INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of
March
31, 2008_by
and
between INVESTMENT MANAGERS SERIES TRUST, a Delaware statutory trust (the
“Trust”), on behalf of the ThinkGrowth
Fund,
ThinkGlobal
Fund,
and
ThinkGreen
Fund
(each a
“Fund”, collectively, the “Think Funds”), each a series of the Trust, and the
Advisor of the Fund, ThinkCapital
Management, LLC
(the
“Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Think Funds pursuant to the
terms
and provisions of an Investment Advisory Agreement between the Trust and the
Advisor dated March 31, 2008 (the “Investment Advisory Agreement”);
and
WHEREAS,
each 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 each 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 each Fund’s current Operating Expenses to an
annual rate, expressed as a percentage of each Fund’s average annual net assets,
to the amounts listed in Appendix
A
(the
“Annual Limits”) with respect to each Fund. In the event that the
current Operating Expenses for a 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 each
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 a 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 a 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 a Fund to exceed the Annual Limit for that Fund and such reimbursement
may not be paid prior to a Fund’s payment of current Operating Expenses. The
Advisor may seek reimbursement for payments made to a Fund pursuant to this
Agreement for a period of three (3) years from the date of the
payment.
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 each 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 each 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.
| INVESTMENT MANAGERS SERIES TRUST | THINKCAPITAL MANAGEMENT, LLC | |||
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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: |
President
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Title: |
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Appendix
A
|
Fund
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Operating
Expense Limit
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ThinkGrowth
Fund
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1.59%
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ThinkGlobal
Fund
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1.74%
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ThinkGreen
Fund
|
1.74%
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