INVESTMENT MANAGERS SERIES TRUST
AMENDED AND RESTATED
SHAREHOLDER SERVICE PLAN
WHEREAS: Investment Managers Series Trust (the “Trust”) is registered as an open-end investment company under the Investment Company Act of 1940, as amended (the “Act”).
The Trust desires to adopt a Plan to provide for shareholder servicing for the benefit of each series of the Trust set forth on Schedule A (each a “Fund”), or each class of each Fund set forth on Schedule A (each a “Class”), as applicable, and the beneficial owners (the “Clients”) of the shares of such Fund or Class (the “Shares”). Schedule A may be amended from time to time to add or remove a Fund, subject to the requirements of paragraph 5 below.
The investment advisor of each Fund (each an “Advisor”) may serve as the Fund’s shareholder servicing agent.
NOW, THEREFORE, in consideration of the foregoing, the Trust hereby adopts this Plan on behalf of each Fund or Class, as applicable, for the Shares on the following terms and conditions:
1. The Fund or Class, as applicable, may pay the Fund’s Advisor, as set forth in paragraph 3, for providing or for arranging for the provision by securities broker-dealers and other securities professionals (“Service Organizations”) of non-distribution personal shareholder services (“Shareholder Services”) to Clients, including but not limited to shareholder servicing provided by the Advisor. Alternatively, the Fund may pay Service Organizations directly for the provision of Shareholder Services.
2. Such services may include, but are not limited to, (a) establishing and maintaining accounts and records relating to Clients who invest in the Fund or Class, as applicable; (b) aggregating and processing orders involving Shares; (c) processing dividend and other distribution payments from the Fund on behalf of Clients; (d) preparing tax reports or forms on behalf of Clients; (e) forwarding communications from the Fund to Clients; (f) providing sub-accounting with respect to Shares or the information to the Fund necessary for sub-accounting; (g) providing Clients with a service that invests the assets of their accounts in Shares pursuant to specific or pre-authorized instructions; and (h) providing such other similar services as the Advisor may reasonably request to the extent it or a Service Organization is permitted to do so under applicable statutes, rules or regulations.
3. The Fund or Class, as applicable, shall pay the Advisor or a Service Organization, as applicable, for its services up to the maximum annual rate of the average daily net asset value of the Fund or Class as set forth on Schedule A. The Fund or Class, as applicable, may make such payments monthly, and payments to the Advisor or Service Organization may exceed the amount expended by the Advisor or Service Organization during the month or the year to date. The payments shall be calculated monthly. In the event that payments to the Advisor during a fiscal year exceed the amounts expended by the Advisor (or accrued, in the case of payments to Service Organizations) during a fiscal year, the Advisor will promptly refund to the Fund or Class any such excess. Payments by the Fund or Class under this Shareholder Service Plan may be discontinued, or the rate amended, at any time by the Board of Trustees of the Trust, in its sole discretion. The Advisor may make final and binding decisions as to all matters relating to payments to Service Organizations, including but not limited to (i) the identity of Service Organizations; and (ii) what Shares, if any, are to be attributed to a particular Service Organization, to a different Service Organization or to no Service Organization.
4. While this Plan is in effect, the Trust’s Co-Administrator shall report in writing at least quarterly to the Trust’s Board of Trustees, and the Board shall review, the amounts expended under this Plan and the purposes for which such expenditures were made.
5. This Plan will be effective with respect to a Fund or Class, as applicable, upon the approval of the Plan with respect to such Fund or Class by a vote of the Board of Trustees of the Trust, including a majority of the Trustees who are not “interested persons” (as defined in the Act) of the Trust and who have no direct or indirect financial interest in the operation of this Plan (the “Independent Trustees”). This Plan shall, unless terminated as hereinafter provided, continue in effect with respect to each Fund and Class for one year from the date of Board approval, and from year to year thereafter only so long as such continuance is specifically approved at least annually by the Trust’s Board of Trustees including the Independent Trustees. This Plan may be terminated or amended with respect to a Fund or Class at any time by a vote of a majority of the Independent Trustees.
Adopted on: September 18, 2013
[Amended on June 18, 2015.]
[Amended on June 9, 2016.]
