Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (n-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21719

INVESTMENT MANAGERS SERIES TRUST

(Exact name of registrant as specified in charter)

803 W. Michigan Street

Milwaukee, WI 53233

(Address of principal executive offices) (Zip code)

Constance Dye Shannon

UMB Fund Services, Inc.

803 West Michigan Street

Milwaukee, WI 53233

(Name and address of agent for service)

Registrant’s telephone number, including area code: (414) 299-2295

Date of fiscal year end: August 31

Date of reporting period: May 31, 2013

Item 1. Schedule of Investments.

GaveKal Knowledge Leaders Fund

SCHEDULE OF INVESTMENTS

As of May 31, 2013 (Unaudited)

Number of Shares			Value
		COMMON STOCKS – 59.4%
		CONSUMER DISCRETIONARY – 9.8%
	54,440	Lowe's Cos., Inc.	$	2,292,468
	53,530	Mattel, Inc.		2,395,468
	20,460	NIKE, Inc. - Class B		1,261,564
	38,600	Omnicom Group, Inc.		2,398,218
	14,900	Shimano, Inc.		1,147,515
	41,190	Time Warner, Inc.		2,404,260
	36,580	Viacom, Inc. - Class B		2,410,256
				14,309,749

		CONSUMER STAPLES – 16.7%
	54,404	Coca-Cola Co.		2,175,616
	40,940	Colgate-Palmolive Co.		2,367,970
	35,510	FamilyMart Co., Ltd.		1,439,451
	30,250	Heineken N.V.		2,104,396
	14,520	Henkel A.G. & Co. KGaA		1,181,002
	14,350	L'Oreal S.A.		2,418,930
	22,100	Lawson, Inc.		1,607,688
	29,780	PepsiCo, Inc.		2,405,330
	28,460	Procter & Gamble Co.		2,184,590
	31,250	Reckitt Benckiser Group PLC		2,234,484
	52,480	Seven & I Holdings Co., Ltd.		1,782,591
	31,520	Wal-Mart Stores, Inc.		2,358,957
				24,261,005

		HEALTH CARE – 22.2%
	30,620	Abbott Laboratories		1,122,835
	41,520	Astellas Pharma, Inc.		2,120,268
	31,480	Baxter International, Inc.		2,213,988
	19,110	Becton, Dickinson and Co.		1,884,628
	61,434	Bristol-Myers Squibb Co.		2,826,578
	20,430	C.R. Bard, Inc.		2,106,129
	16,880	Celgene Corp. *		2,087,212
	100,700	Chugai Pharmaceutical Co., Ltd.		2,017,480
	40,190	Eli Lilly & Co.		2,136,500
	29,930	Getinge A.B. - B Shares		894,468
	40,160	Gilead Sciences, Inc. *		2,187,917
	24,520	Henry Schein, Inc. *		2,361,031
	19,420	Hisamitsu Pharmaceutical Co., Inc.		950,005
	28,530	Johnson & Johnson		2,401,656
	78,930	Pfizer, Inc.		2,149,264
	21,700	Sysmex Corp.		1,423,646
	18,480	Zimmer Holdings, Inc.		1,450,865
				32,334,470

GaveKal Knowledge Leaders Fund

SCHEDULE OF INVESTMENTS - Continued

As of May 31, 2013 (Unaudited)

Number of Shares			Value
		COMMON STOCKS (Continued)
		INDUSTRIALS – 4.9%
	23,310	Cintas Corp.	$	1,064,218
	61,130	Experian PLC		1,124,190
	21,540	Lockheed Martin Corp.		2,279,578
	181,940	Southwest Airlines Co.		2,578,090
				7,046,076

		INFORMATION TECHNOLOGY – 5.8%
	26,060	Adobe Systems, Inc. *		1,118,235
	66,880	CA, Inc.		1,826,493
	2,040	Google, Inc. - Class A *		1,775,636
	26,810	SAP A.G.		2,006,349
	46,900	Synopsys, Inc. *		1,709,505
				8,436,218

		TOTAL COMMON STOCKS (Cost $73,098,705)		86,387,518

Principal Amount

		SHORT-TERM INVESTMENTS – 40.4%
$	58,673,685	UMB Money Market Fiduciary, 0.01% 1		58,673,685

		TOTAL SHORT-TERM INVESTMENTS (Cost $58,673,685)		58,673,685

		TOTAL INVESTMENTS – 99.8% (Cost $131,772,390)		145,061,203
		Other Assets in Excess of Liabilities – 0.2%		339,812

		TOTAL NET ASSETS – 100.0%	$	145,401,015

PLC – Public Limited Company

* Non-income producing security.

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

See accompanying Notes to Schedule of Investments.

