AMENDED AND RESTATED
EXPENSE CAP AGREEMENT
Agreement made this 6th day of October, 2000, as amended as of July 1,
2001, between Fund Asset Management, L.P., as administrator (the
"Administrator"), and the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Investment Managers Funds, Inc., on
behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Total Return Bond Fund and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Low Duration
Fund (individually, a "Fund" and collectively, the "Funds").
WHEREAS, the Administrator has agreed to reimburse the Funds for expenses
that exceed certain expense limits for a period of time, and
WHEREAS, shareholders of the Funds benefit from any expense limits agreed
to by the Administrator.
NOW, THEREFORE, the Funds and the Administrator agree to expense limits on
the annual operating expenses of the Funds, as follows:
Expense Limit
(as a percentage of average net assets)
Fund Class A Class B Class C Class D
---- ------- ------- ------- -------
Total Return Bond 0.65% 1.65% 1.65% 0.90%
Low Duration 0.58% 1.48% 1.48% 0.83%
The Administrator agrees to continue the foregoing expense limits through June
30, 2002 and thereafter may change any of them only upon 30 days' prior notice
to the applicable Fund's shareholders.
IN WITNESS WHEREOF, the parties have signed this amended and restated
agreement effective as of the day and year first above written.
FUND ASSET MANAGEMENT, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ INVESTMENT
MANAGERS FUNDS, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
