Investment Managers Series Trust (EPHCX) CORRESPCorrespondence with SEC

INVESTMENT MANAGERS SERIES TRUST

INVESTMENT MANAGERS SERIES TRUST II

235 W. Galena Street

Milwaukee, Wisconsin 53212

VIA EDGAR

July 23, 2021

Mr. David Manion

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE
Washington, DC 20549

This letter summarizes the comments provided by Mr. David Manion of the staff of the Securities and Exchange Commission (the “Commission”) by telephone on June 7, 2021, regarding Sarbanes Oxley Act review of shareholder reports on Form N-CSR for below funds (each a “Fund” and collectively, the “Funds”) covering years ended June 30, 2020 through January 31, 2021. Responses to all the comments are included below:

Response: The Registrant will report variation margins on futures contracts in future reports.

Response: The Fund holds U.S. T-bills, collateral required for foreign forward currency exchange contracts, in a segregated account with its custodian. The $7 million cash represent proceeds from the maturity of a U.S. T-bill held in the segregated account. The $7 million cash has been transferred or moved out of the segregated account into the Fund’s primary custody account.

Response: The Registrant confirms that the “Principal Amount” reported were in local currencies. Due to a system upgrade/change to the administrator financial reporting application, the coding for “local currencies” was missing. The Fund’s administrator has confirmed that the proper coding has been fixed in its financial reporting application and will also add the phrase “in Local Currency” to the “Principal Amount” column header in future reports.

Response: The Registrants will ensure the fund is clearly identified at the beginning of the MDFP in future reports.

Response: The Fund has corrected the report link on its website and added procedures to test or verify the accuracy of the report link after each posting.

Response: A fund typically had to pay certain costs such as legal fees or various state registration fees prior to its commencement of operations. As the fund has not yet commence operations and had no assets at the time, the advisor will pay for these fund expenses and seek reimbursement from the fund after it commences operations and have assets. The “Due to Advisor” amount represents legal and registration fees the Advisor paid on behalf of the Fund prior to its commencement of operations.

Response: The First Matrix security is an interest only bond backed by small business loans. It was purchased at $0.6767 with a total cost of $6,456. The bond did not make any interest payments during the year.

Response: The Fund was a holder of the Class A-2 Notes of WFMBS 2004-H, a mortgage backed securities trust (the “MBS Trust”). The bond was called on November 25, 2019. The Fund owned $148,010 of unpaid principal balance at the time and should have received 100% at par when the issuer called the bond. The entity serving as trustee to the MBS Trust, pursuant to a provision in its pooling and servicing agreement, is allowed to held back cash to create a reserve fund to cover potential legal costs in the event there are litigations or claims against the entity’s performance as trustee to the MBS Trust. The trustee to the MBS Trust did held back cash as a reserve for potential legal costs and as a result, the Fund only received partial payment of $121,830 of the $148,010 receivable of expected proceeds from the called bond. If no legal action is taken or if legal action is taken and the trustee is found responsible, the reserve funds will be paid out to the bond holders. If legal action is taken and the trustee is found not responsible, the trustee can recoup legal costs it incurred from the reserve funds.

The Fund’s sub-advisor assessed the collectability of the remaining receivable balance of $26,180 based on: (1) information it received from the trustee of the MBS Trust that there have been no litigations or claims made, (2) its review of the loans in the MBS Trust and noted none of the loans experienced any material losses or write downs, therefore, believes it’s unlikely of any legal action taken against the trustees of the MBS Trust and if legal action is taken, it’s unlikely it will lead to damages but may incur limited legal costs. In addition, the Fund, at the recommendation of the sub-advisor, adjusted the receivable balance to the present value of $22,216 assuming a 3-year period to resolution and discounted the cash flow at the bond’s coupon rate. The Fund also took into consideration prior experiences of two other receivables for cash reserves held back by trustees of similar securities were ultimately collected at 100% of the receivable amount. Based on these factors, the Fund believes the collection of the remaining receivable balance is probable.

Response: The Registrants believes Item C.8.c refers to Item C.8.b “Were any expenses of the Fund reduced or waived pursuant to the expense limitation arrangement during the reporting period?”. As both Funds did not have any fees waived or expenses reimbursed during the reporting period, the “N” response to Item C.8.c is appropriate and accurate.

Response: On December 10, 2018, the fund accounting agent inadvertently reported a $2.9 million redemption on the daily cash flow report while the actual redemption amount was only $15,000. The Fund’s advisor sold securities on December 10, 2018 to meet the reported $2.9 million redemptions. The error was discovered on December 12, 2018 and the advisor repurchased the securities on December 13, 2018. The error did not impact the Fund’s NAV but resulted in a trading loss due to market value change and commissions totaling $45,082 which was reimbursed by the fund accounting agent. The fund accounting agent noted the error was an isolated incident and implemented additional verification procedures to prevent a reoccurrence.

Response: The “UMB Money Market Fiduciary” is not a money market fund. It’s the name UMB Bank n.a. uses for its interest paying demand deposit account. Amounts reported as “UMB Money Market Fiduciary” are cash deposits at the bank.

Response: The former index provider notified the Fund and the Fund’s advisor that a fund may not report or use their index returns in public documents unless under a licensing agreement and pay licensing and redistribution fees for such use. As a result, the Fund was not able to report the former index returns in its 2021 prospectus.

Response: The agreement with the total return swap counterparty has a “Cash Holding Adjustment Provision” that gives the Fund’s advisor the ability to reduce cash holdings at the counterparty. The detail of this arrangement was disclosed in Note 2(d) to the Fund’s consolidated financial statements.

“To help to reduce counterparty risk on the Managed Futures Strategy Fund, the Advisor has the right to reduce the Managed Futures Strategy Fund’s exposure and remove cash from the Managed Futures Strategy Fund’s total return swap with Deutsche Bank AG. This cash holding shall be in excess of $250,000 and may not exceed 40% of the Index exposure in total. The Managed Futures Strategy Fund is charged interest on this cash holding and any amount removed will be offset against the final settlement value of the swap. As of September 30, 2020, the Managed Futures Strategy Fund at the request of the Advisor had $6,891,854 in cash holdings as shown in the Consolidated Statements of Assets and Liabilities under advance on unrealized appreciation.”

Response: There was only one defaulted and non-income producing security, First Matrix RMOF Trust held by the Fund as of December 31, 2020. The Registrant will report non-income producing security in accordance with Reg S-X Schedule 12-12 in future reports.

Response: The 1.77%, 2.52%, and 1.52% ratio of expenses to average net assets reported in the Financial Highlights included 0.02% of dividend and interests on securities sold short. Pursuant to the operating expense limitation agreement, interests and dividend and interest on securities sold short are excluded from operating expenses for purposes of determining the annual operating expense limit. The Fund’s ratio of expenses to average net assets excluding commitment fees and dividend and interest on securities sold short were 1.75%, 2.50%, and 1.50%, for Class A, Class C, and Class I shares, respectively.

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If you have any questions or additional comments, please contact the undersigned at 626-914-1041. Thank you.

Sincerely,

/s/RITA DAM

Rita Dam

Treasurer