, the Board considered the Investment Advisor’s specific responsibilities in day -to-day management and oversight of the Fund, as well as the qualifications, experience, and responsibilities of the personnel involved in the activities of the Fund. The Board also considered the overall quality of the organization and operations of the Investment Advisor, as well as its compliance structure. The Board and the Independent Trustees concluded that based on the various factors they had reviewed, the nature, overall quality, and extent of the management and oversight services provided by the Investment Advisor to the Fund were satisfactory. 

24 

Towle Deep Value Fund 

SUPPLEMENTAL INFORMATION (Unaudited)- Continued

Advisory Fee and Expense Ratio 

With respect to the advisory fee paid by the Fund, the meeting materials indicated that the annual investment advisory fee (gross of fee waivers) was lower than the Peer Group and Fund Universe medians. The Trustees considered that the Fund’s advisory fee is lower than the fees the Investment Advisor charges to manage separate accounts for institutional clients with similar objectives and policies as the Fund.

The annual total expenses paid by the Fund (net of fee waivers) for the Fund’s most recent fiscal year were lower than the Peer Group median, but higher than the Fund Universe median by 0.08%. The Trustees noted, however, that the average net assets of the Fund were significantly lower than the average net assets of corresponding classes of funds in the Fund Universe, and that certain of those other funds also had significant assets in other classes.

The Board and the Independent Trustees concluded that based on the factors they had reviewed, the compensation payable to the Investment Advisor under the Advisory Agreement was fair and reasonable in light of the nature and quality of the services the Investment Advisor provides to the Fund.

Profitability, Benefits to the Investment Advisor, and Economies of Scale 

The Board next considered information prepared by the Investment Advisor relating to its costs and profits with respect to the Fund for the year ended March 31, 2023. Recognizing the difficulty in evaluating an investment advisor’s profitability with respect to the funds it manages in the context of an advisor with multiple lines of business, and noting that other profitability methodologies might also be reasonable, the Board and the Independent Trustees concluded that the profit of the Investment Advisor from its relationship with the Fund was reasonable.

The Board also considered the benefits received by the Investment Advisor as a result of the Investment Advisor’s relationship with the Fund, other than the receipt of its investment advisory fee, including any research received from broker-dealers providing execution services to the Fund, the beneficial effects from the review by the Trust’s Chief Compliance Officer of the Investment Advisor’s compliance program, the intangible benefits of the Investment Advisor’s association with the Fund generally, and any favorable publicity arising in connection with the Fund’s performance. The Trustees noted that although there were no advisory fee breakpoints, the asset level of the Fund was not currently likely to lead to significant economies of scale, and that any such economies would be considered in the future as the assets of the Fund grow.

Conclusion 

Based on these and other factors, the Board and the Independent Trustees concluded that renewal of the Advisory Agreement was in the best interests of the Fund and its shareholders and, accordingly, approved the renewal of the Advisory Agreement. 

25 

Towle Deep Value Fund 

SUPPLEMENTAL INFORMATION (Unaudited) - Continued

Statement Regarding Liquidity Risk Management Program 

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”), to promote effective liquidity risk management throughout the open-end investment company industry, thereby reducing the risk that funds will be unable to meet their redemption obligations and mitigating dilution of the interests of fund shareholders.

The Board of Trustees (the “Board”) of Investment Managers Series Trust (the “Trust”) met on June 13-14, 2023 (the “Meeting”), to review the liquidity risk management program (the “Fund Program”) applicable to the Towle Deep Value Fund series of the Trust (the “Fund”) pursuant to the Liquidity Rule. The Board has appointed Towle & Co., the investment adviser to the Fund, as the program administrator (“Program Administrator”) for the Fund Program. Under the Trust’s liquidity risk management program (the “Trust Program”), the Board has delegated oversight of the Trust Program to the Liquidity Oversight Committee (the “Oversight Committee”). At the Meeting, the Oversight Committee, on behalf of Program Administrator and the Fund, provided the Board with a written report (the “Report”) that addressed the operation, adequacy, and effectiveness of implementation of the Fund Program, and any material changes to it for the period from April 1, 2022, through March 31, 2023 (the “Program Reporting Period”).

In assessing the adequacy and effectiveness of implementation of the Fund Program, the Report discussed the following, among other things: 

● The Fund Program’s liquidity classification methodology for categorizing the Fund’s investments;

● An overview of market liquidity for the Fund during the Program Reporting Period;

● The Fund’s ability to meet redemption requests;

● The Fund’s cash management;

● The Fund’s borrowing activity, if any, in order to meet redemption requests;

● The Fund’s compliance with the 15% limit of illiquid investments; and

● The Fund’s status as a primarily highly liquid fund (“PHLF”), the effectiveness of the implementation of the PHLF standard, and whether it would be appropriate for the Fund to adopt a highly liquid investment minimum (“HLIM”).

