0000894189-19-008349 Sample Contracts

SUB-ADVISORY AGREEMENT BETWEEN NORTH SQUARE INVESTMENTS, LLC AND
Sub-Advisory Agreement • December 13th, 2019 • Investment Managers Series Trust • Delaware

THIS SUB-ADVISORY AGREEMENT (the “Agreement”), dated as of _________, 20__, is entered into by and between North Square Investments, LLC, a Delaware limited liability company, with its principal office and place of business at 10 S. LaSalle Street, Suite 1925, Chicago, IL 60603 (the “Adviser”), and Red Cedar Investment Management, LLC, a Michigan limited liability company with its principal office and place of business at 333 Bridge Street NW, Suite 601, Grand Rapids, Michigan 49504 (the “Sub-Adviser”).

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FIRST AMENDMENT to the CUSTODY AGREEMENT
Custody Agreement • December 13th, 2019 • Investment Managers Series Trust

THIS FIRST AMENDMENT to the Custody Agreement is made and entered into by and between NORTH SQUARE INVESTMENTS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”). and is effective as of the date last written on the signature block.

NORTH SQUARE INVESTMENTS TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 13th, 2019 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of _________, 2019 by and between NORTH SQUARE INVESTMENTS TRUST, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (each a “Fund”), and the investment advisor of the Funds, North Square Investments, LLC (the “Advisor”).

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 13th, 2019 • Investment Managers Series Trust • Delaware

This first amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of May 10, 2019 by and between North Square Investments Trust (“Client”) and Compass Distributors, LLC (“Foreside”) is entered into as of ___________, 2019 (the “Effective Date”).

FIRST AMENDMENT to the TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 13th, 2019 • Investment Managers Series Trust

THIS FIRST AMENDMENT to the Transfer Agent Servicing Agreement is made and entered into by and between NORTH SQUARE INVESTMENTS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a/ U. S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”) and is effective as of the date last written on the signature block.

FIRST AMENDMENT to the FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 13th, 2019 • Investment Managers Series Trust

THIS FIRST AMENDMENT to the Fund Administration Servicing Agreement is made and entered into by and between NORTH SQUARE INVESTMENTS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a/ U. S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”) and is effective as of the date last written on the signature block.

INVESTMENT ADVISORY AGREEMENT BETWEEN NORTH SQUARE INVESTMENTS TRUST AND NORTH SQUARE INVESTMENTS, LLC
Investment Advisory Agreement • December 13th, 2019 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of the ___ of August, 2018 is entered into by and between North Square Investments Trust, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as may be amended from time to time (each a “Fund”), and North Square Investments, LLC, a Delaware Limited Liability Company (the “Adviser”).

FIRST AMENDMENT to the FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 13th, 2019 • Investment Managers Series Trust

THIS FIRST AMENDMENT to the Fund Accounting Servicing Agreement is made and entered into by and between NORTH SQUARE INVESTMENTS TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC d/b/a/ U. S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”) and is effective as of the last date on the signature block.

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