Unassociated Document
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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the Registrant [x]
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Preliminary Proxy Statement.
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Definitive Proxy Statement.
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only
(as permitted by Rule 14a-6(e)(2))
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Investment Managers Series
Trust
(Name of
Registrant as Specified in Its Charter)
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INVESTMENT
MANAGERS SERIES TRUST
Advisory
Research All Cap Value Fund
Dear
Shareholder:
The
shareholders of the Advisory Research All Cap Value Fund series of Investment
Managers Series Trust (the “Trust”) are being asked to approve the appointment
by the Trust’s Board of Trustees of Advisory Research, Inc. as the investment
adviser to the Fund.
Advisory
Research has served as investment adviser to the Fund since the Fund commenced
operations on November 13, 2009. However, under the Investment
Company Act of 1940, the purchase of Advisory Research by Piper Jaffray
Companies will automatically terminate Advisory Research’s prior investment
advisory agreement with respect to the Fund. Under the Act, a new
investment advisory agreement for the Fund must be approved by a majority vote
of the outstanding voting securities of the Fund in order for Advisory Research
to continue serving as the Fund’s investment adviser.
The Board
of Trustees has concluded that appointing Advisory Research as the investment
adviser to the Fund would serve the best interests of the Fund and its
shareholders. The Board of Trustees recommends that you vote FOR the
appointment of Advisory Research after carefully reviewing the enclosed
materials.
Your vote is
important. Upon completing your review, please take a moment
to sign and return your proxy card in the enclosed postage paid return
envelope. If we do not hear from you after a reasonable amount of
time you may receive a telephone call from us reminding you to vote your
shares. On behalf of the Board of Trustees, we thank you for your
continued investment in the Advisory Research All Cap Value Fund.
Sincerely,
________________
INVESTMENT
MANAGERS SERIES TRUST
ADVISORY
RESEARCH ALL CAP VALUE FUND
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To
Be Held on __________________
A Special
Meeting of Shareholders of the Advisory Research All Cap Value Fund (the “Fund”)
will be held on __________________, at ______
a.m., local time, at ___________________________________________. At
the meeting, we will ask the shareholders to vote on:
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1.
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Appointment
of Advisory Research, Inc. as investment adviser to the Fund;
and
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2.
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Any
other matters that properly come before the
meeting.
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The Board
of Trustees of Investment Managers Series Trust (the “Trust”) has unanimously
approved Proposal 1. Please read the accompanying Proxy Statement for
a more complete discussion of the Proposal.
Shareholders
of the Fund of record as of the close of business on __________________, are
entitled to notice of, and to vote at, the special meeting or any adjournment
thereof.
You are
invited to attend the Special Meeting. If you cannot do so, please
complete and return in the enclosed postage paid return envelope the
accompanying proxy, which is being solicited by the Board of Trustees of the
Trust, as promptly as possible. This is important for the purpose of
ensuring a quorum at the special meeting. You may revoke your proxy
at any time before it is exercised by signing and submitting a revised proxy, by
giving written notice of revocation to the Trust at any time before the proxy is
exercised, or by voting in person at the special meeting.
By order
of the Board of Trustees
____________________
President
__________________,
2010
INVESTMENT
MANAGERS SERIES TRUST
PROXY
STATEMENT
TO
SHAREHOLDERS OF THE ADVISORY RESEARCH ALL CAP VALUE FUND
The Board
of Trustees of Investment Managers Series Trust (the “Trust”) is sending this
Proxy Statement to the shareholders of the Advisory Research All Cap Value Fund
series of the Trust (the “Fund”) in connection with the solicitation of voting
instructions for use at a special meeting of shareholders of the Fund (the
“Meeting”) for the purposes set forth below and in the accompanying Notice of
Special Meeting of Shareholders.
This
Proxy Statement is being mailed on or about ____________, 2010, to the
shareholders of the Fund of record as of ____________, 20__ (the “Record
Date”). Advisory Research, Inc. (“Advisory Research”) will bear the
expenses incurred in connection with preparing this Proxy
Statement. As of the Record Date, ____________ shares of the Fund
were issued and outstanding. Information on shareholders who owned
beneficially more than 5% of the shares of the Fund as of the Record Date is set
forth in Appendix A. To the knowledge of the Trust, the executive
officers and trustees of the Trust as a group owned less than 1% of the
outstanding shares of the Fund and of the Trust as of the Record
Date.
