AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 24, 2014
REGISTRATION NOS. 333 -122901
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | [ ] |
| PRE-EFFECTIVE AMENDMENT NO. | [ ] |
POST-EFFECTIVE AMENDMENT NO. 570 | [X] |
| AND/OR | |
| | |
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | [ ] |
AMENDMENT NO. 583 | [X] |
INVESTMENT MANAGERS SERIES TRUST
(Exact Name of Registrant as Specified in Charter)
235 W. Galena Street
Milwaukee, WI 53212
(Address of Principal Executive Offices, including Zip Code)
Registrant's Telephone Number, Including Area Code: (414) 299-2295
Constance Dye Shannon
UMB Fund Services, Inc.
235 W. Galena Street
Milwaukee, WI 53212
(Name and Address of Agent for Service)
COPIES TO:
Michael Glazer, Esq.
Bingham McCutchen LLP
355 South Grand Avenue, Suite 4400
Los Angeles, CA 90071-3106
It is proposed that this filing will become effective upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment No. 570 to the Registration Statement on Form N-1A (File No. 333-122901) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding the investment advisory agreement exhibit to such Registration Statement. Accordingly, this Post-Effective Amendment No. 570 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 570 hereby incorporates by reference Part A and Part B from the Registrant’s Post-Effective Amendment No. 562 filed on October 10, 2014 for the Oak Ridge Large Cap Growth Fund and the Oak Ridge Small Cap Growth Fund series of the Registrant.
PART C: OTHER INFORMATION
Oak Ridge Funds
| | (a) | (1) Agreement and Declaration of Trust of Registrant (1) |
(2) Certificate of Trust (1)
(3) Amendment to Certificate of Trust (1)
(4) Amendment to Certificate of Trust (2)
(5) Amendment to Certificate of Trust (6)
(6) Amendment to Agreement and Declaration of Trust (2)
(7) Amendment to Agreement and Declaration of Trust (4)
(8) Amendment to Agreement and Declaration of Trust (5)
(9) Amendment to Agreement and Declaration of Trust (12)
(10) Certificate of Designation for the Oak Ridge Large Cap Growth Fund and the Oak Ridge Small Cap Growth Fund (13)
(b) Amended By-Laws of Registrant (5), (10)
(c) Instruments Defining Rights of Security Holders is incorporated by reference to Registrant’s Agreement and Declaration of Trust and Bylaws.
(d) Investment Advisory Agreement – filed herewith
(e) Distribution Agreement (8)
(1) Amendment to Distribution Agreement (15)
(f) Bonus or Profit Sharing Contracts is not applicable.
(g) Custody Agreement (3)
(h) Other Material Contracts
(1) Transfer Agency Agreement (5)
(2) Fund Accounting Agreement (5)
(i) Amended and Restated Fund Accounting Agreement (11)
(3) Co-Administration Agreement (5)
(i) Second Amended and Restated Co-Administration Agreement (11)
(4) Operating Expenses Limitation Agreement (15)
(5) Shareholder Service Plan – Not applicable
(i) Legal Opinion (15)
(j) Consent of Independent Registered Public Accounting Firm (15)
(k) Not applicable
(l) Initial Subscription Agreement (Form of) (15)
(m) Rule 12b-1 Plan (15)
(n) Rule 18f-3 Plan (15)
(o) Powers of Attorney (14)
(p) Code of Ethics
(1) Code of Ethics of the Trust (7)
(2) Code of Ethics of the Advisor (9)
__________________________________________________________________
(1) Previously filed in Registrant's Post-Effective Amendment No. 14 filed with the Commission on March 31, 2006.
(2) Previously filed in Registrant’s Post-Effective Amendment No. 29 filed with the Commission on December 5, 2007.
(3) Previously filed in Registrant’s Post-Effective Amendment No. 31 filed with the Commission on February 1, 2008.
(4) Previously filed in Registrant’s Post-Effective Amendment No. 33 filed with the Commission on March 14, 2008.
(5) Previously filed in Registrant’s Post-Effective Amendment No. 56 filed with the Commission on April 1, 2009.
(6) Previously filed in Registrant’s Post-Effective Amendment No. 73 filed with the Commission on December 30, 2009.
