SUBSCRIPTION AGREEMENT
THIS
SUBSCRIPTION AGREEMENT is entered into as of the 24th day of July, 2008,
between Investment
Managers Series Trust,
a
statutory trust organized and existing under the laws of Delaware (the "Trust"),
and Zacks
Investment Management, Inc.
(the
"Purchaser").
THE
PARTIES HEREBY AGREE AS FOLLOWS:
1.
PURCHASE AND SALE OF THE SHARES
| 1.1 |
SALE
AND ISSUANCE OF SHARES. Subject to the terms and conditions of this
Agreement, the Trust agrees to sell to the Purchaser, and the Purchaser
agrees to purchase from the Trust the number of shares of beneficial
interest, par value $0.01, of the Zacks
Market Neutral Fund
series of the Trust (the "Shares") as set forth in the following
table:
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Share Class
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Number of Shares
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Price Per Share
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Aggregate
Purchase
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Shares
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A
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6,000
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$
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15.00
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$
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90,000
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C
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666.67
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$
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15.00
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$
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10,000
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2.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby
represents and warrants to, and covenants for the benefit of, the Trust
that:
2.1
PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made by the Trust with
the
Purchaser in reliance upon the Purchaser's representation to the Trust, which
by
the Purchaser's execution of this Agreement the Purchaser hereby confirms,
that
the Shares are being acquired for investment for the Purchaser's own account,
and not as a nominee or agent and not with a view to the resale or distribution
by the Purchaser of any of the Shares, and that the Purchaser has no present
intention of selling, granting any participation in, or otherwise distributing
the Shares, in either case in violation of any securities registration
requirement under applicable law, but subject nevertheless, to any requirement
of law that the disposition of its property shall at all times be within its
control. By executing this Agreement, the Purchaser further represents that
the
Purchaser does not have any contract, undertaking, agreement or arrangement
with
any person to sell, transfer or grant participation to such person or to any
third person, with respect to any of the Shares.
2.2
INVESTMENT EXPERIENCE. The Purchaser acknowledges that it can bear the economic
risk of the investment for an indefinite period of time and has such knowledge
and experience in financial and business matters (and particularly in the
business in which the Trust operates) as to be capable of evaluating the merits
and risks of the investment in the Shares. The Purchaser is an "accredited
investor" as defined in Rule 501(a) of Regulation D under the Securities Act
of
1933 (the "1933 Act").
2.3
RESTRICTED SECURITIES. The Purchaser understands that the Shares are
characterized as "restricted securities" under the United States securities
laws
inasmuch as they are being acquired from the Trust in a transaction not
involving a public offering and that under such laws and applicable regulations
such Shares may be resold without registration under the 1933 Act only in
certain circumstances. In this connection, the Purchaser represents that it
understands the resale limitations imposed by the 1933 Act and is generally
familiar with the existing resale limitations imposed by Rule 144
thereunder.
2.4
FURTHER LIMITATIONS ON DISPOSITION. The Purchaser further agrees not to make
any
disposition directly or indirectly of all or any portion of the Shares unless
and until:
(a)
There
is then in effect a registration statement under the 1933 Act covering such
proposed disposition and such disposition is made in accordance with such
registration statement; or
(b)
The
Purchaser shall have furnished the Trust with an opinion of counsel, reasonably
satisfactory to the Trustees, that such disposition will not require
registration of such Shares under the 1933 Act.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
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By:
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Name:
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Title:
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ZACKS
INVESTMENT MANAGEMENT, INC.
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By:
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Name:
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Title:
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