FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND
FORM
OF INVESTMENT ADVISORY AGREEMENT
BETWEEN
AND
X.X. XXXXXXX & CO.,
INC.
THIS
INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of November 30, 2009,
between the 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”), and X.X.
Xxxxxxx & Co., Inc., a Delaware corporation (the “Advisor”).
(a) shall
at all times conform to, and act in accordance with, any requirements imposed
by: (i) the provisions of the 1940 Act and the Investment Advisers
Act of 1940, as amended (the “Advisers Act”), and all applicable Rules and
Regulations of the Securities and Exchange Commission (the “SEC”); (ii) any
other applicable provision of law; (iii) the provisions of the Agreement and
Declaration of Trust and By-Laws of the Trust, as such documents are amended (as
provided with reasonable notice to the Advisor) from time to time; (iv) the
investment objectives and policies of the Fund as set forth in its Registration
Statement on Form N-1A as of the date hereof and as amended (as provided with
reasonable notice to the Advisor); and (v) any policies and determinations of
the Board of Trustees of the Trust (as provided with reasonable notice to the
Advisor);
(b) will
place orders for the purchase or sale of securities either directly with the
issuer or with any broker or dealer. Subject to the other provisions
of this paragraph, in placing orders with brokers and dealers, the Advisor will
attempt to obtain the best price and the most favorable execution of its
orders. In placing orders, the Advisor will consider the experience
and skill of the firm’s securities traders as well as the firm’s financial
responsibility and administrative efficiency. Consistent with this
obligation, the Advisor may select brokers on the basis of the research,
statistical and pricing services they provide to the Fund and other clients of
the Advisor. Information and research received from such brokers will
be in addition to, and not in lieu of, the services required to be performed by
the Advisor hereunder. A commission paid to such brokers may be
higher than that which another qualified broker would have charged for effecting
the same transaction, provided that the Advisor determines in good faith that
(i) such commission is reasonable in terms of either the transaction or the
overall responsibility of the Advisor to the Fund and its other clients or
otherwise complies with Section 28(e) of the Securities Exchange of 1934, as
amended, and (ii) that the total commissions paid by the Fund will be reasonable
in relation to the benefits to the Fund over the long-term. In no
instance, however, will the Fund’s securities be purchased from or sold to the
Advisor, or any affiliated person thereof, except to the extent permitted by the
SEC or by applicable law. Notwithstanding anything herein to the
contrary, the Fund acknowledges and agrees that the Advisor may place any or all
of the Fund’s securities orders with a broker-dealer affiliated with the
Advisor, provided that the Advisor complies with its duty of best execution and
all other applicable law (including the 1940 Act);
(c) except
as required by law or requested by a regulatory authority or the Fund, will
treat confidentially and as proprietary information of the Fund all records and
other information relative to the Fund, and the Fund’s prior, current or
potential shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld, provided that the foregoing shall
not limit the ability of the Advisor or its affiliates to contact prior, current
or potential shareholders for any reason unless otherwise prohibited by
applicable law;
(d) will
maintain errors and omissions insurance in an amount at least equal to that
disclosed to the Board of Trustees in connection with its approval of this
Agreement;
(e) will
supply such information to the Fund’s co-administrators and permit such
compliance inspections (during reasonable business hours) by the Fund’s
co-administrators (in each case upon reasonable notice to the Advisor) as shall
be reasonably necessary to permit the co-administrators to satisfy their legal
and regulatory obligations with respect to the Fund and their contractual
obligations to the Fund and to respond to the reasonable requests of the Board
of Trustees;
(f) to
the extent permitted by law, may pay fees in addition to any Fund distribution
or servicing fees to financial intermediaries for sub-administration,
sub-transfer agency or any other shareholder servicing or distribution services
associated with shareholders whose shares are held in omnibus or other group
accounts, provided that
the Advisor shall annually report to the Board of Trustees the amounts paid to
each such financial intermediary; and
(g) will
use its commercially reasonable efforts to assist the Trust and the Fund in
implementing the Trust’s disclosure controls and procedures, and will reasonably
cooperate with the Trust, in a manner consistent with general market practice,
to enable the Trust to fulfill its obligations under Rule 38a-1 under the 1940
Act (including by annually providing to the Trust a written report, which
complies with the requirements of such Rule 38a-1, concerning the Advisor’s
compliance program with respect to the Fund).
(c) This
Section 9 shall survive the termination of this Agreement indefinitely or until
the latest date permitted by law.
13. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware for contracts to be performed entirely therein without
reference to choice of law principles thereof and in accordance with the
applicable provisions of the 1940 Act.
15. Additional Limitation of
Liability. The parties hereto are expressly put on notice that
a Certificate of Trust, referring to the Trust’s Agreement and Declaration of
Trust (the “Certificate”), is on file with the Secretary of the State of
Delaware. The Certificate was executed by a trustee of the Trust on
behalf of the Trust as trustee, and not individually, and, as provided in the
Trust’s Agreement and Declaration of Trust, the obligations of the Trust are not
binding on the Trust’s trustees, officers or shareholders individually but are
binding only upon the assets and property of the Trust, or the particular series
in question, as the case may be.
THE
TRUST:
INVESTMENT
MANAGERS SERIES
TRUST
on behalf of the
X.X.
XXXXXXX & CO. GROWTH FUND
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By:
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Name:
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Title:
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THE
ADVISOR:
X.X.
XXXXXXX & CO., INC.
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By:
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Name:
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Title:
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Appendix
A
Fund/Class
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Advisor
Fee
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Effective
Date
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X.X.
Xxxxxxx Growth Fund
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1.0%
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11/30/2009
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