AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT
AMENDED
AND RESTATED
SHAREHOLDER
SERVICES AGREEMENT (the “Agreement”) dated this 25th day of March, 2009 by and
between the 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 and the Zacks Market
Neutral Fund (each a “Fund” and collectively the “Funds”)). In this
regard, the Distributor may enter into agreements with various financial
services firms (“Firms”) to provide related services and facilities for
investors in each Share Class (“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. 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 Trust in any way or otherwise be deemed an agent of the
Trust. The Distributor, by separate agreement with the Trust, may
also serve the Trust in other capacities. The services of the
Distributor to the Trust 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 may enter into agreements with various Firms to provide
administrative and other services described herein directly to or for the
benefit of Investors. Such Firms shall at all times be deemed to be
independent contractors retained by the Distributor and not the
Trust. The Distributor and not the Funds 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
Funds may pay to the Distributor any amount authorized for payment to the
Distributor out of the Amended Rule 12b-1 Plan for each Share Class (the
“Plan”). The administrative services fee will be calculated
separately for each Share Class as an expense of each such Share
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 Distributor may compensate such
Firms directly or work with the Trust’s service providers to have the
distribution service fee paid directly by the Fund to such Firms. The payment
of fees pursuant to this Agreement, for each Share Class, is subject to and
contingent upon, the continued effectiveness of the Plan authorizing such
payment for such Share 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. Each
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
March 25, 2010, 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
Board of Trustees (the “Board”), including a majority of the Trustees who are
not interested persons of the Trust 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. This Agreement 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 or, in the event of the termination of the
Distribution Agreement between the Trust and Distributor, upon the effective
date of such termination. The Trust may effect termination with
respect to any Share Class, as applicable, by a vote of (i) a majority of
the Trustees who are not interested persons of the Trust and who have no direct
or indirect financial interest in the operation of the Plan, this Agreement or
in any other agreement related to the Plan or this Agreement or (ii) a
majority of the outstanding voting securities of such Share
Class. Without prejudice to any other remedies of the Trust, the
Trust 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 a Fund for services hereunder with respect to a Share Class, as
applicable, without a vote of a majority of the outstanding voting securities of
such Share Class. All material amendments to this Agreement must in
any event be approved by a vote of a majority of the Board, including the
Trustees who are not interested persons of the Trust 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 persons” 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 (the “Act”), and the rules and regulations
thereunder.
5. Any
person authorized to direct the disposition of monies paid or payable by a Fund
pursuant to the Plan, this Agreement, or any related agreement, shall provide to
the Board and the Board 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. Actions shall be taken separately for each Share Class as
the Act and the rules and regulations thereunder so require.
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 Trust’s Agreement and
Declaration of Trust and all amendments thereto, all of which are part of the
Trust’s Registration Statement on Form N-1A, 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 each
Share Class. 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 Share Class,
whether in accordance with the express terms hereof or otherwise, the
Distributor shall have recourse solely against the assets of such Share Class to
satisfy such claim and shall have no recourse against the assets of any other
Share Class 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 Trust 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:
3/25/09