INTRODUCTION
On June
24, 2009, the Board of Trustees approved and appointed Advisory Research to
serve as investment adviser to the Fund, as well as four other funds that have
not yet commenced operations (together with the Fund, the “Advisory Research
Funds”). Advisory Research has served as the Fund’s investment
adviser since the Fund commenced operations on November 13, 2009. In
December, 2009, Advisory Research agreed to be acquired by Piper Jaffray
Companies (“Piper Jaffray”), and Advisory Research expects the acquisition to be
effective before March 1, 2010. Under the Investment Company Act of
1940, as amended (the “1940 Act”), the acquisition of Advisory Research by Piper
Jaffray Companies will automatically terminate Advisory Research’s prior
investment advisory agreement with respect to the Fund.
The Board
of Trustees of the Trust has approved a new investment advisory agreement with
Advisory Research (the “New Agreement”) effective on the date of closing of the
Piper Jaffray acquisition, to manage the Advisory Research Funds subject to
oversight by the Board of Trustees. The New Agreement has
substantially the same terms as the previous investment advisory agreement
between the Trust and Advisory Research.
The 1940
Act requires a new investment advisory agreement of a registered investment
company to be approved by a majority vote of the outstanding voting securities
of that investment company. Rule 15a-4 under the 1940 Act provides a
temporary exemption from the shareholder approval requirement for an interim
period of up to 150 days after termination of an advisory contract so long as
the advisory compensation paid during the interim period is no greater than the
compensation paid under the previous advisory agreement, and provided the
investment company’s board of trustees, including a majority of the independent
trustees, has approved the interim investment advisory
agreement. Pursuant to Rule 15a-4, the Board of Trustees has
appointed Advisory Research to serve as the investment adviser to the Fund and
is seeking to obtain shareholder approval of the New Agreement prior to
_________, 2010.
PROPOSAL
1: APPOINTMENT OF ADVISORY RESEARCH, INC.
The Board
of Trustees has approved Advisory Research as investment adviser to the Advisory
Research Funds. None of the Trustees are “interested persons” of the
Trust or Advisory Research, as defined in the 1940 Act.
At its
June 23 and June 24, 2009, meetings, in connection with its review of the
original investment advisory agreement with Advisory Research with respect to
the Advisory Research Funds (the “Initial Agreement”), the Board considered a
variety of matters including the background, education and experience of
Advisory Research’s key portfolio management and operational personnel; Advisory
Research’s overall financial strength and stability; its regulatory compliance
systems and procedures; its resources and related efforts to retain, attract and
motivate capable personnel to serve the Fund and the other Advisory Research
Funds; and the overall general quality and depth of Advisory Research’s
organization. The Board also reviewed Advisory Research’s investment
philosophies and processes as well as its brokerage, trading and soft dollar
practices.
The Board
reviewed information regarding the historical performance of Advisory Research’s
all cap value, small cap value and small/mid cap value composites as well as
Advisory Research’s micro cap value fund and international value fund limited
partnerships. The Board observed that Advisory Research’s all cap
value composite, which commenced July 1, 2002, had outperformed the Russell 3000
Value Index for the one-, three- and five-year and since-inception periods
ending March 31, 2009.
The Board
also reviewed information regarding the advisory fees proposed to be charged
under the Initial Agreement, as well as total expense information, as compared
to peer groups of mutual funds selected by Advisory Research. The
Board found the proposed advisory fees and the estimated total expenses of the
Fund and each other Advisory Research Fund to be reasonable and generally
consistent with those of its peer group of funds. The Board noted
that although the proposed advisory fees were greater than those fees for
separate accounts managed by Advisory Research, this appropriately reflected the
additional responsibilities associated with managing mutual
funds. The Board also noted that during the Advisory Research Funds’
startup periods, their asset levels would likely be too low to achieve
significant economies of scale and that the matter of such economies would be
reviewed in the future as the Funds’ assets grow.