Schedule A
| Fund/Class | Annual Rate | Approval Date |
| 361 Domestic Long/Short Equity Fund – Investor Class | 0.15% | March 10, 2016 |
| 361 Domestic Long/Short Equity Fund – Class I | 0.15% | March 10, 2016 |
| 361 Global Managed Futures Strategy Fund – Investor Class | 0.15% | December 5, 2013 |
| 361 Global Managed Futures Strategy Fund – Class I | 0.15% | December 5, 2013 |
| 361 Global Long/Short Equity Fund – Investor Class | 0.15% | September 24, 2014 |
| 361 Global Long/Short Equity Fund – Class I | 0.15% | September 24, 2014 |
| 361 Global Long/Short Equity Fund – Class T* | 0.15% | September 21, 2017 |
| 361 Macro Opportunity Fund – Investor Class | 0.15% | September 18, 2013 |
| 361 Macro Opportunity Fund – Class I | 0.15% | September 18, 2013 |
| 361 Managed Futures Strategy Fund – Investor Class | 0.15% | September 18, 2013 |
| 361 Managed Futures Strategy Fund – Class I | 0.15% | September 18, 2013 |
| 361 U.S. Small Cap Equity Fund – Investor Class | 0.15% | September 22, 2016 |
| 361 U.S. Small Cap Equity Fund – Class I | 0.15% | September 22, 2016 |
| AAM/Insight Select Income Fund – Class A | 0.10% | March 5, 2014 |
| AAM/Insight Select Income Fund – Class C | 0.10% | March 5, 2014 |
| AAM/Insight Select Income Fund – Class I | 0.10% | March 5, 2014 |
| AAM/Bahl & Gaynor Income Growth Fund – Class A | 0.15% | March 5, 2014 |
| AAM/Bahl & Gaynor Income Growth Fund – Class T* | 0.15% | March, 16, 2017 |
| AAM/Bahl & Gaynor Income Growth Fund – Class C | 0.15% | March 5, 2014 |
| AAM/Bahl & Gaynor Income Growth Fund – Class I | 0.15% | March 5, 2014 |
| AAM/HIMCO Global Enhaced Dividend Fund – Class A* | 0.15% | September 21, 2017 |
| AAM/HIMCO Global Enhanced Dividend Fund – Class C* | 0.15% | September 21, 2017 |
| AAM/HIMCO Global Enhanced Dividend Fund – Class I | 0.15% | September 21, 2017 |
| AAM/HIMCO Short Duration Fund – Class A | 0.10% | March 5, 2014 |
| AAM/HIMCO Short Duration Fund – Class T* | 0.10% | March 16, 2017 |
| AAM/HIMCO Short Duration Fund – Class C | 0.10% | March 5, 2014 |
| AAM/HIMCO Short Duration Fund – Class I | 0.10% | March 5, 2014 |
| AAM/Phocas Real Estate Fund – Class A | 0.15% | June 21, 2018 |
| AAM/Phocas Real Estate Fund – Class C | 0.15% | June 21, 2018 |
| AAM/Phocas Real Estate Fund – Class I | 0.15% | June 21, 2018 |
| Advisory Research International Small Cap Value Fund – Investor Class | 0.15% | December 5, 2013 |
| Aristotle Core Equity Fund – Class I | 0.15% | March 16, 2017 |
| Aristotle International Equity Fund | 0.15% | March 5, 2014 |
| Aristotle Small Cap Equity Fund – Class I | 0.15% | September 18, 2015 |
| Aristotle Value Equity Fund – Class I | 0.15% | September 18, 2015 |
| Braddock Multi-Strategy Income Fund – Class A | 0.15% | December 10, 2015 |
| Braddock Multi-Strategy Income Fund – Class T* | 0.15% | March 16, 2017 |
| Braddock Multi-Strategy Income Fund – Class C | 0.15% | December 10, 2015 |
| Braddock Multi-Strategy Income Fund – Institutional Class | 0.15% | December 10, 2015 |
| Center Coast MLP Focus Fund – Class A | 0.15% | December 5, 2013 |
| Center Coast MLP Focus Fund – Class T* | 0.15% | March 16, 2017 |
| Center Coast MLP Focus Fund – Class C | 0.15% | December 5, 2013 |
| Center Coast MLP Focus Fund – Class I | 0.15% | December 5, 2013 |
| EP Emerging Market Small Companies Fund – Class A | 0.15% | September 18, 2013 |
| EP Emerging Market Small Companies Fund – Class I | 0.15% | September 18, 2013 |
| EuroPac Gold Fund – Class A | 0.15% | September 18, 2013 |
| EuroPac International Bond Fund – Class A | 0.15% | September 18, 2013 |
| EuroPac International Bond Fund – Class I | 0.15% | September 18, 2013 |
| EuroPac International Dividend Income Fund – Class A | 0.15% | December 5, 2013 |
| EuroPac International Dividend Income Fund – Class I | 0.15% | December 5, 2013 |
| EuroPac International Value Fund – Class A | 0.15% | September 18, 2013 |
| EuroPac International Value Fund – Class I | 0.15% | September 18, 2013 |