GaveKal Knowledge Leaders Fund

NOTES TO SCHEDULE OF INVESTMENTS

May 31, 2013 (Unaudited)

Note 1 – Organization

GaveKal Knowledge Leaders Fund (formerly known as GaveKal Platform Company Fund) (the ‘‘Fund’’) was organized as a 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 provide long-term capital growth. The Fund commenced investment operations on September 30, 2010, with two classes of shares, Advisor Class and Institutional Class.

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 (“OTC”) market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if there are no sales, at the mean between the last available bid and asked prices on that day. Securities traded on the NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”). Debt securities are valued at the mean between the last available bid and asked prices for such securities, or if such prices are not available, at prices for securities of comparable maturity, quality and type. All other types of securities, including restricted securities and securities for which market quotations are not readily available, are valued at fair value as determined in accordance with procedures established in good faith by the Board of Trustees. Short-term securities with remaining maturities of sixty days or less are valued at amortized cost, which approximates market value.

A Fund’s assets are valued at their fair market value. If a market quotation 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) 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 are subsequently reviewed by the Board at its next regularly scheduled board meeting. The Valuation Committee meets as needed. The Valuation Committee is comprised of all the Trustees but action may be taken by any one of the Trustees.

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

(b) Foreign Currency Translation

The Fund’s records are maintained in U.S. dollars. The value of securities, currencies and other assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars based upon foreign exchange rates prevailing at the end of the reporting period. The currencies are translated into U.S. dollars by using the exchange rates quoted at the close of the London Stock Exchange prior to when the Fund’s NAV is next determined. Purchases and sales of investment securities, income and expenses are translated on the respective dates of such transactions.

GaveKal Knowledge Leaders Fund

NOTES TO SCHEDULE OF INVESTMENTS - Continued

May 31, 2013 (Unaudited)

The Fund does not isolate that portion of its net realized and unrealized gains and losses on investments resulting from changes in foreign exchange rates from the impact arising from changes in market prices. Such fluctuations are included with net realized and unrealized gain or loss from investments and foreign currency.

Net realized foreign currency transaction gains and losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the differences between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign currency translation gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, resulting from changes in the exchange rates.

Note 3 – Federal Income Taxes

At May 31 2013, the cost of investments on a tax basis and gross unrealized appreciation and (depreciation) on investments and foreign currency translations for federal income tax purposes were as follows:

Cost of investments	$	131,781,170

Gross unrealized appreciation	$	13,566,766
Gross unrealized depreciation		(286,733	)

Net unrealized appreciation on investments and foreign currency translations	$	13,280,033

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

Note 4 –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 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.

GaveKal Knowledge Leaders Fund

NOTES TO SCHEDULE OF INVESTMENTS - Continued

May 31, 2013 (Unaudited)

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

The inputs used to measure fair value may fall into different Levels of the fair value hierarchy. In such cases, for disclosure purposes, the Level in the fair value hierarchy within which the fair value measurement falls in its entirety, is determined based on the lowest Level input that is significant to the fair value measurement in its entirety.

In addition, the Fund has adopted Accounting Standards Update No. 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs which amends Fair Value Measurements and Disclosures to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards. Enhanced disclosure is required to detail any transfers in to and out of Level 1 and Level 2 measurements and Level 2 and Level 3 measurements and the reasons for the transfers.

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 May 31, 2013, in valuing the Fund’s assets carried at fair value:

	Level 1		Level 2 *		Level 3 **		Total
Investments
Common Stocks
Consumer Discretionary	$	13,162,234	$	1,147,515	$	-	$	14,309,749
Consumer Staples		11,492,463		12,768,542		-		24,261,005
Health Care		24,928,603		7,405,867		-		32,334,470
Industrials		5,921,886		1,124,190		-		7,046,076
Information Technology		6,429,869		2,006,349		-		8,436,218
Short-Term Investments		58,673,685		-		-		58,673,685
Total Investments	$	120,608,740	$	24,452,463	$	-	$	145,061,203

In accordance with procedures established by, and under the general supervision of the Funds’ Board of Trustees, the values of certain equity securities listed or traded on foreign security exchanges may be adjusted due to changes in the value of U.S.-traded securities. In this circumstance, $24,452,463 of investment securities were classified as Level 2 instead of Level 1.

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

Transfers are recognized at the end of the reporting period. There were no transfers at period end.

Item 2. Controls and Procedures.

(a)

The Registrant’s President/Chief Executive Officer and Treasurer/Chief Financial Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(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 Registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 3. Exhibits.

Separate certifications for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)). Filed 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:		GaveKal Knowledge Leaders Fund, a series of the Investment Managers Series Trust

By:		/s/ John P. Zader
Title:		John P. Zader, President

Date:		7/30/13

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.