INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of
______________, 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, Sustainable Growth Advisers, LP (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 ___________, 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 for the Expense
Limitation Period (as each 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.
|
|
|
a.
|
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, with respect to the Fund and each Class of
shares thereof:
|
|
|
a.
|
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.
|
1
|
|
b.
|
The
term “Expense Limitation Period” is defined as the period of time
commencing on the date the initial Prospectus becomes effective under the
Securities Act, through the fourth (4th) month following the Fund’s fiscal
year end, and each subsequent one (1) year period for which this Agreement
automatically is renewed pursuant to Paragraph 4
hereof.
|
3. Reimbursement of Fees and
Expenses. Any payments to the Fund by the Advisor pursuant to
this Agreement are subject to reimbursement by the Fund to the Advisor, if so
requested by the Advisor. Such reimbursement may be requested from
the Fund by the Advisor in the event that the current Operating Expenses for the
Fund, as accrued each month, are less than the Fund’s Annual
Limit. The Advisor may seek reimbursement in an amount up to the
difference between the Annual Limit and the current Operating Expenses, but in
no case will the reimbursement amount exceed the total amount of payments made
by the Advisor pursuant to this Agreement and will not 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 may seek reimbursement for payments
made to the Fund pursuant to this Agreement for a period of three (3) years from
the date of the payment. 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.
4. Term. This
Agreement shall become effective on the date specified herein and shall remain
in effect through the end of the Expense Limitation Period, and shall
automatically renew for an additional one year period following the end of an
Expense Limitation Period, 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 be terminated by
the Advisor, effective at the end of its then current term, without payment of
any penalty upon at least sixty (60) days’ written notice prior to the end of
any Expense Limitation Period subject to 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.
2
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.
|
SUSTAINABLE
GROWTH ADVISERS, LP
|
||||
|
By:
|
By:
|
|||
|
Print
Name:
|
Print
Name:
|
|||
|
Title:
|
Title:
|
|||
3
Appendix
A
|
Fund
|
Operating Expense Limit
|
|||
|
SGA
Global Growth Fund
|
1.75 | % | ||
4
