DISTRIBUTION AGREEMENT
THIS
AGREEMENT
is made
as of this 3rd
day of
December, 2007, by and between Investment Managers Series Trust, a Delaware
statutory trust (the “Trust”) and Grand Distribution Services, LLC, a Wisconsin
limited liability company (the “Distributor”).
WHEREAS,
the
Trust is an open-end investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”) and is authorized to issue shares of
beneficial interests in separate series with each such series representing
interests in a separate portfolio of securities and other assets;
WHEREAS,
the
Distributor is registered as a broker-dealer under the Securities Exchange
Act
of 1934, as amended (the “1934 Act”), and is a member of the Financial Industry
Regulatory Authority (“FINRA”); and
WHEREAS,
the
Trust and Distributor desire to enter into an agreement pursuant to which
Distributor shall be the distributor of the shares of the Trust representing
the
investment portfolios described on Schedule A hereto and any additional shares
and/or investment portfolios the Trust and Distributor may agree upon and
include on Schedule A, as such Schedule may be amended from time to time
(such
shares and any additional shares are referred to as the “Shares” and such
investment portfolios and any additional investment portfolios are individually
referred to as a “Fund” and collectively as the “Funds”).
NOW,
THEREFORE,
in
consideration of the mutual promises and agreements herein contained and
other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto, intending to be legally bound, do hereby agree as
follows:
| 1. |
Appointment
of the Distributor.
|
The
Trust
hereby appoints the Distributor as agent for the distribution of the Shares,
on
the terms and for the period set forth in this Agreement. Distributor hereby
accepts such appointment as agent for the distribution of the Shares on the
terms and for the period set forth in this Agreement.
| 2. |
Services
and Duties of the Distributor.
|
2.1 Distributor
will act as agent for the distribution of Shares in accordance with the
instructions of the Trust’s Board of Trustees and the registration statement and
prospectuses then in effect with respect to the Funds under the Securities
Act
of 1933, as amended (the “1933 Act”).
2.2 Distributor
may incur expenses for appropriate distribution activities which it deems
reasonable which are primarily intended to result in the sale of Shares,
including, but not limited to, advertising, the printing and mailing of
prospectuses to other than current shareholders, and the printing and mailing
of
sales literature. Subject to the Trust’s approval, Distributor may enter into
servicing and/or selling agreements with qualified broker/dealers and other
persons with respect to the offering of Shares to the public. The Distributor
shall devote its best efforts to effect the sale of Shares but shall not
be
obligated to incur any specific expenses nor sell any certain number of Shares
of any Fund.
1
2.3 All
Shares of the Funds offered for sale by Distributor shall be offered for
sale to
the public at a price per share (the “offering price”) provided in the Funds'
then current prospectuses. The Distributor shall have no liability for the
payment of the purchase price of the Shares sold pursuant to this Agreement
or
with respect to redemptions or repurchases of Shares.
2.4 Distributor
may reallow any or all of the distribution or services fees, contingent deferred
sales charges and front-end sales charges which it is paid to such brokers,
dealers and other financial institutions and intermediaries as the Distributor
may from time to time determine.
2.5 Distributor
shall act as distributor of the Shares in compliance in all material respects
with all applicable laws, rules and regulations, including, without limitation,
all rules and regulations made or adopted pursuant to the 1940 Act, by the
Securities and Exchange Commission (the “Commission”) and FINRA.
2.6 Distributor
shall not utilize any materials in connection with the sales or offering
of
Shares except the Trust’s prospectuses and statements of additional information
and such other materials as the Trust shall provide or approve. Distributor
agrees to provide compliance review of all sales literature and marketing
materials prepared for use by or on behalf of the Trust in advance of the
use of
such materials. The Trust agrees to incorporate such changes to such materials
as the Distributor shall reasonably request. Distributor will file the materials
as may be required with FINRA, the Commission or state securities commissioners.
2.7 Distributor
has provided to the Trust a copy of the Distributor’s written compliance
policies and procedures as required by Rule 38a-1 under the 1940 Act (“Rule
38a-1 Policies and Procedures”) for approval by the Trust’s Board of Trustees.