The Report stated that the Fund primarily holds assets that are defined under the Liquidity Rule as "highly liquid investments," and therefore the Fund is not required to establish an HLIM. Highly liquid investments are defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment. The Report also stated that there were no material changes made to the Fund Program during the Program Reporting Period.

In the Report, the Program Administrator concluded that (i) the Fund Program, as adopted and implemented, remains reasonably designed to assess and manage the Fund’s liquidity risk; (ii) the Fund continues to qualify as a PHLF and therefore is not required to adopt an HLIM; (iii) during the Program Reporting Period, the Fund was able to meet redemption requests without significant dilution of remaining investors’ interests in the Fund; and (iv) there were no weaknesses in the design or implementation of the Fund Program during the Program Reporting Period.

There can be no assurance that the Fund Program will achieve its objectives in the future. Please refer to the Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

26 

Towle Deep Value Fund 

EXPENSE EXAMPLE 

For the Six Months Ended September 30, 2023 (Unaudited)

Expense Example 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Fund 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 April 1, 2023 through September 30, 2023.

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 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 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.

	Beginning  Account Value	Ending  Account Value	Expenses  Paid During Period*
	4/1/23	9/30/23	4/1/23 – 9/30/23
Actual Performance	$1,000.00	$1,005.80	$5.54
Hypothetical (5% annual return before expenses)	1,000.00	1,019.55	5.58

* Expenses are equal to the Fund’s annualized expense ratio of 1.10% multiplied by the average account value over the period, multiplied by 183/365 (to reflect the six-month period). Assumes all dividends and distributions were reinvested.

27 

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Towle Deep Value Fund 

A series of Investment Managers Series Trust

Investment Advisor 

Towle & Co. 

50 South Steele Street, Suite 1000 

Denver, Colorado 80209

Independent Registered Public Accounting Firm 

Tait, Weller & Baker LLP 

Two Liberty Place 

50 South 16th Street, Suite 2900 

Philadelphia, Pennsylvania 19102

Custodian 

UMB Bank, n.a. 

928 Grand Boulevard, 5^th 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.acaglobal.com

FUND INFORMATION

	TICKER	CUSIP
Towle Deep Value Fund	TDVFX	461 418 360

Privacy Principles of the Fund for Shareholders 

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

Generally, the Fund does not receive any non-public personal information relating to its shareholders, although certain non-public personal information of its shareholders may become available to the Fund. The Fund does not disclose any non-public personal information about its shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator).

This report is sent to shareholders of the Towle Deep Value Fund for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.

Proxy Voting Policies and Procedures 

A description of the Fund’s proxy voting policies and procedures related to portfolio securities is available without charge, upon request, by calling the Fund at 1-888-99TOWLE (888-998-6953) or on the U.S. Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

Proxy Voting Record 

Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by calling 1-888-99TOWLE (888-998-6953) or by accessing the Fund’s Form N-PX on the SEC’s website at www.sec.gov.

Fund Portfolio Holdings 

The Fund files a complete schedule of its 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 Fund’s Form N-PORT on the SEC’s website at www.sec.gov.

Prior to the use of Form N-PORT, the Fund filed its complete schedule of portfolio holdings with the SEC on Form N-Q, which is available online at www.sec.gov

Householding 

The Fund 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 Fund at 1-888-99TOWLE (888-998-6953).

Towle Deep Value Fund 

P.O. Box 2175 

Milwaukee, WI 53201 

Toll Free: 1-888-99TOWLE (888-998-6953)

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 1-888-99TOWLE (888-998-6953).

Item 3. Audit Committee Financial Expert.

The registrant’s board of trustees has determined that there is at least one audit committee financial expert serving on its audit committee. William H. Young is the “audit committee financial expert” and is considered to be “independent” as each term is defined in Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years. "Audit services" refer to performing an audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. "Audit-related services" refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. "Tax services" refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. There were no "other services" provided by the principal accountant. The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

	FYE 09/30/2023	FYE 09/30/2022
Audit Fees	$  16,650	$  16,100
Audit-Related Fees	N/A	N/A
Tax Fees	$  2,800	$  2,800
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 09/30/2023	FYE 09/30/2022
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 09/30/2023	FYE 09/30/2022
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. Schedule of 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	12/08/2023

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	12/08/2023
By (Signature and Title)	/s/ Rita Dam
	Rita Dam, Treasurer/Chief Financial Officer
Date	12/08/2023