INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of May
3, 2010 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”), a series of the Trust, and the Advisor of the
Fund, STRATEGIC ASSET MANAGEMENT, LTD., a Cayman Islands Corporation (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 May 3, 2010 (the “Investment Advisory Agreement”); and
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, intended to be legally bound hereby, mutually agree as
follows:
1. Limit on Operating
Expenses. The Advisor hereby agrees to limit the 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. In the event that the
current Operating Expenses for the Fund, as accrued each month, exceed 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, 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. Any payments to the Fund, or waiver of all or a
portion of the Advisor’s investment advisory fee, by the Advisor pursuant to
this Agreement are subject to reimbursement by the Fund to the Advisor, if on an
aggregate basis for any fiscal year, the current Operating Expenses for the
Fund, as accrued each month, are less than the lesser of (a) the Fund’s Annual
Limit, and (b) any annual expense limitation in place at the time of such fee
waiver or expense reimbursement by the Advisor (a "Prior Annual Limit").
Reimbursement will be made in an amount equal to the difference between (x) the
lesser of the Annual Limit and the Prior Annual Limit, and (y) the aggregate
current Operating Expenses for the applicable fiscal year, but in no case will
the reimbursement amount exceed the total amount of payments (which shall be
deemed to include any waived portion of the Advisor’s investment advisory fee)
made by the Advisor pursuant to this Agreement nor will the reimbursement amount
include any amounts previously reimbursed. No reimbursement will cause the
total Operating Expenses paid by the Fund to exceed the Annual Limit for that
Fund and such reimbursement may not be paid prior to the Fund’s payment of
current Operating Expenses. The Advisor will be entitled to (but may
waive) reimbursement for payments made to the Fund pursuant to this Agreement
for a period of three (3) years from the date of the payment or waiver.
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 Limits for purposes of this Paragraph 3 shall continue to be the amounts
listed in Appendix A.
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4. Term. This
Agreement shall become effective on the date specified herein and shall remain
in effect for a period of one year, 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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STRATEGIC
ASSET MANAGEMENT, LTD.
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By: /s/
XXXX
DAM
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By: /s/ XXXXXX
XXXXXXX
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Print
Name: Xxxx
Dam
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Print
Name: Xxxxxx
Xxxxxxx
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Title: Treasurer
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Title:
PM
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2
Appendix
A
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Fund
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Operating Expense
Limit
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Strategic
Latin America Fund
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1.80%
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