With respect to the services the Distributor provides to the Trust hereunder,
the Distributor certifies that the Rule 38a-1 Policies and Procedures are
reasonably designed to prevent violations of the Federal Securities Laws
by the
Distributor. For purposes of this section, Federal Securities Laws shall
have
the meaning set forth in Rule 38a-1 under the 1940 Act.
| 3. |
Fees
and Expenses.
|
As
compensation for the services performed hereunder and the expenses incurred
by
Distributor, Distributor shall be entitled to the fees and be reimbursed
the
expenses by the Advisers or pursuant to a Rule 12b-1 plan as provided in
Schedule B hereto.
| 4. |
Duties
and Representations of the Trust.
|
2
4.1 The
Trust
represents that it is registered as an open-end management investment company
under the 1940 Act and that it has and will continue to act, in all material
respects, in conformity with its Agreement and Declaration of Trust, By-Laws,
its registration statement as may be amended from time to time and resolutions
and other instructions of its Board of Trustees and has and will continue
to
comply in all material respects with all applicable laws, rules and regulations
including without limitation the 1933 Act, the 1934 Act, the 1940 Act, the
laws
of the states in which Shares of the Funds are offered and sold, and the
rules
and regulations thereunder.
4.2 The
Trust
shall take or cause to be taken all necessary action to register and maintain
the registration of the Shares under the 1933 Act for sale as herein
contemplated and shall pay all costs and expenses in connection with the
registration of Shares under the 1933 Act, and be responsible for all expenses
in connection with maintaining facilities for the issue and transfer of Shares
and for supplying information, prices and other data to be furnished by the
Trust hereunder.
4.3 The
Trust
shall execute any and all documents and furnish any and all information and
otherwise take all actions which may be reasonably necessary in the discretion
of the Trust’s officers in connection with the qualification of the Shares for
sale in such states as Distributor and the Trust may approve, shall maintain
the
qualification of a sufficient number or amount of Shares thereunder, and
shall
pay all costs and expenses in connection with such qualification. The Trust
shall notify the Distributor, or cause it to be notified, of the states in
which
the Shares may be sold and shall notify the Distributor of any change to
the
information.
4.4 The
Trust
shall, at its expense, keep Distributor fully informed with regard to its
affairs. In addition, the Trust shall furnish Distributor from time to time
such
information, documents and reports with respect to the Trust and the Shares
as
Distributor may reasonably request, and the Trust warrants that the statements
contained in any such information shall be true and correct and fairly represent
what they purport to represent.
4.5 The
Trust
represents to Distributor that all registration statements and prospectuses
of
the Trust filed or to be filed with the Commission under the 1933 Act and
1940
Act with respect to the Shares have been and will be prepared in conformity
with
the requirements of the 1933 Act, the 1940 Act, and the rules and regulations
of
the Commission thereunder. As used in this Agreement the terms “registration
statement” and “prospectus” shall mean any registration statement and prospectus
(together with the related statement of additional information) at any time
now
or hereafter filed with the Commission with respect to any of the Shares
and any
amendments and supplements thereto which at any time shall have been or will
be
filed with said Commission. The Trust represents and warrants to Distributor
that any registration statement and prospectus, when such registration statement
becomes effective or when such prospectus is supplemented, will contain all
statements required to be stated therein in conformity with the 1933 Act,
the
1940 Act and the rules and regulations of the Commission; that all information
contained in the registration statement and prospectus will be true and correct
in all material respects when such registration statement becomes effective
or
when such prospectus is supplemented; and that neither the registration
statement nor any prospectus when such registration statement becomes effective
or when such prospectus is supplemented will include an untrue statement
of a
material fact or omit to state a material fact required to be stated therein
or
necessary to make the statements therein not misleading. The Trust agrees
to
file from time to time such amendments, supplements, reports and other documents
as may be necessary or required in order to comply with the 1933 Act and
the
1940 Act and in order that there may be no untrue statement of a material
fact
in a registration statement or prospectus, or necessary or required in order
that there may be no omission to state a material fact in the registration
statement or prospectus which omission would make the statements therein
misleading. The Trust shall promptly notify the Distributor of any advice
given
to it by counsel to the Trust regarding the necessity or advisability of
amending or supplementing the registration statement.
3
4.6 The
Trust
shall not file any amendment to the registration statement or supplement
to any
prospectus without giving Distributor reasonable notice thereof in advance
and
if the Distributor declines to assent to such amendment (after 10 business
days), the Trust may terminate this Agreement forthwith by written notice
to the
Distributor without payment of any penalty. If the Trust shall not propose
an
amendment or amendments and/or supplement or supplements promptly after receipt
by the Trust of a written request in good faith from Distributor to do so,
Distributor may, at its option, immediately terminate this Agreement. In
addition, if, at any time during the term of this Agreement, the Distributor
requests the Trust to make any change in its governing instruments or in
its
methods of doing business which are necessary in order for the Distributor
to
comply with any requirement of applicable law or regulation, and the Trust
fails
to make any such change as requested, the Distributor may terminate this
Agreement forthwith by written notice to the Trust without payment of any
penalty. Nothing contained in this Agreement shall in any way limit the Trust’s
right or obligation to file at any time any amendments to any registration
statement and/or supplements to any prospectus, of whatever character, as
the
Trust may deem advisable, with advice of its counsel, such right being in
all
respects absolute and unconditional.
4.7 The
Trust
represents that it will not use or authorize the use of any advertising or
sales
material unless and until such materials have been approved and authorized
for
use by the Distributor.
4.8 Whenever
in its judgment such action is warranted by market, economic or political
conditions, or by circumstances of any kind, the Trust may decline to accept
any
orders for, or make any sales of, any Shares until such time as it deems
it
advisable to accept such orders and to make such sales and the Trust shall
advise Distributor promptly of such determination.
4.9 The
Trust
agrees to advise the Distributor promptly in writing:
(i) of
any
correspondence or other communication by the Commission or its staff relating
to
the Funds including requests by the Commission for amendments to the
registration statement or prospectuses;
(ii) in
the
event of the issuance by the Commission of any stop order suspending the
effectiveness of the registration statement then in effect or the initiation
of
any proceeding for that purpose;
(iii) of
the
happening of any event which makes untrue any statement of a material fact
made
in the registration statement or prospectuses or which requires the making
of a
change in such registration statement or prospectuses in order to make the
statements therein not misleading; and
4
(iv) of
all
actions taken by the Commission with respect to any amendments to any
registration statement or prospectus which may from time to time be filed
with
the Commission.
| 5. |
Indemnification.
|
5.1(a) The
Trust
authorizes Distributor to use any prospectus or statement of additional
information, in the form furnished to Distributor from time to time, in
connection with the sale of Shares. The Trust shall indemnify, defend and
hold
the Distributor, and each of its present or former directors, members, officers,
employees, representatives and any person who controls or previously controlled
the Distributor within the meaning of Section 15 of the 1933 Act (“Distributor
Indemnitees”), free and harmless (a) from and against any and all losses,
claims, demands, liabilities, damages, charges, payments, costs and expenses
(including the costs of investigating or defending any alleged losses, claims,
demands, liabilities, damages, charges, payments, costs or expenses and any
counsel fees incurred in connection therewith) of any and every nature
(“Losses”) which Distributor and/or each of the Distributor Indemnitees may
incur under the 1933 Act, the 1934 Act, any other statute (including Blue
Sky
laws) or any rule or regulation thereunder, or under common law or otherwise,
arising out of or based upon any untrue statement, or alleged untrue statement,
of a material fact contained in the registration statement or any prospectus,
an
annual or interim report to shareholders or sales literature, or any amendments
or supplements thereto, or arising out of or based upon any omission, or
alleged
omission, to state therein a material fact required to be stated therein
or
necessary to make the statements therein not misleading; provided, however,
that
the Trust’s obligation to indemnify Distributor and any of the Distributor
Indemnitees shall not be deemed to cover any Losses arising out of any untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with information relating to the
Distributor and furnished to the Trust or its counsel by Distributor in writing
for the purpose of, and used in, the preparation thereof; (b) from and against
any and all Losses which Distributor and/or each of the Distributor Indemnitees
may incur in connection with this Agreement or the Distributor’s performance
hereunder, except to the extent the Losses result from the Distributor’s willful
misfeasance, bad faith or negligence in the performance of its duties, or
by
reason of its reckless disregard of its obligations and duties under this
Agreement, (c) from and against any and all Losses which Distributor and/or
each
of the Distributor Indemnitees may incur resulting from the actions or inactions
of any prior service provider to the Trust or any Funds in existence prior
to,
and added to Schedule A after, the date of this Agreement, or (d) from and
against any and all Losses which Distributor and/or each of the Distributor
Indemnitees may incur when acting in accordance with instructions from the
Trust
or its representatives; and provided further that to the extent this agreement
of indemnity may require indemnity of any Distributor Indemnitee who is also
a
trustee or officer of the Trust, no such indemnity shall inure to the benefit
of
such trustee or officer if to do so would be against public policy as expressed
in the 1933 Act or the 1940 Act. Promptly after receipt by the Distributor
of
notice of the commencement of an investigation, action, claim or proceeding,
the
Distributor shall, if a claim for indemnification in respect thereof is to
made
under this section, notify the Trust in writing of the commencement thereof,
although the failure to do so shall not prevent recovery by the Distributor
or
any Distributor Indemnitee.