(7) Previously filed in Registrant’s Post-Effective Amendment No. 99 filed with the Commission on June 29, 2010.
(8) Previously filed in Registrant’s Post-Effective Amendment No. 297 filed with the Commission on December 26, 2012.
(9) Previously filed in Registrant’s Post-Effective Amendment No. 371 filed with the Commission on June 28, 2013.
(10) Previously filed in Registrant’s Post-Effective Amendment No. 436 filed with the Commission on December 20, 2013.
(11) Previously filed in Registrant’s Post-Effective Amendment No. 490 filed with the Commission on March 28, 2014.
(12) Previously filed in Registrant’s Post-Effective Amendment No. 494 filed with the Commission on March 28, 2014.
(13) Previously filed in Registrant’s Post-Effective Amendment No. 525 filed with the Commission on June 5, 2014.
(14) Previously filed in Registrant’s Post-Effective Amendment No. 558 filed with the Commission on September 30, 2014.
(15) Previously filed in Registrant’s Post-Effective Amendment No. 562 filed with the Commission on October 10, 2014.
| ITEM 29. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND |
See the Statement of Additional Information.
Pursuant to Del. Code Ann. Title 12 Section 3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its officers and Trustees from and against any and all claims and demands whatsoever.
Reference is made to Article 8, Section 8.4 of the Registrant's Agreement and Declaration of Trust, which provides:
Subject to the limitations, if applicable, hereinafter set forth in this Section 8.4, the Trust shall indemnify (from the assets of the Series or Series to which the conduct in question relates) each of its Trustees, officers, employees and agents (including Persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (hereinafter, together with such Person's heirs, executors, administrators or personal representative, referred to as a "Covered Person")) against all liabilities, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants' and counsel fees, incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, director or trustee, except with respect to any matter as to which it has been determined that such Covered Person (i) did not act in good faith in the reasonable belief that such Covered Person's action was in or not opposed to the best interests of the Trust; (ii) had acted with willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office (iii) for a criminal proceeding, had reasonable cause to believe that his conduct was unlawful (the conduct described in (i), (ii) and (iii) being referred to hereafter as "Disabling Conduct"). A determination that the Covered Person is entitled to indemnification may be made by (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Covered Person to be indemnified was not liable by reason of Disabling Conduct, (ii) dismissal of a court action or an administrative proceeding against a Covered Person for insufficiency of evidence of Disabling Conduct, or (iii) a reasonable determination, based upon a review of the facts, that the indemnity was not liable by reason of Disabling Conduct by (a) a vote of a majority of a quorum of Trustees who are neither "interested persons" of the Trust as defined in Section 2(a)(19) of the 1940 Act nor parties to the proceeding (the "Disinterested Trustees"), or (b) an independent legal counsel in a written opinion. Expenses, including accountants' and counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by one or more Series to which the conduct in question related in advance of the final disposition of any such action, suit or proceeding; provided that the Covered Person shall have undertaken to repay the amounts so paid to such Series if it is ultimately determined that indemnification of such expenses is not authorized under this Article 8 and (i) the Covered Person shall have provided security for such undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful advances, or (iii) a majority of a quorum of the disinterested Trustees, or an independent legal counsel in a written opinion, shall have determined, based on a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Pursuant to the Distribution Agreement between the Trust and IMST Distributors, LLC (the “Distributor”), the Trust has agreed to indemnify, defend and hold the Distributor, and each of its present or former directors, members, officers, employees, representatives and any person who controls or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act (“Distributor Indemnitees”), free and harmless (a) from and against any and all losses, claims, demands, liabilities, damages, charges, payments, costs and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages, charges, payments, costs or expenses and any counsel fees incurred in connection therewith) of any and every nature (“Losses”) which Distributor and/or each of the Distributor Indemnitees may incur under the 1933 Act, the 1934 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in the registration statement or any prospectus, an annual or interim report to shareholders or sales literature, or any amendments or supplements thereto, or arising out of or based upon any omission, or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Trust’s obligation to indemnify Distributor and any of the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with information relating to the Distributor and furnished to the Trust or its counsel by Distributor in writing for the purpose of, and used in, the preparation thereof; (b) from and against any and all Losses which Distributor and/or each of the Distributor Indemnitees may incur in connection with this Agreement or the Distributor’s performance hereunder, except to the extent the Losses result from the Distributor’s willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement, (c) from and against any and all Losses which Distributor and/or each of the Distributor Indemnitees may incur resulting from the actions or inactions of any prior service provider to the Trust or any Funds in existence prior to, and added to Schedule A after, the date of this Agreement, or (d) from and against any and all Losses which Distributor and/or each of the Distributor Indemnitees may incur when acting in accordance with instructions from the Trust or its representatives; and provided further that to the extent this agreement of indemnity may require indemnity of any Distributor Indemnitee who is also a trustee or officer of the Trust, no such indemnity shall inure to the benefit of such trustee or officer if to do so would be against public policy as expressed in the 1933 Act or the 1940 Act.