The Board
also considered information relating to Advisory Research’s projected profits
with respect to the Fund and the other Advisory Research Funds during their
initial operations. The Board recognized that Advisory Research would
not receive benefits other than investment advisory fees as a result of its
relationship with the Fund and the other Advisory Research Funds, except the
intangible benefits of the favorable publicity arising in connection with the
Advisory Research Funds’ performance.
Based on
its review, including its consideration of each of the factors referred to
above, the Board concluded that the Initial Agreement provides for fair and
equitable compensation in light of the nature and quality of the services to be
provided by Advisory Research to each other Advisory Research Fund and their
respective shareholders.
The Board
also met on February 16, 2010, to consider the terms of the New
Agreement. At that meeting, the Board reviewed information regarding
Piper Jaffray and the transaction between Advisory Research and Piper
Jaffray. The Board noted Advisory Research’s indication that it did
not anticipate any material changes to its day-to-day portfolio management and
compliance operations, including any changes to personnel or infrastructure,
that would affect the services provided by Advisory Research to the Fund or the
other Advisory Research Funds following the acquisition by Piper
Jaffray. The Board also reviewed information about the performance of
the Fund since its commencement on November 13, 2009, noting that for the
one-month and since-inception periods ending January 31, 2010, the Fund had
outperformed the Russell 3000 Value Index.
Based on
its review, including its consideration of the fact that Advisory Research’s
compensation under the New Agreement is the same as its compensation under the
Initial Agreement, the Board concluded that the New Agreement provides for fair
and equitable compensation in light of the nature and quality of the services to
be provided by Advisory Research to the Fund and each other Advisory Research
Fund and their respective shareholders, and that approval of the Agreement was
in the best interest of the Fund and the other Advisory Research Funds and their
respective shareholders.
Information
Regarding Advisory Research, Inc.
Advisory
Research’s principal offices are located at Two Prudential Plaza, 180 N.
Stetson, Suite 5500, Chicago, Illinois 60601. Following the closing
of the acquisition, Advisory Research will be wholly owned by Advisory Research
Holdings, Inc., a wholly-owned subsidiary of Piper Jaffray Asset Management,
Inc. Piper Jaffray Asset Management, Inc. is wholly owned by Piper
Jaffray Investment Management, Inc., a wholly-owned subsidiary of Piper Jaffray
Companies. Piper Jaffray Companies is a publicly traded international
middle market investment firm.
Advisory
Research has been providing investment management services to individual and
institutional clients since 1974 and as of December 21, 2009, managed assets of
approximately $5.5 billion.
The names
and principal occupations of each principal executive officer and director of
Advisory Research, all located at Two Prudential Plaza, 180 N. Stetson, Suite
5500, Chicago, Illinois 60601, are listed below:
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Name
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Principal
Occupation/Title
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Brien
M. O’Brien
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Chief
Executive Officer
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David
Heller
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President
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Chris
D. Crawshaw
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Managing
Director,
Secretary
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Advisory Research does not serve as
adviser or sub-adviser to any other mutual funds with the same investment
objective as the Fund.
Terms
of the Advisory Agreement
The terms
of the New Agreement are substantially the same as the terms of the Initial
Agreement, except that, as required under the 1940 Act, the New Agreement will
terminate with respect to the Fund 150 days after its effective date unless it
is approved by a majority of the shareholders of the Fund.
If
approved by the shareholders of the Fund, the New Agreement would continue in
force with respect to the Fund until ________________, 2012, unless sooner
terminated as provided in the New Agreement. The New Agreement would
continue in force from year to year thereafter with respect to the Fund so long
as it is specifically approved for the Fund at least annually in the manner
required by the 1940 Act.
The New
Agreement would automatically terminate in the event of its assignment (as
defined in the 1940 Act). The New Agreement could be terminated by
the Trust at any time as to any Advisory Research Fund without the payment of
any penalty, upon giving Advisory Research 60 days’ notice, provided that such
termination shall be directed by the Board or by a vote of the holders of a
majority of the voting securities of such Advisory Research Fund. The
New Agreement could also be terminated by Advisory Research on 60 days’ written
notice.
