SHAREHOLDER SERVICES AGREEMENT
SHAREHOLDER
SERVICES AGREEMENT (the “Agreement”) dated this 26th day of
June, 2008
by
and between the INVESTMENT MANAGERS SERIES TRUST, a statutory trust organized
under the laws of the state of Delaware (the “Trust”), and GRAND DISTRIBUTION
SERVICES, LLC, a Wisconsin limited liability company (the
“Distributor”).
In
consideration of the mutual covenants hereinafter contained, it is hereby agreed
by and between the parties hereto as follows:
1. The
Trust
hereby appoints the Distributor to provide information and administrative
services for the benefit of shareholders of Class A and Class C shares (each
a
“Share Class”) of the funds listed in Appendix A (each a “Fund” and collectively
the “Funds”)). In this regard, the Distributor may enter into agreements with
various financial services firms (“Firms”) to provide related services and
facilities for investors in each Share Class (“Investors”). The Firms shall
provide such office space and equipment, telephone facilities, personnel or
other services as may be necessary or beneficial for providing information
and
services to Investors. Such services and assistance may include, but are not
limited to, establishing and maintaining accounts and records, processing
purchase and redemption transactions, answering routine inquiries regarding
the
Funds and their special features, providing assistance to Investors in changing
dividend and investment options, account designations and addresses, and such
other administrative services as the Funds or the Distributor may reasonably
request.
The
Distributor accepts such appointment and agrees during such period to render
such services and to assume the obligations herein set forth for the
compensation herein provided. The Distributor shall for all purposes herein
provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Trust in any way or otherwise be deemed an agent of the Trust.
The
Distributor, by separate agreement with the Trust, may also serve the Trust
in
other capacities. The services of the Distributor to the Trust under this
Agreement are not to be deemed exclusive, and the Distributor shall be free
to
render similar services or other services to others. In carrying out its duties
and responsibilities hereunder, the Distributor may enter into agreements with
various Firms to provide administrative and other services described herein
directly to or for the benefit of Investors. Such Firms shall at all times
be
deemed to be independent contractors retained by the Distributor and not the
Trust. The Distributor and not the Funds will be responsible for the payment
of
compensation to such Firms for such services.
2. For
the
administrative services and facilities described in Section 1, the Funds
may pay any amount authorized for payment out of the Amended Rule 12b-1
Plan for each Share Class (the “Plan”). The administrative services fee will be
calculated separately for each Share Class as an expense of each such Share
Class. For the month and year in which this Agreement becomes effective or
terminates, there shall be an appropriate proration on the basis of the number
of days that the Agreement is in effect during such month and year,
respectively. The Distributor may use such payments, in its discretion, to
compensate Firms who provide administrative services to the extent permitted
by
the Plan. The payment of fees pursuant to this Agreement, for each Share Class,
is subject to and contingent upon, the continued effectiveness of the Plan
authorizing such payment for such Share Class.
The
net
asset value for each Share Class shall be calculated in accordance with the
provisions of the Fund’s current prospectus. On each day when net asset value is
not calculated, the net asset value of a share of a Share Class shall be deemed
to be the net asset value of such a share as of the close of business on the
last day on which such calculation was made for the purpose of the foregoing
computations.
3. Each
Fund
shall assume and pay all charges and expenses of its operations not specifically
assumed or otherwise to be provided by the Distributor under this
Agreement.
4. This
Agreement shall become effective for each Fund on the date specified in Appendix
A and shall continue from year to year thereafter for a Fund or Share Class
only
so long as such continuance is approved at least annually by a vote of a
majority of the Board of Trustees (the “Board”), including a majority of the
Trustees who are not interested persons of the Trust and have no direct or
indirect financial interest in the operation of the Plan, this Agreement or
in
any other agreement related to the Plan, at a meeting called for such
purpose.
This
Agreement shall automatically terminate in the event of its assignment. This
Agreement may be terminated for a Fund or Share Class at any time without the
payment of any penalty by the Trust or by the Distributor on sixty (60) days’
written notice to the other party or, in the event of the termination of the
Distribution Agreement between the Trust and Distributor, upon the effective
date of such termination. The Trust may effect termination with respect to
any
Fund or Share Class, as applicable, by a vote of (i) a majority of the
Trustees who are not interested persons of the Trust and who have no direct
or
indirect financial interest in the operation of the Plan, this Agreement or
in
any other agreement related to the Plan or this Agreement or (ii) a
majority of the outstanding voting securities of such Fund or Share Class.
Without prejudice to any other remedies of the Trust, the Trust may terminate
this Agreement at any time immediately upon the Distributor’s failure to fulfill
any of its obligations hereunder.
This
Agreement may not be amended to materially increase the amount payable to the
Distributor by a Fund for services hereunder with respect to a Share Class,
as
applicable, without a vote of a majority of the outstanding voting securities
of
such Share Class. All material amendments to this Agreement must in any event
be
approved by a vote of a majority of the Board, including the Trustees who are
not interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Plans, this Agreement or in any other agreement
related to the Plans or this Agreement, cast in person at a meeting called
for
such purpose.
The
terms
“assignment” “interested persons” and “vote of a majority of the outstanding
voting securities” shall have the meanings set forth in the Investment Company
Act of 1940, as amended (the “Act”), and the rules and regulations
thereunder.
5. Any
person authorized to direct the disposition of monies paid or payable by a
Fund
pursuant to the Plan, this Agreement, or any related agreement, shall provide
to
the Board and the Board shall review, at least quarterly, a written report
of
the amounts so expended and the purpose for which such expenditures were
made.
6. If
any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder shall not be thereby affected. Actions
shall be taken separately for each Share Class as the Act and the rules and
regulations thereunder so require.
7. Any
notice under this Agreement shall be in writing, addressed and delivered or
mailed, postage prepaid, to the other party at such address as such other party
may designate for the receipt of such notice.
8. All
parties hereto are expressly put on notice of the Trust’s Agreement and
Declaration of Trust and all amendments thereto, all of which are part of the
Trust’s Registration Statement on Form N-1A, and the limitation of shareholder
and Trustee liability contained therein. This Agreement has been executed by
and
on behalf of the Trust by its representatives as such representatives and not
individually, and the obligations of the Trust thereunder are not binding upon
any of the Trustees, officers or shareholders of the Trust individually but
are
binding upon only the assets and property of each Share Class. With respect
to
any claim by the Distributor for recovery of that portion of the administrative
services fees (or any other liability of the Fund arising hereunder) related
to
a particular Share Class, whether in accordance with the express terms hereof
or
otherwise, the Distributor shall have recourse solely against the assets of
such
Share Class to satisfy such claim and shall have no recourse against the assets
of any other Share Class for such purpose.
9. This
Agreement shall be construed in accordance with applicable federal law and
with
the laws of the State of Delaware.
* * * * *
IN
WITNESS WHEREOF, the Trust and the Distributor have caused this Agreement to
be
executed as of the day and year first above written.
APPROVED: 12/3/07
Appendix
A
|
Fund/Class
|
Effective
Date
|
|
|
|
|
Zacks
Multi-Cap Opportunities Fund
|
|
|
Class
A Shares
|
12/1/07 |
|
Class
C Shares
|
12/1/07 |
|
|
|
|
Zacks
Market Neutral Fund
|
|
|
Class
A Shares
|
6/26/07 |
|
Class
C Shares
|
6/26/07 |
