INVESTMENT MANAGERS SERIES TRUST AMENDED OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) dated as of December
1, 2007 and amended on June 26, 2008 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 (each a “Fund” and collectively the
“Funds”), and the Advisor of the Funds, Zacks
Investment Management, Inc.
(the
“Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Funds pursuant to the terms
and
provisions of an Investment Advisory Agreement between the Trust and the Advisor
dated December 1, 2007 (the “Investment Advisory Agreement”); and
WHEREAS,
the Funds are responsible for, and have 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 Funds’ 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 the Funds) 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, intended to be legally bound hereby, mutually agree
as
follows:
1. Limit
on Operating Expenses. The
Advisor hereby agrees to limit each Fund’s current Operating Expenses to an
annual rate, expressed as a percentage of the Fund’s average annual net assets,
to the amounts listed in Appendix
A
(the
“Annual Limits”) with respect to the Fund and each of its Classes. In
the event that the current Operating Expenses, as accrued each month, exceed
a
Fund’s Annual Limit, the Advisor will pay to the Fund Class, on a monthly basis,
the excess expense within 30 days of being notified that an excess expense
payment is due.
2. Definition. For
purposes of this Agreement, the term “Operating Expenses” with respect to the
Funds and Classes 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, expenses incurred in connection with any merger
or reorganization, or extraordinary expenses such as
litigation.
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3. Reimbursement
of Fees and Expenses. The
Advisor retains its right to receive reimbursement of any excess expense
payments paid by it pursuant to this Agreement under the same terms and
conditions as it is permitted to receive reimbursement of reductions of its
investment management fee under the Investment Advisory Agreement.
4. Term. This
Agreement shall become effective on the date specified in Appendix A for each
Fund and shall remain in effect until March 31, 2012, 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 a 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 a 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 Wisconsin 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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ZACKS
INVESTMENT MANAGEMENT, 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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President
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Title:
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President
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2
Appendix
A
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Fund/Class
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Operating Expense Limit
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Effective Date
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Zacks
Multi-Cap Opportunities Fund
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Class
A Shares
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1.65
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%
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12/1/07
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Class
C Shares
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2.40
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%
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12/1/07
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Zacks
Market Neutral Fund
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Class
A Shares
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1.65
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%
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6/26/08
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Class
C Shares
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2.40
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%
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6/26/08
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