| Horizon Spin-off and Corporate Restructuring Fund – Class A | 0.15% | December 5, 2013 |
| Horizon Spin-off and Corporate Restructuring Fund – Class C | 0.15% | December 5, 2013 |
| Horizon Spin-off and Corporate Restructuring Fund – Institutional Class | 0.15% | December 5, 2013 |
| KL Allocation Fund – Advisor Class | 0.15% | September 18, 2013 |
| KL Allocation Fund – Institutional Class | 0.15% | September 18, 2013 |
| LS Theta Fund – Investor Class | 0.15% | March 5, 2014 |
| LS Theta Fund – Institutional Class | 0.15% | March 5, 2014 |
| Oak Ridge Disciplined Growth Fund – Class A* | 0.15% | June 9, 2016 |
| Oak Ridge Disciplined Growth Fund – Class I | 0.15% | June 9, 2016 |
| Oak Ridge Dividend Growth Fund – Class A | 0.15% | September 18, 2013 |
| Oak Ridge Dividend Growth Fund – Class I | 0.15% | September 18, 2013 |
| Oak Ridge Dynamic Small Cap Fund – Class A* | 0.15% | June 18, 2015 |
| Oak Ridge Dynamic Small Cap Fund – Class I | 0.15% | June 18, 2015 |
| Oak Ridge Global Resources & Infrastructure Fund – Class A | 0.15% | June 15, 2017 |
| Oak Ridge Global Resources & Infrastructure Fund – Class I | 0.15% | June 15, 2017 |
| Oak Ridge International Small Cap Fund – Class A* | 0.15% | June 18, 2015 |
| Oak Ridge International Small Cap Fund – Class I | 0.15% | June 18, 2015 |
| Palmer Square Strategic Credit Fund – Class A | 0.25% | September 18, 2013 |
| Palmer Square Strategic Credit Fund – Class I | 0.25% | September 18, 2013 |
| Palmer Square Income Plus Fund | 0.15% | June 19, 2014 |
| Palmer Square Ultra-Short Duration Investment Grade Fund – Class I | 0.15% | September 22, 2016 |
| Palmer Square SSI Alternative Income Fund – Class A | 0.25% | September 18, 2013 |
| Palmer Square SSI Alternative Income Fund – Class I | 0.25% | September 18, 2013 |
| Riverbridge Growth Fund – Institutional Class | 0.10% | September 18, 2013 |
| Riverbridge Growth Fund – Investor Class | 0.10% | September 18, 2013 |
| Riverbridge Eco Leaders Fund – Institutional Class | 0.10% | September 18, 2013 |
| Riverbridge Eco Leaders Fund – Investor Class | 0.10% | September 18, 2013 |
| Robinson Opportunistic Income Fund – Class A | 0.15% | December 10, 2015 |
| Robinson Opportunistic Income Fund – Class T* | 0.15% | March 16, 2017 |
| Robinson Opportunistic Income Fund – Class C | 0.15% | December 10, 2015 |
| Robinson Opportunistic Income Fund – Institutional Class | 0.15% | December 10, 2015 |
| Robinson Tax Advantaged Income Fund – Class A | 0.15% | September 24, 2014 |
| Robinson Tax Advantaged Income Fund – Class T* | 0.15% | March 16, 2017 |
| Robinson Tax Advantaged Income Fund – Class C | 0.15% | September 24, 2014 |
| Robinson Tax Advantaged Income Fund – Class I | 0.15% | September 24, 2014 |
| Segall Bryant & Hamill All Cap Fund | 0.10% | September 18, 2013 |
| Segall Bryant & Hamill Small Cap Value Fund | 0.10% | September 18, 2013 |
| SilverPepper Commodity Based Global Macro Fund – Advisor Class | 0.25% | September 18, 2013 |
| SilverPepper Merger Arbitrage Fund – Advisor Class | 0.25% | September 18, 2013 |
| Towle Deep Value Fund | 0.15% | September 18, 2013 |
| WCM Focused Emerging Markets Fund – Institutional Class | 0.15% | September 18, 2013 |
| WCM Focused Emerging Markets Fund – Investor Class | 0.15% | September 18, 2013 |
| WCM Focused Global Growth Fund – Institutional Class | 0.15% | September 18, 2013 |
| WCM Focused Global Growth Fund – Investor Class | 0.15% | September 18, 2013 |
| WCM Focused International Growth Fund – Institutional Class | 0.15% | September 18, 2013 |
| WCM Focused International Growth Fund – Investor Class | 0.15% | September 18, 2013 |
| WCM International Small Cap Growth Fund | 0.15% | October 30, 2015 |
| West Loop Realty Fund – Class A | 0.15% | December 5, 2013 |
| West Loop Realty Fund – Class T* | 0.15% | March 16, 2017 |
| West Loop Realty Fund – Class C | 0.15% | December 5, 2013 |
| West Loop Realty Fund – Institutional Class | 0.15% | December 5, 2013 |
| * | Fund/Class has not commenced operations. |
