INVESTMENT MANAGERS SERIES TRUST SHAREHOLDER SERVICES AGREEMENT
THIS
SHAREHOLDER SERVICES AGREEMENT (this “Agreement”) is made as of the 25th day of
March, 2009, by and between INVESTMENT MANAGERS SERIES TRUST, a Delaware
statutory trust (the “Trust”), and ZACKS INVESTMENT MANAGEMENT, INC. an Illinois
corporation (“ZIM”).
WITNESSETH
WHEREAS,
the Trust is registered as open-end management investment company under the
Investment Company Act of 1940, as amended (the “1940 Act”); and
WHEREAS,
the Trust, on behalf of certain series of the Trust listed on Exhibit A
hereto, as the same may be amended from time to time (each, a “Fund”), wishes to
retain ZIM to provide certain services described herein to clients (“Clients”)
who from time to time beneficially own shares (“Shares”) of any of the Funds,
and ZIM is willing to provide such shareholder services in accordance with the
terms and conditions of this Agreement.
NOW,
THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. The
Trust, on behalf of the Funds, hereby appoints ZIM to provide the shareholder
services specified in Section 2 of this Agreement to those Clients who may from
time to time beneficially own Shares of the Funds. ZIM accepts the
appointment and agrees to provide those shareholder services in return for
compensation as provided in Section 6 of this Agreement. ZIM agrees
that the shareholder services required to be furnished hereunder shall be
furnished in compliance with all relevant provisions of state and federal law,
and in compliance with all applicable rules and regulations of all relevant
regulatory agencies, including, without limitation, the 1940 Act, the Securities
Exchange Act of 1934, as amended (the “1934 Act”), the applicable rules and
regulations promulgated thereunder, and the applicable Conduct Rules of the
Financial Industry Regulatory Authority, Inc.
2. Services and
Responsibilities on a Continuing Basis. ZIM will provide the
following shareholder services on a regular basis, which shall be daily, weekly,
or as otherwise appropriate, unless otherwise specified by the
Trust:
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(a)
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responding
to Client inquiries;
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(b)
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processing
purchases and redemptions of shares of the Funds, including reinvestment
of dividends;
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(c)
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assisting
Clients in changing dividend options, account designations and
addresses;
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(d)
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transmitting
proxy statements, annual reports, prospectuses, and other correspondence
from the Funds to Clients (including, upon request, copies, but not
originals, of regular correspondence, confirmations, or regular statements
of account); and
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(e)
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providing
such other information and assistance to Clients as may be reasonably
requested by such Clients.
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ZIM is
under no obligation to, and shall not, provide pursuant to this Agreement any
services with respect to the sale or distribution of shares of the
Funds.
3. Standard of
Care. In the performance of its duties hereunder, ZIM shall be
obligated to exercise due care and diligence and to act in good faith and to use
its best efforts. Without limiting the generality of the foregoing or
of any other provision of this Agreement, ZIM shall not be liable for delays or
errors or losses of data that result from acts of war or terrorism, national
emergencies or catastrophes directly affecting ZIM, but such relief from
liability shall not extend to delays, errors, or losses of data that result from
power failures or other contingencies that typically are addressed by
contingency or emergency plans meeting industry standards.
4. Confidentiality. ZIM
agrees, on behalf of itself and its employees, to treat confidentially all
records and other information about the Funds and the Trust and all prior,
present, or potential Clients. This confidential information may be
disclosed only after prior notification to, and approval of release of
information in writing by, the Trust, which approval shall not be unreasonably
withheld, nor may it be withheld where ZIM may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust.
5. Independent
Contractor. ZIM shall, for all purposes herein, be deemed to
be an independent contractor, and ZIM shall, unless otherwise expressly provided
and authorized to do so, have no authority under this Agreement to act for or
represent the Trust or the Funds in any way, or in any way be deemed an agent
for the Trust or for the Funds, except to the limited extent expressly provided
in this Agreement. It is expressly understood and agreed that the
services to be rendered by ZIM under the provisions of this Agreement are not to
be deemed exclusive, and ZIM shall be free to render similar or different
services to others so long as its ability to render the services provided for in
this agreement shall not be impaired materially thereby.
