SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered
into as of the 28th day of December 31, 2008, between Investment
Managers Series Trust, a statutory trust organized and existing under the
laws of Delaware (the "Trust"), and RNC
Xxxxxx Capital Management (the "Purchaser").
THE
PARTIES HEREBY AGREE AS FOLLOWS:
1.
PURCHASE AND SALE OF THE SHARES
1.1 SALE
AND ISSUANCE OF SHARES. Subject to the terms and conditions of this Agreement,
the Trust agrees to sell to the Purchaser, and the Purchaser agrees to purchase
from the Trust, shares of beneficial interest, par value $0.01, of each series
of the Trust listed below at a price per share of $xx.xx:
|
Fund
|
Shares
of
beneficial
interest
|
Price
Per
Share
|
Aggregate
Purchase
Price
|
|
RNC
Xxxxxx Dividend Income Fund
|
$
|
The
aggregate proceeds for the Shares to be paid by Purchaser to the Trust hereunder
shall be $__________________.
2. REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants to, and
covenants for the benefit of, the Trust that:
2.1 PURCHASE ENTIRELY FOR
OWN ACCOUNT. This Agreement is made by the Trust with the Purchaser in reliance
upon the Purchaser's representation to the Trust, which by the Purchaser's
execution of this Agreement the Purchaser hereby confirms, that the Shares are
being acquired for investment for the Purchaser's own account, and not as a
nominee or agent and not with a view to the resale or distribution by the
Purchaser of any of the Shares, and that the Purchaser has no present intention
of selling, granting any participation in, or otherwise distributing the Shares,
in either case in violation of any securities registration requirement under
applicable law, but subject nevertheless, to any requirement of law that the
disposition of its property shall at all times be within its control. By
executing this Agreement, the Purchaser further represents that the Purchaser
does not have any contract, undertaking, agreement or arrangement with any
person to sell, transfer or grant participation to such person or to any third
person, with respect to any of the Shares.
2.2 INVESTMENT EXPERIENCE.
The Purchaser acknowledges that it can bear the economic risk of the investment
for an indefinite period of time and has such knowledge and experience in
financial and business matters (and particularly in the business in which the
Trust operates) as to be capable of evaluating the merits and risks of the
investment in the Shares. The Purchaser is an "accredited investor" as defined
in Rule 501(a) of Regulation D under the Securities Act of 1933 (the "1933
Act").
2.3 RESTRICTED SECURITIES.
The Purchaser understands that the Shares are characterized as "restricted
securities" under the United States securities laws inasmuch as they are being
acquired from the Trust in a transaction not involving a public offering and
that under such laws and applicable regulations such Shares may be resold
without registration under the 1933 Act only in certain circumstances. In this
connection, the Purchaser represents that it understands the resale limitations
imposed by the 1933 Act and is generally familiar with the existing resale
limitations imposed by Rule 144 thereunder.
2.4 FURTHER LIMITATIONS ON DISPOSITION.
The Purchaser further agrees not to make any disposition directly or indirectly
of all or any portion of the Shares unless and until:
(a) There is then in effect a
registration statement under the 1933 Act covering such proposed disposition and
such disposition is made in accordance with such registration statement;
or
(b) The Purchaser shall have furnished
the Trust with an opinion of counsel, reasonably satisfactory to the Trustees,
that such disposition will not require registration of such Shares under the
1933 Act.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
By: ___________________________________________
Name:
Title:
Name:
Title:
RNC
XXXXXX CAPITAL MANAGEMENT
By: ___________________________________________
Name:
Title:
Name:
Title:
