M&A - Investment Managers Series Trust

Form Type: 497

Filing Date: 2025-07-11

Corporate Action: Merger

Type: New

Accession Number: 000139834425013046

Filing Summary: The Board of Trustees of Investment Managers Series Trust has approved a Plan of Reorganization for the Bahl & Gaynor Income Growth Fund (the Target Fund), proposing its reorganization into the Bahl & Gaynor Income Growth ETF (the Acquiring Fund). This action is subject to shareholder approval. The Acquiring Fund has similar investment objectives and strategies as the Target Fund, with Bahl & Gaynor, Inc. serving as the investment advisor for both. The reorganization involves transferring all assets from the Target Fund to the Acquiring Fund in exchange for shares and cash for fractional shares. Shareholders will receive shares of the Acquiring Fund valued at their Target Fund holdings prior to reorganization. The reorganization is expected to have no gain or loss recognition for federal tax purposes, except for cash received for fractional shares. Bahl & Gaynor will bear reorganization costs. Target Fund shareholders must hold shares in a brokerage account eligible for ETF trading to receive Acquiring Fund shares; those ineligible will receive cash distributions that may trigger tax implications. A shareholder meeting will be convened for voting on the Plan, with expected implementation in Q4 2025. Proxy materials will provide further details on the process.

Form Type: 497

Filing Date: 2025-06-04

Corporate Action: Merger

Type: Update

Accession Number: 000121390025051220

Filing Summary: The document details a Supplement dated June 4, 2025, concerning a proposed reorganization of the Palmer Square Income Plus Fund and the Palmer Square Ultra-Short Duration Investment Grade Fund, both series of Investment Managers Series Trust. The Board of Trustees has approved an Agreement and Plan of Reorganization for each Target Fund, which will merge into corresponding newly created series of Palmer Square Funds Trust, referred to as the Acquiring Funds. This reorganization is pending shareholder approval and other standard closing conditions. The Acquiring Funds will maintain the same investment objectives and principal strategies as their corresponding Target Funds, and Palmer Square Capital Management LLC will continue as the investment advisor for the Acquiring Funds. Shareholders will receive shares in the Acquiring Funds equal in value to their current shares in the Target Funds. The reorganization is not expected to incur recognition of gain or loss for income tax purposes. Costs related to the reorganization will be absorbed by Palmer Square Capital. A shareholder meeting will be convened for voting on the Plan, and the reorganizations are anticipated to be effective around the end of the third quarter of 2025.