INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
THIS
OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of
March 31, 2010 by and between INVESTMENT MANAGERS SERIES TRUST, a Delaware
statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as
amended from time to time (the “Fund”), a series of the Trust, and the Advisor
of the Fund, PEAK6 ADVISORS LLC, a Delaware limited liability company (the
“Advisor”).
WITNESSETH:
WHEREAS,
the Advisor renders advice and services to the Fund pursuant to the terms and
provisions of an Investment Advisory Agreement between the Trust and the Advisor
dated as of March 31, 2010 (the “Investment Advisory Agreement”);
and
WHEREAS,
the 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 the 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 the Fund’s
current Operating Expenses to an annual rate, expressed as a percentage of the
Fund’s average annual net assets, to the amounts listed in Appendix A (the
“Annual Limit”) with respect to the Fund. In the event that, on a
rolling and aggregate basis for any fiscal year, the current Operating Expenses
for the Fund, as accrued each month, exceed the Fund’s Annual Limit, the Advisor
will pay to the Fund, on a monthly basis, such aggregate excess expense, taking
into account amounts previously paid or waived by the Advisor, within 30 days of
being notified (which notice shall be in writing and shall include documentation
establishing the amount of the Fund’s Operating Expenses) that an excess expense
payment is due. Such payment may be made through a waiver of 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 the
Fund is defined to include all expenses necessary and 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.
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3. Reimbursement of Fees and
Expenses. Any payments to the Fund, or waiver of all or a
portion of the Advisor’s investment advisory fee, by the Advisor pursuant to
this Agreement are subject to reimbursement by the Fund to the Advisor, if on an
aggregate basis for any fiscal year, the current Operating Expenses for the
Fund, as accrued each month, are less than the lesser of (a) the Fund’s Annual
Limit, and (b) any annual expense limitation in place at the time of such fee
waiver or expense reimbursement by the Advisor (a "Prior Annual
Limit"). Reimbursement will be made in an amount equal to the
difference between (x) the lesser of the Annual Limit and the Prior Annual
Limit, and (y) the aggregate current Operating Expenses for the applicable
fiscal year, but in no case will the reimbursement amount exceed the total
amount of payments (which shall be deemed to include any waived portion of the
Advisor’s investment advisory fee) made by the Advisor pursuant to this
Agreement nor will the reimbursement amount include any amounts previously
reimbursed. No reimbursement will cause the total Operating Expenses
paid by the Fund to exceed the Annual Limit for that Fund and such reimbursement
may not be paid prior to the Fund’s payment of current Operating
Expenses. The Advisor will be entitled to (but may waive)
reimbursement for payments made to the Fund pursuant to this Agreement for a
period of three (3) years from the date of the payment or
waiver. Notwithstanding anything to the contrary herein, the
provisions of this Paragraph 3 shall survive the termination of this Agreement,
provided that the Investment Advisory Agreement has not been
terminated. In such event, the Annual Limits for purposes of this
Paragraph 3 shall continue to be the amounts listed in Appendix A.
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 the 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 the 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;
Amendment. This Agreement and all rights and obligations
hereunder may not be assigned without the written consent of the other
party. This Agreement may only be amended, modified, waived or
supplemented by an instrument in writing executed by each of the parties
hereto.
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.
9. Notices. Any
notices or other communications required or permitted hereunder shall be in
writing and shall be sufficiently given (and shall be deemed to have been duly
given upon receipt) if sent by overnight mail, registered mail or certified
mail, postage prepaid, or by hand, to the parties at the following addresses (or
at such other address for a party as shall be specified by like
notice):
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If to the
Advisor to:
PEAK6
Advisors LLC
x/x XXXX0
Xxxxxxxxxxx, X.X.
000 X.
Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxxx 00000
Telephone:
(312) [______]
Facsimile:
(312) [______]
Attention: Xxxxxx
Xxxxxxx
with a
copy (which shall not constitute effective notice) to:
PEAK6
Advisors LLC
x/x XXXX0
Xxxxxxxxxxx, X.X.
000 X.
Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxxx 00000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Attention: Chief
Legal Officer
If to
Trust or the Fund to:
Name:
PEAK6 Plus Fund
Address:
000 X. Xxxxxxxx Xxxxxx
Xxxx,
Xxxxx ZIP: Xxxxxxxxx, XX 00000
Attention:
President
Fax No.:
000-000-0000
Phone
No.: 000-000-0000
With a
copy to:
Xxxxxxx
XxXxxxxxx LLP
Address: 000
Xxxxx Xxxxx Xxxxxx
Xxxx,
Xxxxx ZIP: Xxx Xxxxxxx, XX 00000-0000
Attn: Xxxxxxx
Xxxxxx, Esq.
Fax
No.: 000.000.0000
Phone
No.: 000-000-0000
or to
such other address as such party may indicate by a notice delivered to the other
party hereto.
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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.
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PEAK6
ADVISORS 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:
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Title:
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4
Appendix
A
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Fund
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Operating Expense Limit
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PEAK6
Plus Fund
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1.75%
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5
