0001144204-08-005751 Sample Contracts

TRANSFER AGENCY AGREEMENT
Transfer Agency Agreement • February 1st, 2008 • Investment Managers Series Trust • Wisconsin

THIS TRANSFER AGENCY AGREEMENT is made as of this 14th day of January, 2008, by and between Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • February 1st, 2008 • Investment Managers Series Trust • Wisconsin

THIS AGREEMENT is made as of this 3rd day of December, 2007, by and between Investment Managers Series Trust, a Delaware statutory trust (the “Trust”) and Grand Distribution Services, LLC, a Wisconsin limited liability company (the “Distributor”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • February 1st, 2008 • Investment Managers Series Trust • Wisconsin

THIS AGREEMENT is made as of this 3rd day of December, 2007, by and between Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), and UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”).

CO-ADMINISTRATION AGREEMENT
Co-Administration Agreement • February 1st, 2008 • Investment Managers Series Trust • Wisconsin

THIS CO-ADMINISTRATION AGREEMENT (the “Agreement”) is made as of this 3rd day of December, 2007, by and between Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), UMB Fund Services, Inc., a Wisconsin corporation (“UMBFS”), and Mutual Fund Administration Corporation, a California corporation (“MFAC”). UMBFS and MFAC are collectively referred to herein as the “Co-Administrators,” in singular or plural usage, as required by context.

INVESTMENT ADVISORY AGREEMENT FOR THE ZACKS MULTI-CAP OPPORTUNITIES FUND OF THE INVESTMENT MANAGERS SERIES TRUST
Investment Advisory Agreement • February 1st, 2008 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of December 1, 2007, between the Investment Managers Series Trust (f/k/a Claymore Trust), a Delaware statutory trust (the “Trust”), on behalf of its series the Zacks Multi-Cap Opportunities Fund (f/k/a Claymore/Zacks Multi-Cap Opportunities Fund) (the “Fund”), and Zacks Investment Management, Inc., an Illinois corporation (the “Adviser”).

CUSTODY AGREEMENT Dated: Between UMB BANK, N.A. and INVESTMENT MANAGERS SERIES TRUST
Custody Agreement • February 1st, 2008 • Investment Managers Series Trust
SHAREHOLDER SERVICES AGREEMENT
Shareholder Services Agreement • February 1st, 2008 • Investment Managers Series Trust • Delaware

SHAREHOLDER SERVICES AGREEMENT dated this __ day of __________, 2007 by and between INVESTMENT MANAGERS SERIES TRUST, a statutory trust organized under the laws of the state of Delaware (the “Trust”), and GRAND DISTRIBUTION SERVICES, LLC., a Wisconsin limited liability company (the “Distributor” ).

INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • February 1st, 2008 • Investment Managers Series Trust • Wisconsin

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of _____________________by and between INVESTMENT MANAGERS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of the Zacks Multi-Cap Opportunities Fund (the “Fund”), a series of the Trust, and the Advisor of the Fund, Zacks Investment Management, Inc. (the “Advisor”).

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