SHAREHOLDER SERVICES AGREEMENT
SHAREHOLDER
SERVICES AGREEMENT dated this __ day of __________, 2007
by
and between INVESTMENT MANAGERS SERIES TRUST, a statutory trust organized
under
the laws of the state of Delaware (the “Trust”), and GRAND DISTRIBUTION
SERVICES, LLC., a Wisconsin limited liability company (the “Distributor”
).
In
consideration of the mutual covenants hereinafter contained, it is hereby
agreed
by and between the parties hereto as follows:
1. The
Trust
hereby appoints the Distributor to provide information and administrative
services for the benefit of shareholders of Class A and Class C shares (each
a
“Share Class”) of the Zacks Multi-Cap Opportunities Fund (the “Fund”). In this
regard, the Distributor shall appoint various broker-dealer firms and other
service or administrative firms (“Firms”) to provide related services and
facilities for investors in each Share Class of the Fund (“investors”). The
Firms shall provide such office space and equipment, telephone facilities,
personnel or other services as may be necessary or beneficial for providing
information and services to investors in each Share Class of the Funds. Such
services and assistance may include, but are not limited to, establishing
and
maintaining accounts and records, processing purchase and redemption
transactions, answering routine inquiries regarding the Funds and their special
features, providing assistance to investors in changing dividend and investment
options, account designations and addresses, and such other administrative
services as the Funds or the Distributor may reasonably request.
The
Distributor accepts such appointment and agrees during such period to render
such services and to assume the obligations herein set forth for the
compensation herein provided. The Distributor shall for all purposes herein
provided be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Funds in any way or otherwise be deemed an agent of the Fund.
The
Distributor, by separate agreement with the Fund, may also serve the Fund
in
other capacities. The services of the Distributor to the Fund under this
Agreement are not to be deemed exclusive, and the Distributor shall be free
to
render similar services or other services to others. In carrying out its
duties
and responsibilities hereunder, the Distributor will appoint various Firms
to
provide administrative and other services described herein directly to or
for
the benefit of investors in each Share Class of the Fund. Such Firms shall
at
all times be deemed to be independent contractors retained by the Distributor
and not the Fund. The Distributor and not the Fund will be responsible for
the
payment of compensation to such Firms for such services.
2. For
the
administrative services and facilities described in Section 1, the Fund may
pay to the Distributor any amount authorized for payment to the Distributor
out
of the Rule 12b-1 Plan adopted by the Fund on behalf of each Share Class
(the “Plan”). The administrative service fee will be calculated separately for
each Share Class as an expense of each such class. For the month and year
in
which this Agreement becomes effective or terminates, there shall be an
appropriate proration on the basis of the number of days that the Agreement
is
in effect during such month and year, respectively. The Distributor may use
such
payments, in its discretion, to compensate Firms who provide administrative
services to the extent permitted by the Plan. The payment of fees pursuant
to
this Agreement, for each Share Class, is subject to and contingent upon,
the
continued effectiveness of a duly adopted Rule 12b-1 Plan authorizing such
payment for such class.
The
net
asset value for each Share Class shall be calculated in accordance with the
provisions of the Fund’s current prospectus. On each day when net asset value is
not calculated, the net asset value of a share of a Share Class shall be
deemed
to be the net asset value of such a share as of the close of business on
the
last day on which such calculation was made for the purpose of the foregoing
computations.
3. The
Fund
shall assume and pay all charges and expenses of its operations not specifically
assumed or otherwise to be provided by the Distributor under this
Agreement.
4. This
Agreement shall become effective on the date hereof and shall continue until
_____________, 2007, and shall continue from year to year thereafter only
so
long as such continuance is approved at least annually by a vote of a majority
of the Trustees, including the Trustees who are not interested persons of
the
Fund and have no direct or indirect financial interest in the operation of
the
Plan, this Agreement or in any other agreement related to the Plan, at a
meeting
called for such purpose.
This
Agreement shall automatically terminate in the event of its assignment and
may
be terminated at any time without the payment of any penalty by the Trust
or by
the Distributor on sixty (60) days’ written notice to the other party. The Fund
may effect termination with respect to any Share Class of the Fund or any
series
thereof, as applicable, by a vote of (i) a majority of the Trustees of the
Fund who are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plans, this Agreement
or in
any other agreement related to the Plans or this Agreement or (ii) a
majority of the outstanding voting securities of such Share Class. Without
prejudice to any other remedies of the Fund, the Fund may terminate this
Agreement at any time immediately upon the Distributor’s failure to fulfill any
of its obligations hereunder.
This
Agreement may not be amended to materially increase the amount payable to
the
Distributor by the Fund for services hereunder with respect to a Share Class
of
the Fund or any series thereof, as applicable, without a vote of a majority
of
the outstanding voting securities of such class. All material amendments
to this
Agreement must in any event be approved by a vote of a majority of the Board
of
Trustees of the Fund including the Trustees who are not interested persons
of
the Fund and who have no direct or indirect financial interest in the operation
of the Plans, this Agreement or in any other agreement related to the Plans
or
this Agreement, cast in person at a meeting called for such
purpose.
The
terms
“assignment” “interested person” and “vote of a majority of the outstanding
voting securities” shall have the meanings set forth in the Investment Company
Act of 1940, as amended, and the rules and regulations thereunder.
5. Any
person authorized to direct the disposition of monies paid or payable by
the
Fund pursuant to the Plan, this Agreement, or any related agreement, shall
provide to the Fund’s Board of Trustees and the Trustees shall review, at least
quarterly, a written report of the amounts so expended and the purpose for
which
such expenditures were made.
6. If
any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder shall not be thereby
affected.
7. Any
notice under this Agreement shall be in writing, addressed and delivered
or
mailed, postage prepaid, to the other party at such address as such other
party
may designate for the receipt of such notice.
8. All
parties hereto are expressly put on notice of the Fund’s Agreement and
Declaration of Trust and all amendments thereto, all of which are on file
with
the Secretary of the State of Delaware, and the limitation of shareholder
and
trustee liability contained therein. This Agreement has been executed by
and on
behalf of the Trust by its representatives as such representatives and not
individually, and the obligations of the Trust thereunder are not binding
upon
any of the trustees, officers or shareholders of the Trust individually but
are
binding upon only the assets and property of the Trust (or a series thereof).
With respect to any claim by the Distributor for recovery of that portion
of the
administrative services fees (or any other liability of the Fund arising
hereunder) related to a particular series and class of the Trust , whether
in
accordance with the express terms hereof or otherwise, the Distributor shall
have recourse solely against the assets of such series and class to satisfy
such
claim and shall have no recourse against the assets of any other series and
class of the Trust for such purpose.
9. This
Agreement shall be construed in accordance with applicable federal law and
with
the laws of the State of Delaware.
* * * * *
IN
WITNESS WHEREOF, the Fund and the Distributor have caused this Agreement
to be
executed as of the day and year first above written.
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By:
Name:
Title:
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GRAND
DISTRIBUTION SERVICES, LLC
By:
Name:
Title:
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APPROVED: 12/3/07