6. Compensation. As
compensation for the services rendered and responsibilities assumed by ZIM
during the term of this Agreement, each Fund will pay to ZIM a service fee not
to exceed the per annum percentage of the average daily net asset value of such
Fund’s shares set forth on Exhibit A. The
service fee shall be accrued daily by the Funds and paid to ZIM on a monthly
basis.
7. Indemnification.
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(a)
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ZIM
agrees to indemnify and hold harmless the Funds, the Trust and its
officers and Trustees from all claims and liabilities (including, without
limitation, liabilities arising under the Securities Act of 1933, the 1934
Act, the 1940 Act, and any state and foreign securities laws, all as
amended from time to time) and expenses, including (without limitation)
reasonable attorneys’ fees and disbursements, arising directly or
indirectly from any action or thing which ZIM takes or does or omits to
take or do which is in violation of this Agreement, not in accordance with
written instructions given by an officer of the Trust, in violation of
written procedures then in effect, or arising out of ZIM’s own willful
misfeasance, bad faith, negligence or reckless disregard of the duties and
obligations under this Agreement.
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(b)
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ZIM
shall provide such security as is necessary to prevent unauthorized use of
any on-line computer facilities. ZIM agrees to release,
indemnify and hold harmless the Trust and the Funds from any all direct or
indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by ZIM, its officers, employees or agents
regarding the redemption, transfer or registration of the Fund’s shares
for accounts of its Clients. Officers of ZIM will be available
to consult from time to time with officers of the Trust and the Trustees
concerning performance of the services contemplated by Section 2 of this
Agreement.
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8. Fund
Information. No person is authorized to make any
representations concerning the Funds, Shares of the Funds or shareholder
services that are inconsistent with the terms of this
Agreement. Neither ZIM nor any of its respective agents will use or
distribute, or authorize the use or distribution of, any statements other than
those contained in the Funds’ current Prospectuses or Statements of Additional
Information or in such current supplemental literature as may be authorized by
the Funds.
9. Duration and
Termination. This Agreement shall continue until terminated by
the Trust or ZIM on 60 days’ prior written notice to the other. ZIM’s
indemnification obligations under Section 7(a) shall survive the
termination of this Agreement. All notices and other communications
hereunder shall be writing.
10. Amendments. This
Agreement or any part hereof may be changed or waived only by an instrument in
writing signed by the party against which enforcement of such charge or waiver
is sought.
11. Miscellaneous.
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(a)
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This
Agreement embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings,
relating to the subject matter
hereof.
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(b)
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The
captions in this Agreement are included for convenience of reference only
and in no way define or limit any of the provisions hereof or otherwise
affect their construction or
effect.
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(c)
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This
Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware.
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(d)
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If
any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
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(e)
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ZIM
acknowledges that it has received notice of and accepts the limitations of
the Funds’ liability set forth in the Trust’s Agreement and Declaration of
Trust. ZIM agrees that each Fund’s obligations under this
Agreement shall be limited to the Fund and to its assets, and that ZIM
shall not seek satisfaction of any such obligation from the Fund or from
any trustee, officer, employee or agent of the Trust or the
Fund.
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(f)
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This
Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective
successors.
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(g)
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This
Agreement may not be assigned without the prior mutual written consent of
all parties.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
officers designated below on the day and year first written above.
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ZACKS
INVESTMENT MANAGEMENT, INC.
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By: __________________________
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By: __________________________
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Name:
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Name:
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Title:
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Title:
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EXHIBIT
A
FUNDS
COVERED BY THE
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Name of
Fund
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Annual Service Fee
Rate
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Zacks
Multi-Cap Opportunities Fund – Class A
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0.25%
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Zacks
Multi-Cap Opportunities Fund – Class C
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0.25%
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Zacks
Market Neutral Fund – Class A
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0.25%
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Zacks
Market Neutral Fund – Class C
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0.25%
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Dated: March
25, 2009
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