5
5.1(b) The
Trust
shall be entitled to participate at its own expense in the defense or, if
it so
elects, to assume the defense of any suit brought to enforce any such loss,
claim, demand, liability, damage or expense, but if the Trust elects to assume
the defense, such defense shall be conducted by counsel chosen by the Trust
and
approved by the Distributor, which approval shall not be unreasonably withheld.
In the event the Trust elects to assume the defense of any such suit and
retain
such counsel and notifies the Distributor of such election, the indemnified
defendant or defendants in such suit shall bear the fees and expenses of
any
additional counsel retained by them subsequent to the receipt of the Trust’s
election. If the Trust does not elect to assume the defense of any such suit,
or
in case the Distributor does not, in the exercise of reasonable judgment,
approve of counsel chosen by the Trust, or in case there is a conflict of
interest between the Trust and the Distributor or any of the Distributor
Indemnitees, the Trust will reimburse the indemnified person or persons named
as
defendant or defendants in such suit, for the fees and expenses of any counsel
retained by Distributor and them. The Trust’s indemnification agreement
contained in this Section 5.1 and the Trust’s representations and warranties in
this Agreement shall remain operative and in full force and effect regardless
of
any investigation made by or on behalf of the Distributor and each of the
Distributor Indemnitees, and shall survive the delivery of any Shares and
the
termination of this Agreement. This agreement of indemnity will inure
exclusively to the Distributor's benefit, to the benefit of each of the
Distributor Indemnitees, and their estates and successors. The Trust agrees
promptly to notify Distributor of the commencement of any litigation or
proceedings against the Trust or any of its officers or trustees in connection
with the issue and sale of any of the Shares.
5.1(c) The
Trust
acknowledges and agrees that in the event the Distributor, at the direction
of
the Trust, is required to give indemnification to any entity selling Shares
or
providing shareholder services to shareholders or others and such entity
shall
make a claim for indemnification against the Distributor, the Distributor
shall
make a similar claim for indemnification against the Trust and shall be entitled
to such indemnification.
5.2(a) Distributor
shall indemnify, defend and hold the Trust, and each of its present or former
trustees, officers, employees, representatives, and any person who controls
or
previously controlled the Trust within the meaning of Section 15 of the 1933
Act
(“Trust Indemnitees”), free and harmless from and against any and all Losses
which the Trust, and the Trust Indemnitees, may incur under the 1933 Act,
the
1934 Act, any other statute (including Blue Sky laws) or any rule or regulation
thereunder, or under common law or otherwise, (a) arising out of or based
upon
any untrue, or alleged untrue, statement of a material fact contained in
the
Trust’s registration statement or any prospectus, as from time to time amended
or supplemented, or the omission, or alleged omission, to state therein a
material fact required to be stated therein or necessary to make the statement
not misleading, but only if such statement or omission was made in reliance
upon, and in conformity with, information relating to the Distributor and
furnished in writing to the Trust or its counsel by the Distributor for the
purpose of, and used in, the preparation thereof, and (b) to the extent any
Losses arise out of or result from the Distributor’s willful misfeasance, bad
faith or negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties under this Agreement;
Distributor's agreement to indemnify the Trust and any of the Trust Indemnitees
shall not be deemed to cover any Losses to the extent they arise out of or
result from the Trust’s willful misfeasance, bad faith or negligence in the
performance of its duties, or by reason of its reckless disregard of its
obligations and duties, under this Agreement. Promptly after receipt by the
Trust of notice of the commencement of an investigation, action, claim or
proceeding, the Trust shall, if a claim for indemnification in respect thereof
is to made under this section, notify the Distributor in writing of the
commencement thereof, although the failure to do so shall not prevent recovery
by the Trust or any Trust Indemnitee.