Under the
Initial Agreement and the New Agreement, Advisory Research would be entitled to
an annual fee of 1.00% of the average daily net assets of each Advisory Research
Fund, including the Fund. During the fiscal period ended December 31,
2009, Advisory Research earned $ 2,904 in advisory fees with respect to the
Fund. However, Advisory Research has contractually agreed to waive
its management fee and to absorb operating expenses to the extent necessary to
limit the Fund’s total annual fund operating expenses (excluding taxes, leverage
interest, brokerage commissions, dividend expenses on short sales, acquired fund
fees and expenses, expenses incurred in connection with any merger or
reorganization, and extraordinary expenses such as litigation) to
1.20%. This agreement will remain in effect until October 1,
2010. Advisory Research is permitted to seek reimbursement from the
Fund of previously waived fees or reimbursements to the Fund for three years
from the date fees were waived or Fund expenses were paid if such repayment can
be achieved within the Fund’s expense limit in effect at the time such expense
was incurred and if certain other conditions are satisfied. Pursuant
to this expense limitation agreement, Advisory Research waived its advisory fees
and reimbursed the Fund $ 17,967 during the fiscal period ended December
31, 2009.
Required
Vote
Approval
of the appointment of Advisory Research as investment adviser to the Fund will
require the vote of a “majority of the outstanding voting securities of the
Fund” as defined in the 1940 Act. This means the lesser of (1) 67% or
more of the shares of the Fund present at the Meeting if the owners of more than
50% of the Fund’s shares then outstanding are present in person or by proxy, or
(2) more than 50% of the outstanding shares of the Fund entitled to vote at the
Meeting. If the appointment of Advisory Research is not approved, the
Board of Trustees will take appropriate action to ensure continuity of
management of the Fund after reviewing the available alternatives, which may
include approving another investment adviser or liquidating the
Fund.
THE
BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF THE FUND APPROVE THE
ADVISORY AGREEMENT BETWEEN THE TRUST AND ADVISORY RESEARCH.
VOTING
PROCEDURES
How
to Vote
This
proxy is being solicited by the Board of Trustees of the Fund. You
can vote by mail or in person at the Meeting.
To vote
by mail, sign and send us the enclosed Proxy voting card in the postage paid
return envelope provided. If you vote by Proxy, you can revoke your
Proxy by notifying the Secretary of the Trust in writing, or by returning a
Proxy with a later date. You also can revoke a Proxy by voting in
person at the Meeting. Even if you plan to attend the Meeting and
vote in person, please return the enclosed Proxy card. This will help
us ensure that an adequate number of shares are present at the
Meeting.
Proxy
Solicitation
In
addition to the solicitation of proxies by mail, officers of the Fund and
officers and employees of Advisory Research,
without additional compensation, may solicit proxies in person or by
telephone.
Quorum
and Voting Requirements
The
presence in person or by proxy of one third of the outstanding shares of the
Fund entitled to vote will constitute a quorum for the Meeting. If a
quorum is not present, sufficient votes are not received by the date of the
Meeting, or the holders of shares present in person or by proxy determine to
adjourn the Meeting for any other reason, a person named as proxy may propose
one or more adjournments from time to time to permit further solicitation of
proxies. The Fund will count all shares represented by proxies that
reflect abstentions and “broker non-votes” (i.e., shares held by brokers
or nominees as to which instructions have not been received from the beneficial
owners or the person entitled to vote, and the broker or nominee does not have
discretionary voting power on the matter) as shares that are present and
entitled to vote for purposes of determining a quorum. A majority of
shares represented at the meeting can adjourn the meeting. The
persons named as proxies will vote in favor of adjournment those shares which
they represent if adjournment is necessary to obtain a quorum or to obtain a
favorable vote on any proposal. “Broker non-votes” and abstentions
will have the effect of votes against adjournment.
The Fund
will count the number of votes cast “for” approval of the New Agreement to
determine whether sufficient affirmative votes have been
cast. Assuming the presence of a quorum, abstentions and broker
non-votes have the effect of negative votes.
