INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of
November 30, 2009, by and between INVESTMENT MANAGERS SERIES TRUST, a Delaware
statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as
amended from time to time (the “Fund”), and X.X. Xxxxxxx & Co., Inc. (the
“Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Fund pursuant to the terms and
provisions of an Investment Advisory Agreement between the Trust and the Advisor
dated November 30, 2009 (the “Investment Advisory Agreement”);
WHEREAS,
the Fund is responsible for, and has assumed the obligation for, payment of
certain expenses pursuant to the Investment Advisory Agreement that have not
been assumed by the Advisor; and
WHEREAS,
the Advisor desires to limit the Fund’s Operating Expenses (as that term is
defined in Paragraph 2 of this Agreement) pursuant to the terms and provisions
of this Agreement, and the Trust (on behalf of each Fund) desires to allow the
Advisor to implement those limits;
NOW
THEREFORE, in consideration of the covenants and the mutual promises hereinafter
set forth, the parties, intending to be legally bound hereby, mutually agree as
follows:
1. Limit on Operating
Expenses. The Advisor hereby agrees to limit the Fund’s annual
Operating Expenses to the annual rate, expressed as a percentage of the Fund’s
average daily net assets, set forth on Appendix A (the “Annual
Limit”). In the event that the annualized Operating Expenses for the
Fund, as accrued each month, exceed the Fund’s Annual Limit, the Advisor will
pay to the Fund, on a monthly basis, the excess expense within 30 days of being
notified that an excess expense payment is due. Such payment may
include waiving all or a portion of the Advisor’s investment advisory
fee.
2. Definition. For
purposes of this Agreement, the term “Operating Expenses” with respect to the
Fund is defined to include all expenses necessary or appropriate for the
operation of the Fund, including the Advisor’s investment advisory or management
fee detailed in the Investment Advisory Agreement, any Rule 12b-1 fees and other
expenses described in the Investment Advisory Agreement, but does not include
any front-end or contingent deferred loads, taxes, leverage interest, brokerage
commissions, dividend or interest expenses on short sales, acquired fund fees
and expenses (as determined in accordance with Form N-1A) and expenses incurred
in connection with any merger or reorganization, or extraordinary expenses such
as litigation.
3. Reimbursement of Fees and
Expenses. Subject to this Paragraph 3, any payments to the
Fund (or waivers of fees) by the Advisor pursuant to this Agreement in any
fiscal year of the Fund are subject to reimbursement by the Fund to the Advisor,
if so requested by the Advisor within 10 days of the end of such fiscal year, to
the extent that such reimbursement would not cause the Fund’s Operating Expenses
for such fiscal year to exceed the Annual Limit. In no case will the
reimbursement amount exceed the total amount of payments (or waivers) made by
the Advisor in such fiscal year pursuant to this Agreement and will not include
any amounts previously reimbursed. No such reimbursement may be paid
prior to the Fund’s payment of current Operating
Expenses. Notwithstanding anything to the contrary herein, the
provisions of this Paragraph 3 shall survive the termination of this Agreement,
provided that the Investment Advisory Agreement has not been
terminated. In such event, the Annual Limit for purposes of this
Paragraph 3 shall continue to be the amounts listed in Appendix A.
4. Term. This
Agreement shall become effective on the date specified herein and shall remain
in effect until December 31, 2010, unless sooner terminated as provided in
Paragraph 5 of this Agreement.
5. Termination. This
Agreement may be terminated at any time, and without payment of any penalty, by
the Board of Trustees of the Trust, on behalf of the Fund, upon sixty (60) days’
written notice to the Advisor. This Agreement may not be terminated
by the Advisor without the consent of the Board of Trustees of the Trust, which
consent will not be unreasonably withheld. This Agreement will
automatically terminate, with respect to the Fund listed in Appendix A, if the
Investment Advisory Agreement for that Fund is terminated, with such termination
effective upon the effective date of the Investment Advisory Agreement’s
termination for that Fund.
6. Assignment. This
Agreement and all rights and obligations hereunder may not be assigned without
the written consent of the other party.
7. Severability. If
any provision of this Agreement shall be held or made invalid by a court
decision, statute or rule, or shall be otherwise rendered invalid, the remainder
of this Agreement shall not be affected thereby.
8. Governing
Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware without giving effect to the
conflict of laws principles thereof, provided that nothing herein shall be
construed to preempt, or to be inconsistent with, any federal law, regulation or
rule, including the Investment Company Act of 1940 and the Investment Advisers
Act of 1940, and any rules and regulations promulgated thereunder.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and attested by their duly authorized officers, all on the day and year
first above written.
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X.X.
XXXXXXX & CO. INC.
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By:
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By:
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Print
Name:
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Print
Name:
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Title:____________________________________
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Title:____________________________________
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Appendix
A
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Fund
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Operating Expense Limit
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X.X. Xxxxxxx & Co. Growth
Fund
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1.49% of
average daily net assets of the
Fund.
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