6
5.2(b) The
Distributor shall be entitled to participate at its own expense in the defense
or, if it so elects, to assume the defense of any suit brought to enforce
any
such loss, claim, demand, liability, damage or expense, but if the Distributor
elects to assume the defense, such defense shall be conducted by counsel
chosen
by the Distributor and approved by the Trust, which approval shall not be
unreasonably withheld. In the event the Distributor elects to assume the
defense
of any such suit and retain such counsel and notifies the distributor of
such
election, the indemnified defendant or defendants in such suit shall bear
the
fees and expenses of any additional counsel retained by them subsequent to
the
receipt of the Distributor’s election. If the Distributor does not elect to
assume the defense of any such suit, or in case the Trust does not, in the
exercise of reasonable judgment, approve of counsel chosen by the Distributor,
the Distributor will reimburse the indemnified person or persons named as
defendant or defendants in such suit, for the fees and expenses of any counsel
retained by the Trust and them. The Distributor’s indemnification agreement
contained in this Section 5.2 and the Distributor’s representations and
warranties in this Agreement shall remain operative and in full force and
effect
regardless of any investigation made by or on behalf of the Trust or any
of the
Trust Indemnitees, and shall survive the delivery of any Shares and the
termination of this Agreement. This agreement of indemnity will inure
exclusively to the Trust's benefit, to the benefit of each of the Trust
Indemnitees and their estates and successors. The Distributor agrees promptly
to
notify the Trust of the commencement of any litigation or proceedings against
the Distributor or any of its officers or members in connection with the
issue
and sale of any of the Shares.
| 6. |
Offering
of Shares.
|
No
Shares
shall be offered by either the Distributor or the Trust under any of the
provisions of this Agreement and no orders for the purchase or sale of such
Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
1933
Act, or if and so long as the current prospectus as required by Section 10
of
the 1933 Act is not on file with the Commission; provided, however, that
nothing
contained in this Section 6 shall in any way restrict or have an application
to
or bearing upon the Trust’s obligation to repurchase Shares from any shareholder
in accordance with the provisions of the prospectuses or Agreement and
Declaration of Trust.
7
| 7. |
Limitation
of Liability.
|
7.1 The
Distributor shall not be liable for any error of judgment or mistake of law
or
for any loss suffered by the Trust in connection with the performance of
its
obligations and duties under this Agreement, except a loss resulting from
the
Distributor’s willful misfeasance, bad faith or negligence in the performance of
such duties and obligations, or by reason of its reckless disregard thereof.
Furthermore, notwithstanding anything herein to the contrary, the Distributor
shall not be liable for any action taken or omitted to be taken in accordance
with instructions received by the Distributor from an authorized officer,
representative or agent of the Trust or for any action taken or omitted to
be
taken by any prior service provider of the Trust.
7.2
The
Distributor assumes no responsibility hereunder, and shall not be liable,
for
any default, damage, loss of data, errors, delay or any other loss whatsoever
caused by events beyond its reasonable control. The Distributor will, however,
take all reasonable steps to minimize service interruptions for any period
that
such interruption continues beyond its control. Notwithstanding anything
in this
Agreement to the contrary, in no event shall either party, its affiliates
or any
of its or their trustees, members, officers, employees, agents or
subcontractors, be liable for lost profits or consequential
damages.
| 8. |
Term.