| ITEM 31. | BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER |
With respect to the Advisor, the response to this Item will be incorporated by reference to the Advisor’s Uniform Application for Investment Adviser Registration (Form ADV) on file with the Securities and Exchange Commission (“SEC”). The Advisor’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.
| ITEM 32. | IMST DISTRIBUTORS, LLC – Effective January 1, 2013 |
| | (a) | IMST Distributors, LLC (the “Distributor”) serves as principal underwriter for the following investment company registered under the Investment Company Act of 1940, as amended: |
| | 1. | Investment Managers Series Trust |
| | 2. | Investment Managers Series Trust II |
| | (b) | The following are the Officers and Managers of the Distributor. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101. |
| Name | Address | Position with Underwriter | Position with Registrant |
| Mark A. Fairbanks | Three Canal Plaza, Suite 100, Portland, ME 04101 | President | None |
| Richard J. Berthy | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President, Treasurer and Manager | None |
| Meredith F. Henning | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President and Chief Compliance Officer | None |
| Lisa S. Clifford | Three Canal Plaza, Suite 100, Portland, ME 04101 | Vice President and Managing Director of Compliance | None |
| Jennifer E. Hoopes | Three Canal Plaza, Suite 100, Portland, ME 04101 | Secretary | None |
| Nishant Bhatnagar | Three Canal Plaza, Suite 100, Portland, ME 04101 | Assistant Secretary | None |
| ITEM 33. | LOCATION OF ACCOUNTS AND RECORDS. |
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 are maintained at the following locations:
| Records Relating to: | Are located at: |
| Registrant’s Transfer Agent, Fund Accountant and Co-Administrator | UMB Fund Services, Inc. 235 W. Galena Street Milwaukee, WI 53212-3948 |
| Registrant’s Co-Administrator | Mutual Fund Administration, LLC 2220 E. Route 66, Suite 226 Glendora, California 91740 |
| Registrant’s Custodian | UMB Bank, n.a. 928 Grand Boulevard, 5th Floor Kansas City, Missouri, 64106 |
| Registrant’s Investment Advisor | Oak Ridge Investments, LLC 10 South LaSalle Street Chicago, Illinois 60603 |
| Registrant’s Distributor | IMST Distributors, LLC Three Canal Plaza, Suite 100 Portland, Maine 04101 |
| ITEM 34. | MANAGEMENT SERVICES |
Not applicable
Not applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee and State of Wisconsin, on the 24th day of October, 2014.
| | INVESTMENT MANAGERS SERIES TRUST | |
| | | | |
| | By: | /s/ Maureen Quill | |
| | | Maureen Quill, President | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed on the 24th day of October, 2014, by the following persons in the capacities set forth below.
| Signature | | Title |
† | | |
Ashley Toomey Rabun | | Trustee |
| † | | |
William H. Young | | Trustee |
| † | | |
Charles H. Miller | | Trustee |
| † | | |
| John P. Zader | | Trustee |
| † | | |
| Eric M. Banhazl | | Trustee and Vice President |
| | | |
| /s/ Maureen Quill | | |
Maureen Quill /s/ Rita Dam | | |
Rita Dam | | Treasurer and Principal Financial and Accounting Officer |
| † By | /s/ Rita Dam | | |
Attorney-in-fact, pursuant to power of attorney previously filedwith Post-Effective Amendment No. 558 on September 30, 2014.
EXHIBIT INDEX
| Exhibit | Exhibit No. |
| Investment Advisory Agreement | EX99.28(d) |