Information
Regarding the Officers and Trustees of the Trust
No
officers or Trustees of the Trust are officers, employees, directors, general
partners or shareholders of Advisory Research or Piper Jaffray. In
addition, since November 1, 2008, the beginning of the Trust’s last fiscal year,
no Trustee has had, directly or indirectly, a material interest, material
transaction or material proposed transaction to which Advisory Research or Piper
Jaffray, any of their parents or subsidiaries, or any subsidiaries of a parent
of any such entities, was or is to be a party.
GENERAL
INFORMATION
The
principal executive offices of the Trust are located at 803 West Michigan
Street, Milwaukee, Wisconsin 53233. Mutual Fund Administration
Corporation, 2220 E. Route 66, Suite 226,Glendora, California 91740 serves as
the Trust’s co-administrator, and UMB Fund Services, Inc., 803 West Michigan
Street, Milwaukee, Wisconsin 53233, serves as the Trust’s other
co-administrator, transfer agent, and fund accountant. The Trust’s principal underwriter is
Grand Distribution Services, LLC, 803 West Michigan Street, Milwaukee, Wisconsin
53233. UMB Bank National Association, 928 Grand Blvd, 5th Floor,
Kansas City, Missouri 64106, serves as the custodian for the portfolio
securities, cash and other assets of the Trust. Counsel to the Trust
is Bingham McCutchen LLP, 355 South Grand
Avenue, Suite 4400, Los Angeles, California 90071.
The
Trust will furnish, without charge, a copy of the most recent annual report and
semi-annual report to shareholders of the Advisory Research Funds upon request,
once those reports become available. Requests for such reports should be
directed to Advisory Research Funds, c/o UMB Fund Services, Inc., 803 West
Michigan Street, Milwaukee, Wisconsin 53233-2301, or by calling
1-888-665-1414.
APPENDIX
A
Shareholders
Owning Beneficially or of Record More than 5%
of
the Advisory Research All Cap Value Fund
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Shareholder
Name and Address
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Number
of Shares Owned
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Percentage
of Shares Owned as of _______________, 20__
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%
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PROXY
CARD
INVESTMENT
MANAGERS SERIES TRUST
ADVISORY
RESEARCH ALL CAP VALUE FUND
This
proxy is solicited by the Board of Trustees of Investment Managers Series Trust
(the “Trust”) for use at a special meeting of shareholders of the Advisory
Research All Cap Value Fund series of the Trust (the “Fund”) to be held on
___________, 2010.
The
undersigned hereby appoints ____________ and ____________, and each of them, as
attorneys and proxies of the undersigned, with the power of substitution and
resubstitution, to attend, and to vote all shares of the Advisory Research All
Cap Value Fund, at the above-referenced meeting of shareholders and any
adjournment or adjournments thereof, and to vote all shares of the Fund that the
undersigned may be entitled to vote with respect to the proposals in accordance
with the specifications indicated, if any, and with all the powers which the
undersigned would possess if personally present, hereby revoking any prior proxy
to vote at such meeting. The undersigned hereby acknowledges receipt of the
notice of special meeting of shareholders of the Fund and the proxy statement
dated ___________, 2010.
Note:
Please sign exactly as name(s) appear(s) hereon. Corporate or
partnership proxies should be signed in full corporate or partnership name by an
authorized officer. Each joint owner should sign
personally. When signing as a fiduciary, please give full title as
such.
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__________________________________
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__________________________________
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Signature
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Signature
of joint owner, if any
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__________________________________
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__________________________________
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Name
of owner (printed)
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Name
of joint owner (printed)
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_____________________________,
2010
Date
VOTE
THIS PROXY CARD TODAY!
This
proxy will be voted as specified below with respect to the action to be taken on
each of the following proposals. In the absence of any specification, this proxy
will be voted in favor of each proposal. The Board of Trustees recommends that
you vote FOR each of the proposals below.
TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.
Example:
[X]
1. To
appoint Advisory Research, Inc. as investment adviser to the Fund.
FOR AGAINST ABSTAIN
/ / / / / /
2. In
their discretion, on any other matter that may properly come before the
meeting.
PLEASE
MARK, SIGN, DATE AND RETURN THIS
PROXY
CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID
ENVELOPE OR BY FAX TO ________________.