|
8.1 This
Agreement shall become effective with respect to each Fund listed on Schedule
A
hereof as of the date hereof and, with respect to each Fund not in existence
on
that date, on the date an amendment to Schedule A to this Agreement relating
to
that Fund is executed. Unless sooner terminated as provided herein, this
Agreement shall continue in effect with respect to each Fund until December
3,
2009. Thereafter, if not terminated, this Agreement shall continue automatically
in effect as to each Fund for successive annual periods, provided such
continuance is specifically approved at least annually by (i) the Trust’s Board
of Trustees or (ii) the vote of a majority (as defined in the 1940 Act and
Rule
18f-2 thereunder) of the outstanding voting securities of a Fund, and provided
that in either event the continuance is also approved by a majority of the
Trust’s Board of Trustees who are not "interested persons" (as defined in the
0000 Xxx) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval.
8.2 This
Agreement may be terminated without penalty with respect to a particular
Fund
(1) through a failure to renew this Agreement at the end of a term, (2) upon
mutual consent of the parties, or (3) on no less than thirty (30) days’ written
notice, by the Trust’s Board of Trustees, by vote of a majority (as defined with
respect to voting securities in the 1940 Act and Rule 18f-2 thereunder) of
the
outstanding voting securities of a Fund, or by the Distributor (which notice
may
be waived by the party entitled to such notice). The terms of this Agreement
shall not be waived, altered, modified, amended or supplemented in any manner
whatsoever except by a written instrument signed by the Distributor and the
Trust. This Agreement will also terminate automatically in the event of its
assignment (as defined in the 1940 Act).
8
8.3 In
the
event of termination of this Agreement, all reasonable expenses associated
with
movement of records and materials and conversion thereof shall be borne by
the
Funds. The Distributor shall not reduce the level of service provided to
the
Trust prior to termination following notice of termination by the
Trust.
| 9. |
Miscellaneous.
|
9.1 The
services of the Distributor rendered to the Funds are not deemed to be
exclusive. The Distributor may render such services and any other services
to
others, including other investment companies. The Trust recognizes that from
time to time members, officers, and employees of the Distributor may serve
as
directors, trustees, officers and employees of other entities (including
other
investment companies), that such other entities may include the name of the
Distributor as part of their name and that the Distributor or its affiliates
may
enter into distribution, administration, fund accounting, transfer agent
or
other agreements with such other entities.
9.2 The
Distributor agrees on behalf of itself and its employees to treat confidentially
and as proprietary information of the Trust all records relative to the Funds’
shareholders, not to use such records and information for any purpose other
than
performance of its responsibilities and duties hereunder, and not to disclose
such information except where the Distributor may be exposed to civil or
criminal proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities or court process, when subject
to
governmental or regulatory audit or investigation, or when so requested by
the
Trust. In case of any requests or demands for inspection of the records of
the
Funds, the Distributor will endeavor to notify the Trust promptly and to
secure
instructions from a representative of the Trust as to such inspection. Records
and information which have become known to the public through no wrongful
act of
the Distributor or any of its employees, agents or representatives, and
information which was already in the possession of the Distributor prior
to
receipt thereof, shall not be subject to this paragraph.
9.3 This
Agreement shall be governed by Wisconsin law, excluding the laws on conflicts
of
laws. To the extent that the applicable laws of the State of Wisconsin, or
any
of the provisions herein, conflict with the applicable provisions of the
1940
Act, the latter shall control, and nothing herein shall be construed in a
manner
inconsistent with the 1940 Act or any rule or order of the Commission
thereunder. Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as
to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or
render unenforceable such provision in any other jurisdiction. In such case,
the
parties shall in good faith modify or substitute such provision consistent
with
the original intent of the parties.
9.4 Any
notice required or to be permitted to be given by either party to the other
shall be in writing and shall be deemed to have been given when sent by
registered or certified mail, postage prepaid, return receipt requested,
as
follows: Notice to the Distributor shall be sent to UMB Distribution Services,
LLC, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, XX 00000, Attention: Xxxxx
Xxxxxxx, and notice to the Trust shall be sent to Investment Managers Series
Trust, 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx X, Xxxxxxxxx, XX 00000 Attention:
President with a copy to Xxxxx Xxxxx Xxxxx, Esq., Xxxxxx Price PC, 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxxxx, XX 00000.
9
9.5 This
Agreement may be executed in counterparts, each of which shall be deemed
to be
an original agreement but such counterparts shall together constitute but
one
and the same instrument.
9.6 The
captions of this Agreement are included for convenience of reference only
and in
no way define or delimit any of the provisions hereof or otherwise effect
their
construction or effect.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be executed by a duly authorized
officer as of the day and year first above written.
By:____________________________________________
President
GRAND
DISTRIBUTION SERVICES, LLC
By:
______________________________________
President
10
Schedule
A
to
the
by
and between
and
Grand
Distribution Services, LLC
|
Fund
|
Adviser
|
Effective
Date
|
||
|
Zacks
Multi-Cap Opportunities Fund
|
Zacks
Investment Management, Inc.
|
January
14, 2008
|
||
11
By:
Zacks
Investment Management, Inc.
______________________________________
Signature
______________________________________
Name
______________________________________
Title
12
