INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of
July 29, 2009, 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, EURO PACIFIC HALTER ASIA MANAGEMENT,
INC. (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 December 31, 2008 (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 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.
1
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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INVESTMENT
MANAGERS
SERIES
TRUST
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EURO
PACIFIC HALTER
ASIA
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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Title:
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2
Appendix
A
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Fund
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Operating Expense
Limit
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EPH
China Fund
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1.75%
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3
