0001144204-10-068471 Sample Contracts

FORM OF INVESTMENT ADVISORY AGREEMENT BETWEEN INVESTMENT MANAGERS SERIES TRUST AND LIBERTY STREET ADVISORS, INC.
Investment Advisory Agreement • December 28th, 2010 • Investment Managers Series Trust • Delaware

THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of December ____, 2010, between the Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (the “Fund”), and Liberty Street Advisors, Inc. a New York Corporation (the “Advisor”).

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FORM OF INVESTMENT MANAGERS SERIES TRUST OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • December 28th, 2010 • Investment Managers Series Trust • Delaware

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of December ____, 2010 by and between INVESTMENT MANAGERS SERIES TRUST, a Delaware statutory trust (the “Trust”), on behalf of its series listed in Appendix A, as amended from time to time (the “Fund”), a series of the Trust, and the Advisor of the Fund, Liberty Street Advisors, Inc. (the “Advisor”).

FORM OF SUBADVISORY AGREEMENT BETWEEN LIBERTY STREET ADVISORS, INC. AND CENTER COAST CAPITAL ADVISORS, LP
Form of Subadvisory Agreement • December 28th, 2010 • Investment Managers Series Trust • Delaware

AGREEMENT made as of December ____, 2010 by and among Liberty Street Advisors, Inc., a New York corporation with its principal office and place of business at 125 Maiden Lane, Floor 6, New York, NY 10038 (the "Adviser"), Center Coast Capital Advisors, LP, a Delaware limited partnership with its principal office and place of business at 1100 Louisiana Street, Suite 4550, Houston, TX 77002 (the "Subadviser"), and, with respect to Sections 8 and Section 12 only, Investment Managers Series Trust, a Delaware statutory trust with its principal office and place of business at 803 W. Michigan Street, Milwaukee, WI 53233 (the "Trust"), on behalf of its series Center Coast MLP Focus Fund (the "Fund").

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • December 28th, 2010 • Investment Managers Series Trust

THIS SUBSCRIPTION AGREEMENT is entered into as of the 31st day of December, 2010, between Investment Managers Series Trust, a statutory trust organized and existing under the laws of Delaware (the "Trust"), and ___________________________. (the "Purchaser").

FIRST AMENDMENT TO LIBERTY STREET FUNDS DISTRIBUTION AGREEMENT
Liberty Street Funds Distribution Agreement • December 28th, 2010 • Investment Managers Series Trust

This first Amendment (the “Amendment”) to the Distribution Agreement (the “Distribution Agreement”) dated as of October 12, 2009 by and among Investment Managers Series Trust, a Delaware statutory trust (the “Client”), Liberty Street Advisors, Inc., a New York corporation (the “Adviser”), and Foreside Fund Services, LLC, a Delaware limited liability company (“FFS”) is effective as of December 31, 2010 (the “Effective Date”).

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